Lonny Carpenter
NOVANTAAbout Lonny J. Carpenter
Lonny J. Carpenter, age 63, has served on Novanta’s Board since May 10, 2018 and as Lead Independent Director since May 13, 2021. He is the former Group President at Stryker with deep operating, manufacturing, quality, and global commercial experience; he holds a B.S. from the United States Military Academy at West Point . He is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Group President, Global Quality & Business Operations | Jan 2016–Mar 2019 | Set company-wide quality, manufacturing, procurement, logistics strategy; oversight of commercial operations in Europe, Canada, E. Europe, Middle East, Latin America, Africa |
| Stryker Corporation | Group President, Global Quality & Operations | 2011–2016 | Led global quality and operations |
| Stryker Corporation | Group President, Instruments & Medical | 2008–2011 | Division leadership |
| Stryker Corporation | President, Medical Division | 2006–2008 | Division leadership |
| Stryker Corporation | Various roles incl. VP Global Operations | Began 1989 | Manufacturing/engineering/supply chain/quality/regulatory expertise |
External Roles
| Organization | Capacity | Since | Committees/Notes |
|---|---|---|---|
| Merit Medical Systems, Inc. (public) | Director | 2020 | Committee roles not disclosed in NOVT proxy |
| The Boler Company (private) | Director | 2019 | Not disclosed |
| Orchid Orthopedic Solutions (private) | Director | 2019 | Not disclosed |
- Interlock note: Novanta’s executive compensation peer group includes Merit Medical Systems, where Carpenter serves as director; this is benchmarking context rather than a related-party transaction .
Board Governance
- Roles: Lead Independent Director; Chair, Compensation Committee; Member, ESG Committee .
- Lead Director responsibilities include presiding over executive sessions, calling meetings of independent directors, approving agendas and Board materials, and engaging with major shareholders when appropriate .
- Independence: Board determined Carpenter and all non-management directors are independent; 8 of 9 directors independent (89%) .
- Attendance: In 2024, each director attended at least 83% of Board meetings and 100% of their committee meetings; all directors attended the annual meeting .
- Meetings held in 2024: Board (6), Audit (5), Compensation (3), ESG (3). Carpenter presides over executive sessions when present .
- Compensation Committee practices (Carpenter as Chair): independent members; uses Aon plc as independent consultant; annual risk assessment; no excise tax gross-ups; anti-hedging/pledging; double-trigger change-in-control vesting; no option repricing without shareholder approval .
Fixed Compensation
- Policy: Non-employee directors receive $67,500 annual cash retainer; Lead Director +$25,000; Committee Chair retains: Audit $25,000; Compensation $20,000; ESG $15,000; Committee member retains: Audit $10,000; Compensation $10,000; ESG $5,000; plus annual RSUs with $200,000 grant-date fair value, vest upon grant and convert to common shares on first anniversary .
- Carpenter’s 2024 compensation:
| Component | Amount (USD) |
|---|---|
| Cash Fees (Lead Director $25k + Comp Chair $20k + ESG member $5k + Base $67.5k) | $117,500 |
| Stock Awards (RSUs grant-date fair value) | $199,953 |
| Total | $317,453 |
- 2024 RSU grant mechanics and amounts:
| Grant Date | RSUs Outstanding at 12/31/2024 | Settlement |
|---|---|---|
| Jan 2, 2024 | 1,217 | Fully vested at grant; convert to common shares on first anniversary |
Performance Compensation
- Novanta does not disclose performance-based equity or cash for non-employee directors; annual director equity is time-based RSUs vesting upon grant with conversion after one year .
Other Directorships & Interlocks
| Company | Type | Relationship to NOVT |
|---|---|---|
| Merit Medical Systems, Inc. | Public board seat | Included in 2024 NEO compensation peer group; benchmarking exposure only |
| The Boler Company | Private board seat | No NOVT transaction disclosed |
| Orchid Orthopedic Solutions | Private board seat | No NOVT transaction disclosed |
Expertise & Qualifications
- Education: B.S., United States Military Academy at West Point .
- Qualifications: Executive operating and commercial leadership in medtech; global manufacturing/engineering/supply chain/quality/regulatory; provides healthcare industry insight to NOVT’s board .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial Ownership (shares) | 8,317 (includes 3,794 DSUs convertible upon ceasing as director) |
| % of Shares Outstanding | ~0.023% (8,317 / 35,964,471) |
| RSUs Outstanding (Director) | 1,217 (settle on first anniversary of grant) |
| Deferred Stock Units (Director) | 3,794 (fully vested; convert upon director departure) |
| Director Stock Ownership Guideline | 5x annual cash retainer (revised Feb 2023); all directors compliant as of Dec 31, 2024 |
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of NOVT stock by directors, officers, and employees .
Governance Assessment
- Strengths: Independent Lead Director with robust responsibilities; strong attendance and engagement; chairing of Compensation Committee with independent consultant and modern pay governance (clawbacks, double-trigger CIC, no gross-ups) .
- Alignment: Director ownership guidelines at 5x retainer with compliance; annual equity grants in stock; Carpenter holds DSUs/RSUs and beneficial shares, enhancing alignment .
- Conflicts/Related-party: Proxy discloses related-party transaction policy; no specific related-party transactions or indebtedness for directors since Jan 1, 2024 noted; Section 16 filings compliant for directors (one administrative omission for CAO unrelated to Carpenter) .
- Board structure consideration: Combined Chair/CEO role mitigated by empowered Lead Independent Director (Carpenter) .
- Shareholder signals: Say-on-pay support ~98% in 2024 indicates broad investor approval of compensation governance framework .