James L. Bierman
About James L. Bierman
James L. Bierman (age 72) is an independent director of MiMedx Group, Inc. (MDXG) and Chair of the Board’s Audit Committee. He has served on the MDXG Board since June 2019. Bierman is a former President & CEO of Owens & Minor (NYSE: OMI), previously its CFO and COO; earlier he was CFO of Quintiles (now IQVIA) and a partner at Arthur Andersen. He holds a B.A. from Dickinson College and an M.B.A. from Cornell University’s Johnson Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens & Minor (NYSE: OMI) | President & CEO; previously President & COO; EVP & COO; EVP & CFO; SVP & CFO | 2007–2015 | Led a Fortune 500 medical/surgical distributor; deep operating and financial leadership |
| Quintiles (Nasdaq: QTRN, now IQVIA) | EVP & CFO | Prior to 2007 | CFO of a leading CRO serving pharma/biotech/medtech |
| Arthur Andersen LLP | Partner | 1988–1998 | Audit/assurance leadership; foundational accounting expertise |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Tenet Healthcare (NYSE: THC) | Director | Current | Board member at a Fortune 500 diversified healthcare services company |
| KL Acquisition Corp. (Nasdaq: KLAQU, SPAC) | Director | Recent/Prior | Audit Committee Chair |
| Novan, Inc. (Nasdaq: NOVN) | Director | Recent/Prior | Independent director at medical dermatology company |
| Team Health Holdings (NYSE: TMH) | Lead Independent Director | Prior | Lead director at major outsourced healthcare staffing company |
Board Governance
- Independence and service: MDXG classifies Bierman as an independent director; he has served since 2019. The Board is majority independent and led by an independent Chair (no separate lead independent director). In 2024, each incumbent director attended 100% of Board and committee meetings .
- Committee assignments: Bierman is Audit Committee Chair. Audit members are Bierman (Chair), M. K. Behrens, and D. Puhy; MDXG deems all three “audit committee financial experts.” The Audit Committee met seven times in 2024 .
- Committee scope and oversight: The Audit Committee oversees financial reporting, internal controls, auditor appointment, earnings releases, and reviews and pre-approves related party transactions, including those of Section 16 reporting persons .
- Other committees: Compensation (Chair: K. T. Newton), Nominating & Corporate Governance (Chair: M. P. Sutter), and Ethics & Compliance (Chair: W. A. Hawkins III) .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Source/Notes |
|---|---|---|
| Board annual cash retainer (non-chair member) | $42,000 | 2024 schedule |
| Audit Committee Chair fee | $21,000 | 2024 schedule |
| Total cash fees paid (Bierman, 2024) | $63,000 | Director compensation table |
| Annual equity grant (restricted shares), target value | $175,000 | Director equity policy |
| Equity grant (Bierman, 2024) – grant date fair value | $171,374 | Director compensation table |
| Total director compensation (Bierman, 2024) | $234,374 | Director compensation table |
- Structure: Non-employee directors receive cash retainers plus an annual restricted share grant targeted at $175,000; initial election grants also provided. Grants vest by the earlier of next annual meeting or first anniversary; cash fee menu varies by committee roles .
- Stock ownership guideline: Directors must hold stock equal to ≥3× annual gross cash compensation within three years of Board election; unexercised options do not count .
Performance Compensation (Non-Employee Director)
| Performance Link | Details |
|---|---|
| Performance metrics in director pay | None disclosed; director equity is time-based restricted stock, not performance-based |
| Unvested RSUs held (12/31/2024) | 23,190 units (Bierman) |
Other Directorships & Interlocks
| Company | Sector Overlap with MDXG | Potential Interlock Risk | Evidence |
|---|---|---|---|
| Tenet Healthcare (NYSE: THC) | Hospitals/outpatient facilities that could buy wound/surgical products | No related-party transactions disclosed; Audit Committee reviews related-party transactions | No related-party transactions since Jan 1, 2024 ; Audit oversight ; Tenet role |
| KL Acquisition Corp. (SPAC) | Capital markets | None indicated | Role and audit chair noted |
| Novan, Inc. | Biopharma/dermatology | None indicated | Role noted |
| Team Health | Provider services | None indicated | Role noted |
No related party transactions involving directors were disclosed for 2024–2025 to date; the company states there were none requiring disclosure since January 1, 2024 .
Expertise & Qualifications
- Financial expert and audit oversight: MDXG designated Bierman an “audit committee financial expert.” His CFO backgrounds (Owens & Minor; Quintiles) and Arthur Andersen partnership underpin financial reporting, internal control, and audit oversight depth .
- Healthcare operations and distribution: CEO/COO/CFO roles at a Fortune 500 med-surg distributor provide supply chain, reimbursement, and hospital customer familiarity relevant to MDXG’s wound/surgical portfolio .
- Education: B.A. (Dickinson), M.B.A. (Cornell Johnson) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 184,162 | As of April 21, 2025 |
| Ownership as % of outstanding | <1% | Asterisked “less than 1%” in table |
| Unvested RSUs outstanding | 23,190 | As of 12/31/2024 |
| Pledged or hedged shares | Prohibited by policy | MDXG bars pledging and hedging by directors/officers/employees |
| Director ownership guideline | 3× annual gross cash compensation | 3-year compliance window |
Say-on-Pay & Shareholder Feedback (Context for Audit Chair oversight)
- 2024 say-on-pay approval: 74% support; company attributed opposition to initial CEO sign-on equity awards; Board/management conducted broad investor outreach and emphasized alignment to revenue growth, profitability, cash flow, and TSR .
- 2025 annual meeting outcomes: Shareholders re-elected all directors (including Bierman) and approved say-on-pay (For: 94,778,256; Against: 6,924,968; Abstain: 209,887). Shareholders also approved annual say-on-pay frequency and ratified Deloitte; the equity plan share increase was approved .
Governance Assessment
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Strengths signaling investor confidence
- Independent Audit Committee chaired by an SEC-defined “financial expert” with deep CFO lineage; 7 Audit Committee meetings in 2024; full Board/committee attendance (100%) .
- Robust related-party controls (Audit Committee pre-approvals) and no related-party transactions disclosed involving directors since Jan 1, 2024 .
- Anti-hedging/anti-pledging policy and clawback policy; annual director stock ownership guidelines reviewed by Nominating & Governance .
- Shareholder support trends: 2024 say-on-pay passed (74%); 2025 say-on-pay and all board nominees, including Bierman, received majority support .
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Watch items
- External board at Tenet Healthcare (hospital operator) is sector-adjacent to MDXG’s customer base; while no related-party transactions are disclosed, continued Audit Committee vigilance on any commercial overlaps is prudent .
- Director equity is time-based, not performance-based; however, director equity is standard for alignment and is complemented by ownership guidelines and prohibitions on hedging/pledging .
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Bottom line: Bierman’s profile combines CFO discipline, distribution/operator expertise, and strong audit oversight—factors supportive of financial reporting integrity and risk oversight. No conflicts or attendance concerns are disclosed; compensation appears aligned with MDXG’s median peer practices, with appropriate ownership alignment mechanisms .