Martha Shadan
About Martha Shadan
Independent director of LeMaitre Vascular (LMAT) since September 2022; age 69 as of April 1, 2025 . Former CEO of Miach Orthopaedics (2019–2022), Rotation Medical (2013–2018), and divisional president and VP/GM roles at Zimmer Biomet and Covidien across trauma, vascular therapies, biosurgery, and sports surgery . Education: MBA (Northeastern University), MS Biology (Michigan State University), BS Biology (University of New Hampshire) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miach Orthopaedics, Inc. | President & CEO | 2019–2022 | Led commercialization in sports medicine |
| Smith & Nephew plc | Global VP, Marketing | 2018–2019 | Post-transaction integration after Rotation Medical acquisition |
| Rotation Medical | President & CEO | 2013–2018 | Built shoulder repair biotech to acquisition |
| Zimmer Biomet | President, Trauma Division | 2011–2013 | Trauma portfolio leadership |
| Covidien | VP/GM Vascular Therapies; VP/GM Biosurgery & Sports Surgery | 2007–2011 | Ran vascular/biosurgery/sports surgery businesses |
| Bristol Myers Squibb; Merck Millipore | Various leadership roles | Not disclosed | Pharma and life sciences operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CVRx, Inc. (Nasdaq: CVRX) | Director | Current | Cardiovascular devices (heart failure and resistant hypertension) |
| AdvaMed | Board member; past chair of AdvaMed Advance (I&D) | Since 2017 | Industry policy and inclusion/diversity leadership |
| BrilliantStrings Therapeutics | Chair of the Board | Current | Early-stage company focused on soft tissue healing |
Board Governance
- Independence: Board affirmatively determined Shadan is independent under Nasdaq listing standards; Compensation Committee composed entirely of independent directors .
- Committees (2024/2025): Member, Compensation Committee; not on Audit or Nominating & Corporate Governance Committees .
- Attendance and engagement: In 2024, the Board met 7 times plus 4 written consents; all directors attended at least 75% of aggregate Board/committee meetings; independent directors hold executive sessions at least annually .
- Leadership structure: CEO is Board Chair; Board has no Lead Independent Director (governance consideration for oversight balance) .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Cash fees earned (2024) | 28,500 | Comprised of $26,000 Board retainer and $2,500 Compensation Committee member fee |
| Committee chair fees | 0 | Not a chair (Comp Committee chaired by Jasinski) |
| Meeting fees | 0 | Not disclosed as paid; policy uses retainers |
Performance Compensation
| Component | 2024 Grant Value ($) | Structure / Terms | Outstanding at 12/31/2024 |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | 56,000 | Annual equity grant; directors participate via RSUs and PSUs under equity plan | 966.24 RSUs and 1,137.58 PSUs per non-employee director (target) |
| Option awards | 56,000 | Options with 7-year term, strike = grant-date close; vest in equal annual installments over 4 years | 7,505 options outstanding (Shadan) |
| Annual director equity policy | 170,000 | Mix: 50% options, 25% PSUs, 25% RSUs (eligibility ≥6 months service) | Policy benchmark; individual grant values reported above |
PSU payout grid used in 2024 awards (Company equity plan): Operating income vs budget determines payout with Threshold 80%→80%, Target 100%→100%, Max 120%→120%; linear interpolation; initial 25% vests upon certification, remaining vests annually over 3 years .
Other Directorships & Interlocks
| Company | Relationship to LMAT | Potential Interlock Risk |
|---|---|---|
| CVRx, Inc. | No LMAT-related transactions disclosed | No related-party transactions involving directors were disclosed for 2024–2025 |
| AdvaMed | Trade association | Policy/industry influence role; not a commercial counterparty |
| BrilliantStrings Therapeutics | Private startup | No LMAT-related transactions disclosed |
Expertise & Qualifications
- Deep medical device operating experience (commercialization, regulatory approvals, operations, marketing); Board skills matrix highlights HR/Compensation, Regulatory, Medical Device, Sales & Marketing, R&D among others .
- Degrees in biology and MBA; experience across large-cap and startup environments, supporting product-market fit and scaling expertise .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|
| Martha Shadan | 3,930 | <1% | 1,994 | Beneficial ownership includes options exercisable within 60 days |
- Additional alignment: Non-employee directors prohibited from hedging Company stock under insider trading policy; hedging ban encourages alignment with shareholders .
Governance Assessment
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Strengths: Independent director with relevant med-tech CEO experience; active member of Compensation Committee; meets attendance expectations; Board maintains clawback policy compliant with SEC/Nasdaq; insider hedging is prohibited .
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Compensation alignment: Director pay is equity-heavy (cash $28.5k vs equity $112k in 2024), with RSUs/PSUs and options vesting over time, supporting long-term alignment .
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Shareholder sentiment: 2024 say-on-pay support exceeded 96%, indicating broad investor approval of compensation governance; Board currently recommends triennial say-on-pay frequency to reinforce long-term focus .
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Watch items / RED FLAGS:
- No Lead Independent Director while CEO chairs the Board may constrain independent oversight in sensitive matters (consider adding LID) .
- Board-level diversity concerns were cited around 2024 vote on a different director (Jasinski), which the Board addressed via resignation policy process; continued progress on board composition remains an investor focus area .
- No director stock ownership guideline disclosures found; absence reduces clarity on minimum ownership alignment requirements (policy details not disclosed in proxy) .
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Related-party conflicts: None disclosed for directors in 2024–2025; Section 16 filings were timely per Company’s review, reducing compliance risk .