Martin P. Sutter
About Martin P. Sutter
Martin P. Sutter (age 70) is an independent director of MiMedx (MDXG) since July 2020. He is Co‑Founder and Managing Director of EW Healthcare Partners (formerly Essex Woodlands), with 35+ years in operations, marketing, finance, and venture capital, and holds a B.S. (Louisiana State University) and MBA (University of Houston). He currently serves as Chair of MiMedx’s Nominating & Corporate Governance Committee and is a member of the Compensation Committee; the Board deems him independent under Nasdaq rules. Notably, he was appointed as an EW Healthcare (“EW Purchaser”) nominee pursuant to board nomination rights and has declined all non‑employee director compensation at MiMedx. In 2024, incumbent directors (including Sutter) attended 100% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EW Healthcare Partners | Co‑Founder & Managing Director | 1985–present | Direct involvement with 30+ portfolio investments; medical device investor/operator focus |
| Abiomed, Inc. (acquired by J&J) | Director (prior) | Not disclosed | Board service until acquisition; portfolio realization |
| ATS Medical (acquired by Medtronic) | Director (prior) | Not disclosed | Board service until acquisition |
| BioForm Medical (acquired by Merz) | Director (prior) | Not disclosed | Board service until acquisition |
| LifeCell (later acquired by KCI) | Director (prior) | Not disclosed | Board service until acquisition |
| St. Francis Medical (acquired by Kyphon/Medtronic) | Director (prior) | Not disclosed | Board service until acquisition |
| Confluent Surgical (acquired by Tyco/Covidien) | Director (prior) | Not disclosed | Board service until acquisition |
| Rinat Neurosciences (acquired by Pfizer) | Director (prior) | Not disclosed | Board service until acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bioventus LLC | Director | Current | Portfolio company governance |
| Prolacta Bioscience | Chair of the Board | Current | Board leadership |
- Network note: Another MDXG director, William A. Hawkins, III, serves as Chairman of Bioventus Inc., and as a Senior Advisor to EW Healthcare Partners, creating potential network interlocks with Sutter’s roles.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Sutter is independent under Nasdaq Rule 5605; 8 of 9 directors independent |
| Committees | Chair: Nominating & Corporate Governance; Member: Compensation |
| Meeting Attendance | 2024: 100% attendance for all incumbent directors across Board and committees; Board met 6x; Nominating & Governance 3x; Compensation 6x; Audit 7x; Ethics & Compliance 4x |
| Board Leadership | Independent Chair (M. Kathleen Behrens) since 2019; CEO and Chair roles separated |
| EW Nomination Rights | EW Purchaser may nominate 2 directors while owning ≥10% (1 director at ≥5%<10%); Sutter and Hawkins are current EW Nominees |
| Codes/Policies | Corporate Governance Guidelines; Code of Business Conduct & Ethics; Proxy Access bylaw |
| Compensation Committee Interlocks | None reported |
| Shareholder Engagement | Board participated in engagements post‑2024 AGM; say‑on‑pay passed with 74% support |
Fixed Compensation (Non‑Employee Director)
| Year | Cash Fees (Board + Committees) | Equity Awards (Grant‑date FV) | Total |
|---|---|---|---|
| 2024 | $0 | $0 | $0 |
- Sutter declined all non‑employee director compensation in 2024 (fees and stock).
Reference schedule (for context): standard 2024 cash retainers were Board Chair $71,000 / Member $42,000; Audit Chair $21,000 / Member $11,000; Compensation Chair $16,000 / Member $8,500; N&G Chair $12,500 / Member $6,500; Ethics & Compliance Chair $12,500 / Member $6,500. Non‑employee directors typically also receive time‑vested stock awards (initial and annual), subject to plan limits.
Performance Compensation
| Component | Detail |
|---|---|
| Performance‑based director pay | Not used for directors; equity for directors is time‑based restricted shares/RSUs. Sutter declined all such awards for 2024. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current boards (outside MDXG) | Bioventus LLC (Director); Prolacta Bioscience (Chair) |
| Internal MDXG interlocks | Sutter (EW Co‑Founder/MD) and Hawkins (Senior Advisor to EW) both serve on MDXG’s Board; Hawkins also chairs Bioventus Inc., while Sutter sits on Bioventus LLC’s board. These connections can create information‑flow networks across overlapping healthcare assets. |
| EW nomination influence | Sutter and Hawkins are EW Purchaser nominees under a shareholder rights agreement tied to EW’s ownership threshold. |
Expertise & Qualifications
- Healthcare growth equity investor and operator with 35+ years spanning operations, marketing, finance, and venture investing; deep medical device industry knowledge.
- Academic background in chemical engineering (B.S.) and finance (MBA).
- Board leadership experience across numerous portfolio companies through full exits to strategic acquirers, relevant to M&A and capital allocation oversight.
- Current MDXG responsibilities align with qualifications: Chairs Nominating & Governance; member of Compensation.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Falcon Fund 2 Holding Company, L.P. (EW Purchaser) | 28,195,249 | 19.1% | 13D filer; controlled by EW Healthcare Partners; managers (incl. Sutter) disclaim beneficial ownership except to pecuniary interest |
| Martin P. Sutter | 500 | <1% | Deemed to own 500 shares held by spouse; also a manager of EW Healthcare Partners Fund 2‑UGP, LLC and disclaims beneficial ownership of EW Purchaser’s shares except to pecuniary interest |
| Anti‑hedging/pledging policy | Company prohibits hedging and pledging by directors/officers; quarterly blackout and pre‑clearance apply, with limited exceptions for tax covers. | ||
| Director ownership guidelines | Non‑employee directors required to own ≥3x annual gross cash compensation (three‑year compliance window); time‑vested RSUs count, options do not. |
Governance Assessment
-
Strengths
- Independence and oversight: Sutter is Board‑designated independent; 100% attendance; chairs Nominating & Governance and serves on Compensation, supporting board refreshment and pay oversight.
- Pay alignment: Declined all director compensation (cash and equity) in 2024—reduces direct pay‑related conflicts; company prohibits hedging/pledging and maintains a clawback policy.
- Process rigor: Compensation Committee (of which Sutter is a member) uses an independent advisor (Willis Towers Watson), maintains stock ownership guidelines, and reviews risk in incentives.
-
Risk considerations and potential conflicts
- Large shareholder representation: Sutter and Hawkins are EW Purchaser nominees; EW holds 19.1% and retains board nomination rights—this can concentrate influence over board composition and compensation. Sutter is a manager of the EW general partner (disclaims beneficial ownership except to pecuniary interest). RED FLAG potential: perceived conflicts between interests of a significant shareholder and minority holders if not carefully managed.
- Network interlocks: Overlaps with Bioventus (Sutter—Bioventus LLC; Hawkins—Bioventus Inc.) and EW (Hawkins—Senior Advisor) can create information‑flow interlocks; requires vigilant conflict screening at the committee level.
- Shareholder sentiment: 2024 say‑on‑pay passed with 74% support, with a proxy advisor recommendation against cited as a factor; while not director‑specific, it signals moderate investor scrutiny of pay design that the Compensation Committee (including Sutter) should continue addressing.
-
Mitigants
- Board and committee independence affirmed; Related Party Transactions policy administered by Audit Committee with no related‑party transactions reported since Jan 1, 2024.
- No compensation committee interlocks; independent chair and separated CEO/Chair roles.
Compensation Committee (context for Sutter’s committee role)
- Composition and independence: K. Todd Newton (Chair), Martin P. Sutter, Tiffany Olson; all independent.
- Mandate highlights: Sets executive pay, reviews incentive risk, oversees ownership guidelines, recoupment, and advisor independence; engages Willis Towers Watson as independent consultant.
- 2024 design: Mix of RSUs (time‑based), PSUs (revenue CAGR with TSR modifier), and options; annual cash tied to net sales, Adjusted EBITDA, and operational goals.
Related Policies and Controls
- Clawback policy: Enables recovery of incentive compensation after restatement or misconduct; applies broadly to senior officers and requires disclosure of actions taken.
- Hedging/pledging and insider trading: Prohibited; 10b5‑1 plans permitted; blackout practices in place.
- Proxy access: Up to 20 holders with 3% for 3 years may nominate up to two or 20% of board seats.
Summary Signals for Investors
- Positive governance signals: Independent designation; 100% attendance; declines director compensation; robust committee processes; strong ethics/compliance infrastructure.
- Watch items: EW nomination rights and 19.1% ownership concentration; overlapping networks with another MDXG director; ensure rigorous recusals and conflict management, particularly in Nominating & Governance and Compensation matters led/served by Sutter.