M. Kathleen Behrens
About M. Kathleen Behrens
M. Kathleen Behrens, Ph.D. (age 72) is an independent director and the independent Chair of the Board at MiMedx. She joined the Board in June 2019 and currently serves as Chair; she brings a background in life sciences investing, healthcare policy, and board leadership (Chair of Sarepta Therapeutics) with a B.S. in Biology and Ph.D. in Microbiology from UC Davis . She was re-elected at the June 18, 2025 annual meeting with 91,972,156 votes “For,” 9,879,214 “Against,” and 61,741 “Abstain” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KEW Group Inc. (private oncology services) | Co-Founder, President & CEO; Director | Jan 2012–Jun 2014 | Operating leadership in precision oncology services |
| RS Investments | General Partner for selected venture funds; Managing Director (1996–2002); Consultant (2003–2009) | 1996–Dec 2009 | Life sciences investing; capital markets expertise |
| President’s Council of Advisors on Science and Technology (PCAST) | Member; Chairwoman, Subcommittee on Personalized Medicine | 2001–2009 | Federal policy advisory on science/medicine |
| National Venture Capital Association | President, Director, Chairwoman | 1993–2000 | Industry advocacy; governance leadership |
| Robertson Stephens & Co. | General Partner and Managing Director | 1983–1996 | Investment banking/venture roles |
| National Research Council | Director of Science, Technology & Economic Policy | 1997–2005 | Policy development for innovation/economy |
| Coalition for 21st Century Medicine | Co-Founder | Not disclosed | Trade association for next-gen diagnostics |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Sarepta Therapeutics (NASDAQ: SRPT) | Director; Chairwoman of the Board | Director since Mar 2009; Chair since Apr 2015 | Public biotech board leadership |
| IGM Biosciences (NASDAQ: IGMS) | Director | Jan 2019 | Clinical-stage biotech governance |
| Amylin Pharmaceuticals (former NASDAQ: AMLN) | Director (prior) | 2009–2012 (company sold in 2012) | Transaction oversight to sale |
| Abgenix (former NASDAQ: ABGX) | Director (prior) | 2001–2006 (sold 2006) | Board service through M&A |
Board Governance
- Role and independence: Independent Chair of the Board (Chair must be an independent non-employee; no separate Lead Independent Director due to independent Chair) .
- Committee assignments (2024–2025):
- Audit Committee – Member; Audit met 7x in 2024; Board determined Dr. Behrens is an “audit committee financial expert” .
- Nominating & Corporate Governance Committee – Member; Committee met 3x in 2024 .
- Board and committee attendance: Each incumbent director attended 100% of aggregate Board and committee meetings in 2024; Board met 6x (Ethics & Compliance met 4x; Compensation met 6x) .
- Independence status: Board determined eight of nine directors are independent; Dr. Behrens is listed as independent .
- Shareholder voting 2025: Re-elected with 91,972,156 For; Say-on-pay passed (94,778,256 For; 6,924,968 Against; 209,887 Abstain); “One year” frequency received 97,503,345 votes .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $130,500 | $171,374 | $301,874 |
Director cash framework (2024): Board Chair $71,000; Non-Chair Board member $42,000; Audit Committee $21,000 (Chair)/$11,000 (Member); Compensation $16,000/$8,500; Nominating & Corporate Governance $12,500/$6,500; Ethics & Compliance $12,500/$6,500 .
Performance Compensation
| Component | Structure | Metrics/Notes |
|---|---|---|
| Annual Director Equity | Restricted shares valued at $175,000; typically granted at/after annual meeting and vests at earlier of next annual meeting or first anniversary | Time-based vesting; Proxy does not disclose performance metrics for director equity (no PSU metrics referenced for directors) . |
| Initial Election Grant | One-time restricted shares valued at $175,000 plus pro-rated prior year’s annual grant; vests one-third on each anniversary over three years | Time-based vesting . |
Other Directorships & Interlocks
| Entity | Nature | Interlock/Conflict Consideration |
|---|---|---|
| EW Healthcare Partners nomination rights (Falcon Fund 2) | EW Purchaser retains rights to nominate 1–2 directors while holding ≥5% (two nominees currently: Martin P. Sutter and William A. Hawkins III) | Investor influence on board composition; Behrens is not an EW nominee. Monitor alignment and potential influence dynamics . |
| Related-party transactions | Company policy requires Audit Committee approval; none requiring disclosure since Jan 1, 2024 | No related-party transactions disclosed for period; mitigates conflict risk . |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Financial and investment expertise | Venture/GP experience at RS Investments; investment banking at Robertson Stephens |
| Audit Committee Financial Expert | Board determination under Item 407(d)(5)(ii) |
| Industry knowledge (biotech/medtech) | Boards at SRPT and IGMS; prior Amylin and Abgenix |
| Public policy/regulatory | PCAST member and subcommittee chair; NRC role |
| Skills matrix (MDXG) | Leadership; Public Company Board; Industry Knowledge; Public Policy/Regulation; Reimbursement/Market Access (flags in skills table) |
| Education | B.S. Biology; Ph.D. Microbiology, UC Davis |
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Apr 21, 2025 | 184,162 | * (<1%) | Footnote indicates time-vesting RSUs scheduled to vest within 60 days (23,190) . |
| Dec 31, 2024 | RSUs unvested: 23,190 | N/A | Director-level unvested time-based RSUs . |
Hedging and pledging: The Company prohibits hedging and pledging of Company stock by directors under its Insider Trading Policy (mitigates misalignment risk) .
Insider transactions (Form 4):
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| Jun 18, 2025 | Jun 23, 2025 | Award (Form 4 code A) | 28,609 | $6.47 | 212,771 | |
| Jun 5, 2024 | Jun 6, 2024 | Award (Form 4 code A) | 23,190 | $7.26 | 184,162 |
Director stock ownership guidelines: Non-employee directors must hold Company stock valued at ≥3x annual gross cash compensation; Nominating & Corporate Governance Committee annually reviews compliance (new directors have 3 years to comply) .
Governance Assessment
- Strengths supporting investor confidence:
- Independent Chair since 2019; separation of Chair/CEO; no Lead Director needed given independent Chair .
- Audit Committee Financial Expert; sits on Audit and Nominating & Corporate Governance committees; Board/committee attendance 100% in 2024 .
- Anti-hedging and anti-pledging policy for directors; strong guardrails against misalignment .
- Transparent director compensation with equity component exceeding cash in 2024, enhancing alignment ($171,374 equity vs. $130,500 cash) .
- Shareholder support: re-elected with 91.97M votes “For”; say-on-pay passed; annual say-on-pay frequency selected .
- Watch items / potential risks:
- Board includes two EW Healthcare Partners nominees due to shareholder nomination rights; while not pertaining to Dr. Behrens directly, investors should monitor potential influence dynamics and any future related-party interactions (none disclosed for 2024–2025 period) .
- Multi-board service (SRPT Chair + IGMS director) implies meaningful time commitments; however, no attendance issues disclosed (100% in 2024) .
No related-party transactions requiring disclosure were identified for 2024–2025; hedging/pledging is prohibited; and the Board reports full attendance for 2024, all of which are positive governance signals .