John Roush
About John A. Roush
Independent director at LeMaitre Vascular (LMAT) since 2014; age 60 as of April 1, 2025; B.S. in Electrical Engineering (Tufts) and MBA (Harvard Business School). He is currently CEO and a director of Pine Environmental LLC (private), and brings 20+ years supplying products into medical device and life sciences through executive roles at Novanta and PerkinElmer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novanta Inc. | Chief Executive Officer, Director | 2010–2016 | Led a global supplier in precision photonics across medical/industrial markets |
| ACON Investments, LLC | Executive Director | 2018–2024 | Assisted PE investments; served on boards of several ACON-controlled companies |
| PerkinElmer, Inc. | Corporate Officer and Senior Leadership Roles | ~12 years | Operating leadership across diagnostics/research/industrial markets |
| Outboard Marine; AlliedSignal/Honeywell; McKinsey; GE | Management roles | Not disclosed | Diverse operations/strategy background |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Advanced Energy Industries, Inc. (AEIS) | Director | Compensation; Nominating & Corporate Governance | Current |
| Pine Environmental LLC (private) | Chief Executive Officer; Director | N/A | Current |
| Targan (private) | Director | N/A | Current |
Board Governance
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member. He is not a committee chair. Audit Chair is John J. O’Connor; Compensation Chair is Lawrence J. Jasinski; Nominating & Corporate Governance Chair is Bridget A. Ross .
- Independence: Board determined Roush and four other directors are independent under Nasdaq rules .
- Attendance/engagement: Board held 7 meetings and 4 written consents in 2024; all directors attended ≥75% of Board and committee meetings; independent directors hold executive sessions at least annually .
- Board leadership: Combined CEO/Chairman; no Lead Independent Director .
- Shareholder signals: 2024 Say-on-Pay approval >96% (advisory) ; Board recommends triennial Say-on-Pay frequency .
- Diversity event: A 2024 director election resulted in a resignation tender under the Director Resignation Policy due to stockholder displeasure with Board’s lack of racial and ethnic diversity; Board rejected the resignation with rationale provided .
Fixed Compensation
| Component | 2024 Policy Amount | 2024 Roush Actual Cash ($) |
|---|---|---|
| Board annual retainer (cash) | $26,000 | $35,000 (total cash fees) |
| Audit Committee member fee | $6,000 | Included in total |
| Compensation Committee member fee | $2,500 | Included in total |
| Committee chair fees (not applicable to Roush) | Audit Chair $20,000; Comp Chair $7,500; NCG Chair $6,500 | N/A |
Notes: Employee directors receive no cash for Board service .
Performance Compensation
| Equity Component | Structure/Value | 2024 Roush Grant-Date Fair Value ($) |
|---|---|---|
| Annual director equity grant | Policy: $170,000; 50% options, 25% PSUs, 25% RSUs | $112,000 total: Options $56,000; Stock awards (RSUs/PSUs) $56,000 |
| Outstanding RSUs (as of 12/31/2024) | Each non-employee director held 966.24 RSUs | N/A |
| Outstanding PSUs (as of 12/31/2024) | Each non-employee director held 1,137.58 PSUs (target) | N/A |
| Outstanding options (as of 12/31/2024) | Roush held 19,519 options | N/A |
Company PSU payout grid used for 2024–2025 awards (illustrative of LMAT’s performance-linked equity design): Threshold 80% of budgeted operating income → 80% payout; Target 100% → 100% payout; Maximum 120% → 120% payout; linear interpolation; initial 25% vests at determination, remainder annually over 3 years .
Other Directorships & Interlocks
| Entity | Relationship to LMAT | Conflict Assessment |
|---|---|---|
| AEIS (industrial power electronics) | Unrelated industry; Roush sits on Comp and NCG committees | Low direct conflict; monitor information flow across compensation/governance roles |
| Pine Environmental (environmental testing equipment/services) | Private; not an LMAT supplier/customer disclosed | Low direct conflict; CEO role elevates time demands |
| Targan (animal health technology) | Private; unrelated to LMAT | Low direct conflict |
LMAT’s related-party transaction policy requires Audit Committee/Board review and approval; no related-party transactions disclosed for directors in 2024–2025 .
Expertise & Qualifications
- Board Skills Matrix indicates Roush brings public company board experience, finance/accounting, risk management, regulatory, HR/compensation, executive operations, strategic oversight, medical device industry experience, M&A, global experience, sales/marketing, and R&D exposure .
- Technical education and top-tier business training (Tufts EE; Harvard MBA) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 28,144; includes 18,366 options exercisable within 60 days | 16,924; includes 14,008 options exercisable within 60 days |
| % of shares outstanding | <1% | <1% |
| Hedging policy | Company prohibits insider hedging transactions | Prohibition maintained; 10b5-1 plans allowed with cooling-off |
| Section 16 compliance | Company reports full compliance; no delinquent filings (FY2023) | Full compliance (FY2024) |
| Pledging disclosure | Not disclosed; no pledging noted in proxies |
Governance Assessment
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Strengths:
- Independent director with deep operating and portfolio governance experience; serves on both Audit and Compensation Committees, supporting oversight of financial reporting and pay design .
- Robust equity-based director compensation aligning interests (options, RSUs, PSUs); option overhang and burn rates monitored; repricing prohibited without shareholder approval .
- Clear insider trading controls and clawback policy; hedging prohibited; Section 16 compliance reported .
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Watch items / RED FLAGS:
- No Lead Independent Director; combined CEO/Chair structure may constrain independent oversight .
- Board diversity concerns triggered a resignation tender in 2024 election; although not specific to Roush, it signals investor sensitivity to diversity composition .
- Multiple external roles (AEIS committees; CEO of Pine Environmental) increase time demands; monitor attendance/engagement—company discloses ≥75% attendance across directors, but no individual rate disclosed .
- Director pay includes options; while performance-linked PSUs exist, disclosure of specific director PSU metrics is limited—ensure pay-for-performance linkage remains robust .
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Overall: Roush is an experienced independent director with strong operational and governance credentials, active on key committees. Governance risks center on Board leadership structure and diversity optics rather than individual conflicts. Equity ownership is modest (<1%), with meaningful at-risk pay via annual equity grants, supporting alignment with shareholder value .