K. Todd Newton
About K. Todd Newton
Independent director at MiMedx Group (MDXG), age 62, serving since June 2019; former interim CEO from September 2022 to January 2023. Background spans CEO roles in medtech (Apollo Endosurgery; Restorix Health), CFO/COO roles (ArthroCare), and Partner at Deloitte; B.B.A. in accounting from the University of Texas at San Antonio. The Board classifies him as independent under Nasdaq rules; he attended 100% of Board and committee meetings in 2024. Core credentials: medtech operating leadership, finance, sales/marketing, reimbursement/market access; currently chairs the Compensation Committee and sits on the Ethics & Compliance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MiMedx Group | Interim Chief Executive Officer | Sep 2022 – Jan 2023 | Led transition prior to appointment of current CEO . |
| Restorix Health | Chief Executive Officer; Director | CEO Feb 2023 – Jun 2024; Director 2021–2024 | Operated wound care network; governance role on board . |
| Apollo Endosurgery (Nasdaq: APEN) | Chief Executive Officer; Director | Jul 2014 – Mar 2021 | Led public medtech company; board service . |
| ArthroCare (Nasdaq: ARTC) | EVP, CFO & COO | 2009 – Jun 2014 | Finance and operations leadership . |
| Synenco Energy (TSX) | President & CEO; Director | 2004 – 2008 | Operated Canadian oil sands company; board service . |
| Deloitte & Touche LLP | Partner | 1994 – 2004 | Audit/consulting leadership . |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Restorix Health | Private | Director | 2021 – 2024 | Healthcare services (wound care) . |
| Apollo Endosurgery | Public (former) | Director | 2014 – 2021 | Public medtech board; concurrent CEO . |
Board Governance
- Independence and leadership: Independent director; Chair of Compensation Committee; Member, Ethics & Compliance Committee; not on Audit or Nominating & Corporate Governance .
- Attendance and engagement: In 2024, each incumbent director attended 100% of Board and committee meetings while serving; Board met 6 times in 2024; Compensation Committee met 6 times; Ethics & Compliance Committee met 4 times .
- Board structure: Independent Chair (separate from CEO); no lead independent director while Chair is independent .
- Compensation committee process: Uses independent consultant (Willis Towers Watson); oversees pay design, risk assessment, clawback policy, equity plans, CEO evaluation, shareholder say‑on‑pay response .
- Ethics & Compliance oversight: Committee supervises compliance program and Chief Compliance Officer; oversees investigations and executive ethics assessments .
- Interlocks: No compensation committee interlocks or insider participation reported in the past year .
- Related party transactions: Company reports no related party transactions requiring disclosure since Jan 1, 2024 .
Fixed Compensation
| Component (Director) | 2024 Structure | Newton 2024 | Notes |
|---|---|---|---|
| Board retainer (cash) | $42,000 non‑chair; $71,000 chair | Included below | Schedule level; role‑based . |
| Committee retainer (cash) | Comp Chair $16,000; Ethics Member $6,500 | $64,500 | Total cash fees earned in 2024 . |
| Equity grant (RSUs) | Annual ~$175,000 value | $171,374 | Time‑based; vests by next AGM/1‑yr . |
| Total | — | $235,874 | Sum of 2024 cash + equity . |
- Director stock ownership guideline: ≥3x annual gross cash compensation; new directors have three years to comply .
Performance Compensation
Directors do not receive performance-based bonuses. As Compensation Committee Chair, Newton oversaw NEO incentive design and 2024 outcomes:
| 2024 Metric (Company-level) | Threshold | Target | Exceeds | Actual | Attainment | Payout % |
|---|---|---|---|---|---|---|
| Net Sales ($000s) | 329,400 | 366,000 | 384,300 | 348,879 | 95% | 77% |
| Adjusted EBITDA ($000s) | 66,400 | 83,000 | 99,600 | 76,440 | 92% | 80% |
| Commercial/R&D/Operational Goals | — | — | — | Achieved | 100% | 100% |
| Company Bonus Factor | — | — | — | — | — | 85% (applied to NEO targets) |
- LTI design under his chairmanship: 2024 PSU grants vest on 3‑year revenue CAGR targets (10%, 12.5%, 15%) with TSR modifier vs Russell 2000; mix across PSUs, RSUs, and options; clawback policy strengthened .
- Say‑on‑pay feedback: 2024 say‑on‑pay approved with 74% support; committee engaged with holders >60% of shares to refine pay‑for‑performance alignment .
Other Directorships & Interlocks
| Category | Company | Role | Status |
|---|---|---|---|
| Current public boards | — | — | None disclosed for Newton . |
| Prior public boards | Apollo Endosurgery | Director | Past . |
| Private boards | Restorix Health | Director | 2021–2024 . |
| Interlocks | — | — | None reported (company-wide) . |
Expertise & Qualifications
- Education: B.B.A., Accounting, University of Texas at San Antonio .
- Skills matrix: Leadership; Public Company Board; Industry Knowledge; Sales/Marketing; Reimbursement/Market Access .
- Operating/finance depth: Former CEO (multiple medtech companies), CFO/COO, and Deloitte partner .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Unvested Director RSUs | Notes |
|---|---|---|---|---|
| K. Todd Newton | 384,162 shares | <1% | 23,190 | As of Apr 21, 2025; RSUs shown separately . |
- Hedging/pledging: Company prohibits hedging and pledging; directors subject to blackout windows and pre‑clearance; 10b5‑1 plans permitted .
- Director stock ownership guidelines: ≥3x annual cash compensation; three years to comply .
- Insider transactions: The proxy discloses beneficial ownership but not Form 4 trading activity; Form 4s are filed separately with the SEC (no trades provided in the proxy) .
Governance Assessment
- Strengths
- Independent, experienced operator with finance depth; serves as Compensation Committee Chair and Ethics & Compliance Committee member, aligning oversight across pay, culture, and compliance .
- Strong engagement: 100% meeting attendance; committees met frequently in 2024 (Comp: 6; Ethics: 4) .
- Director pay mix is predominantly equity (approx. $171k equity vs $65k cash in 2024), supporting alignment; robust anti‑hedging/pledging policy and director ownership guidelines .
- No related‑party transactions disclosed; no compensation committee interlocks .
- Watch items / potential red flags
- 2024 say‑on‑pay support was 74%, below the 90%+ often seen in steady‑state programs; however, the company cites CEO 2023 onboarding awards as a driver and reports shareholder outreach and program adjustments (PSUs, TSR modifier) .
- Prior service as interim CEO could raise independence perception issues, though the Board affirms his independence under Nasdaq standards; continued transparency and rigorous comp oversight remain important .
- Concentration of comp oversight: As Comp Chair, accountability is high for maintaining rigorous performance metrics (e.g., revenue CAGR, TSR modifier) and avoiding discretion that misaligns with results .
Overall: Newton brings relevant medtech operating and financial expertise, high participation, and equity‑aligned director compensation. The committee he chairs has instituted multi‑year, metric‑based equity with a TSR overlay and maintains no‑hedge/pledge and clawback policies—supportive of investor alignment. Continued attention to shareholder feedback on pay and transparent disclosure of outcomes will be important given the 2024 say‑on‑pay result .