Cato T. Laurencin
About Cato T. Laurencin
Cato T. Laurencin, M.D., Ph.D. (age 66) is an independent director of MiMedx Group, Inc., serving since November 2020 (4 years of tenure). He is the Albert and Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery and a designated University Professor at the University of Connecticut, with appointments in Materials Science & Engineering, Chemical & Biomolecular Engineering, and Biomedical Engineering; he is CEO of The Cato T. Laurencin Institute at UConn. He is an elected member of the National Academy of Medicine, National Academy of Engineering, National Academy of Sciences, a fellow of the American Academy of Arts and Sciences and National Academy of Inventors, and recipient of the U.S. National Medal of Technology and Innovation; he holds a B.S.E. from Princeton, a Ph.D. from MIT (biochemical engineering/biotechnology), and an M.D. from Harvard Medical School (magna cum laude) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Connecticut Health Center | Vice President for Health Affairs; Dean, School of Medicine | Prior to/through UConn appointment (Professor since 2008) | Led health affairs and medical school; regulatory and academic leadership |
| University of Virginia Health System | Lillian T. Pratt Distinguished Professor; Chair, Orthopaedic Surgery; University Professor; Orthopaedic Surgeon-in-Chief | 2003–2008 | Department leadership; clinical operations and academic governance |
| Drexel University / MCP-Hahnemann School of Medicine | Helen I. Moorehead Distinguished Professor of Chemical Engineering; Vice Chair, Orthopaedic Surgery; Director of Shoulder Surgery; Clinical Professor (Orthopaedic Surgery); Research Professor (Pharmacology & Physiology) | Prior to 2003 | Cross-functional clinical and engineering leadership; translational research |
| FDA Device Panel | Permanent member | Past service | Regulatory expertise; oversight of device matters |
| FDA National Science Advisory Board | Member | Past service | National science advisory oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alkermes plc (Nasdaq: ALKS) | Director | Current | Neuroscience biopharma governance; potential strategic/clinical insights |
| The Cato T. Laurencin Institute (UConn) | Chief Executive Officer | Current | Institute leadership; research and innovation governance |
| Professional Academies (NAM/NAE/NAS/AAAS/NAI) | Elected member/fellow | Current | High scientific and engineering credentials; signals expertise |
Board Governance
- Independence: The Board determined Laurencin is independent under Nasdaq rules .
- Attendance: In 2024, each incumbent director attended 100% of Board and committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (M. Kathleen Behrens); no lead independent director due to independent Chair structure .
- Skills: Leadership, public company board, industry knowledge, public policy/regulation, clinical background, reimbursement/market access .
| Committee | Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 7 meetings |
| Compensation | Not a member | — | 6 meetings |
| Nominating & Corporate Governance | Member | No | 3 meetings |
| Ethics & Compliance | Member | No | 4 meetings |
- Large shareholder board rights: EW Purchaser (Falcon Fund 2 Holding Company, L.P.) holds nomination rights (two EW nominees: Martin P. Sutter and William A. Hawkins, III); Laurencin is not an EW nominee .
Fixed Compensation
| Year | Cash Fees (Board + Committees) | Equity Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $61,125 | $171,374 | $232,499 |
- Director cash fee schedule (context): Board Chair $71,000; non-chair member $42,000; Audit Chair $21,000/non-chair $11,000; Compensation Chair $16,000/non-chair $8,500; Nominating Chair $12,500/non-chair $6,500; Ethics & Compliance Chair $12,500/non-chair $6,500 .
- Equity structure: Initial RSU grant valued at $175,000; annual RSU grant valued at $175,000; vests over one year or in thirds over three years (depending on grant) .
Performance Compensation
| Component | Metrics | Terms |
|---|---|---|
| Director equity awards | None (time-based RSUs for non-employee directors) | Annual RSU grants; no performance (TSR/revenue) metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Alkermes plc | Director | No related-party transactions with MiMedx disclosed since Jan 1, 2024; independence affirmed; governance oversight only |
- Shared directorships: EW nominees (Hawkins and Sutter) represent EW Purchaser; Laurencin has no disclosed overlapping directorships with MiMedx competitors/suppliers/customers .
- Compensation committee interlocks: None disclosed for MiMedx’s executive officers; Compensation Committee members are Newton (Chair), Sutter, Olson .
Expertise & Qualifications
- Clinical and technical: Orthopaedic surgeon; materials and chemical/biomolecular engineering scholar; >500 publications and patents; deep FDA regulatory experience .
- National recognition: National Medal of Technology and Innovation; memberships in NAM, NAE, NAS; fellow AAAS and NAI .
- Education: B.S.E. (Princeton); Ph.D. (MIT); M.D. (Harvard, magna cum laude) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 153,314 | Includes 23,190 RSUs scheduled to vest within 60 days of April 21, 2025 |
| Ownership as % of shares outstanding | ~0.10% ([153,314 ÷ 147,702,140]) | Shares outstanding at record date: 147,702,140 |
| Unvested RSUs | 23,190 | As of 12/31/2024 director RSU table |
| Options (exercisable/unexercisable) | Not disclosed for directors | Director table lists RSUs only |
| Pledging/Hedging | Prohibited by Insider Trading Policy | No pledging/margin accounts; hedging barred |
| Ownership guidelines | 3x annual gross cash compensation (directors) | Nominating Committee oversees compliance |
| Alignment indicator (illustrative) | ~$1.48M value (153,314 × $9.62) vs $183k guideline | Uses 12/31/2024 close $9.62 and 2024 cash fees $61,125 ; indicates he appears to exceed guideline threshold |
Governance Assessment
- Board effectiveness: Laurencin brings rare combination of clinical practice, regulatory (FDA device panel), and translational engineering expertise—valuable for product, compliance, and risk oversight; he serves on Ethics & Compliance and Nominating committees, aligning with his background .
- Independence and engagement: Independent director with 100% 2024 attendance, on two key committees; overall board held six meetings in 2024, with active committee oversight (Audit 7; Compensation 6; Nominating 3; Ethics 4) .
- Compensation and alignment: Director pay is modest with majority equity (74% equity in 2024), and strong ownership vs guidelines; pledging/hedging prohibited—positive alignment signals .
- Conflicts/related parties: No related-party transactions involving directors/executives since Jan 1, 2024; EW Purchaser nomination rights exist but do not involve Laurencin directly—a governance consideration but not a personal conflict .
- Shareholder sentiment: 2024 say-on-pay passed at 74%; the Board engaged extensively with holders representing >60% of shares—indicates ongoing attention to investor feedback (context for governance climate) .
RED FLAGS: None disclosed specific to Laurencin. Systemic watch items include EW Purchaser influence via nomination rights (board-level dynamic), but Laurencin remains independent .
Overall implication: Laurencin’s credentials and committee roles support MDXG’s compliance and governance posture; his independence, attendance, and equity-heavy compensation reinforce investor alignment. Absence of related-party ties and hedging/pledging ban further reduce conflict risk .