William A. Hawkins, III
About William A. Hawkins, III
Independent director at MiMedx (MDXG), age 71, serving since July 2020 with five years of tenure; he chairs the Board’s Ethics & Compliance Committee and was originally appointed as an EW Healthcare Partners (“EW Purchaser”) nominee. Former Chairman and CEO of Medtronic; prior CEO of Immucor and Novoste; currently Senior Advisor to EW Healthcare Partners. Education: dual B.S. in Electrical and Biomedical Engineering (Duke University) and MBA (University of Virginia Darden); elected to AIMBE College of Fellows and the National Academy of Engineering. Independence affirmed by the Board under Nasdaq rules; Board attendance in 2024 was 100% for all incumbent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | Chairman & CEO | 2002–2011 | Led global medical technology leader; extensive governance experience (impact described in MDXG bio). |
| Immucor, Inc. | President & CEO | Oct 2011–Jul 2015 | PE-backed global leader in transfusion/transplant medicine; operating leadership. |
| Novoste Corporation (Nasdaq: NOVST) | President & CEO | 1998–2001 | Interventional cardiology; public company leadership. |
| American Home Products | Senior roles | Not disclosed | Healthcare consumer/pharma/device; operating roles. |
| Johnson & Johnson | Senior roles | Not disclosed | Healthcare leadership roles. |
| Guidant Corporation | Senior roles | Not disclosed | Medical products leadership roles. |
| Eli Lilly and Company | Senior roles | Not disclosed | Pharma leadership roles. |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Biogen Inc. (Nasdaq: BIIB) | Director | Current public company directorship. |
| Bioventus Inc. (Nasdaq: BVS) | Chairman | Current public company; active healing innovations. |
| Cirtec | Director | Life sciences company (private). |
| Virtue Labs | Director | Life sciences company (private). |
| Enterra | Director | Life sciences company (private). |
| Baebies, Inc. | Director | Life sciences company (private). |
| Thoratec Corporation | Former Director | Prior public board service. |
| Avanos (NYSE: AVNS) | Former Director | Prior public board service. |
| Duke University | Trustee Emeritus; past Chair, Duke University Health System | Academic governance; healthcare system leadership. |
Board Governance
- Independence: Board determined Hawkins is independent under Nasdaq Rule 5605; MDXG has eight of nine independent directors.
- Committee assignments: Chair of Ethics & Compliance Committee; not listed on Audit/Compensation/Nominating.
- Committee activity: Ethics & Compliance held 4 meetings in 2024; Board held 6 meetings; Compensation 6; Audit 7; Nominating & Corporate Governance 3.
- Attendance: Each incumbent director attended 100% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Dr. Behrens) since July 2018; no Lead Independent Director given independent Chair.
- Tenure: Hawkins since 2020 (EW Nominee); current term nominated to expire at 2026 annual meeting.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees | $54,500 | Board member retainer + Ethics & Compliance Chair fee. |
| Stock awards (RSUs grant-date fair value) | $171,374 | Annual director equity grants under 2016 Plan; time-based vesting. |
| Total | $225,874 | Sum of cash and equity grant fair value. |
| Unvested RSUs held (12/31/2024) | 23,190 | Outstanding director RSUs. |
Director fee schedule (cash): Board Chair $71,000; Board non-chair member $42,000; Audit Chair $21,000/Member $11,000; Compensation Chair $16,000/Member $8,500; Nominating Chair $12,500/Member $6,500; Ethics & Compliance Chair $12,500/Member $6,500.
Equity policy (directors): Annual RSU grants valued at ~$175,000; initial new director one-time ~$175,000 plus prorated prior year grant; RSUs vest annually or by next annual meeting per policy limits.
Performance Compensation
- No performance-conditioned director compensation disclosed; director equity awards are time-based RSUs only (no PSUs or performance options for directors).
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| EW Purchaser nomination rights | Falcon Fund 2 (EW Healthcare Partners affiliate) holds board nomination rights; Hawkins and Sutter were appointed July 2, 2020 under these rights. |
| Major shareholder linkage | Falcon Fund 2 beneficially owned 28,195,249 shares (19.1%) as of April 21, 2025. |
| Independence vs. affiliation | Despite EW nomination, Board affirms Hawkins’ independence under Nasdaq standards. |
Potential governance consideration: EW nomination rights and Hawkins’ advisory role at EW create an affiliation with a 19.1% shareholder; monitor for recusal on matters uniquely affecting EW and continued Audit Committee oversight of related party transactions. No related party transactions reported since Jan 1, 2024.
Expertise & Qualifications
- Skills matrix flags Hawkins for leadership, public company board, industry knowledge, sales/marketing, public policy/regulation, reimbursement/market access.
- Credentials: AIMBE Fellow; National Academy of Engineering; extensive CEO experience across medtech and diagnostics.
- Education: B.S. Electrical & Biomedical Engineering (Duke); MBA (UVA Darden).
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 175,409; less than 1% of outstanding shares (asterisk). |
| RSUs unvested (director) | 23,190. |
| Shares outstanding (record date) | 147,702,140 (used for % calc). |
| Director stock ownership guidelines | Non-employee directors must hold ≥ 3x annual gross cash compensation; new directors have 3 years to comply. |
| Hedging/pledging policy | Prohibits hedging, margin accounts, or pledging of Company stock. |
Governance Assessment
- Board effectiveness: Strong engagement signal—100% attendance and distinct Ethics & Compliance oversight chaired by Hawkins; E&C charter covers CCO oversight, investigations of officer/director complaints, waiver reviews, and annual compliance assessments—appropriate for healthcare regulatory risk.
- Alignment: Director pay mix balanced (cash + equity); meaningful RSU holdings and beneficial ownership support skin-in-the-game, with anti-hedging/pledging policy enhancing alignment.
- Independence & conflicts: Independence affirmed; however, EW nomination rights and Hawkins’ EW advisory role plus EW’s 19.1% stake merit ongoing monitoring for potential conflicts—flag as a governance sensitivity rather than an acute red flag given no related party transactions disclosed in 2024.
- Shareholder signals: MDXG’s say-on-pay passed at 74% in 2024; Board reports active shareholder engagement and compensation program tied to revenue growth, Adjusted EBITDA, cash flow, and TSR modifiers (executive compensation context).
- RED FLAGS:
- Affiliation with controlling/large shareholder via EW nomination rights; ensure rigorous recusals and committee oversight when applicable.
- Multiple external public boards (BIIB, BVS) increasing time commitments—mitigated by 2024 attendance record.
- Positive indicators:
- Independent Chair; robust committee structure and meeting cadence; proxy access; strong governance policies (Code of Conduct, clawback, anti-hedging).
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