Mary Kay Ladone
NOVANTAAbout Mary Kay Ladone
Independent director of Novanta Inc. since July 11, 2024; age 58. Former Corporate Officer and SVP, Corporate Development, Strategy & Investor Relations at Hill‑Rom; prior senior roles in investor relations and finance at Baxalta and Baxter (1998–2015). Holds a BBA from the University of Notre Dame. Her candidacy was sourced by a third‑party search firm and vetted by Novanta’s ESG Committee before appointment, signaling a structured, independent director selection process .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill‑Rom Holdings, Inc. | Corporate Officer & SVP, Corporate Development, Strategy & Investor Relations | Until Jan 2022 | Corp dev/IR leadership in medtech |
| Baxalta, Inc. | SVP, Investor Relations | Not disclosed | IR leadership in biopharma |
| Baxter International, Inc. | Senior finance, business development, and IR roles | 1998–Jul 2015 | Broad finance/BD/IR experience in medtech |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| Bioventus Inc. | BVS | Director | Medical device; pain/restorative/surgical solutions |
| Inogen, Inc. | INGN | Director | Portable oxygen therapy provider |
| Kestra Medical Technologies, Ltd. | KMTS | Director | Wearable medical device/digital health |
Board Governance
- Independence: Board determined Ms. Ladone is independent under Nasdaq rules .
- Committee assignments: None listed for 2024 (not shown on Audit, Compensation, or ESG rosters) .
- Attendance and engagement: In 2024, each director attended at least 83% of Board meetings and 100% of the meetings of standing committees of which they were a member; all directors attended the 2024 annual meeting .
- Board/committee meeting cadence (2024): Board (6), Audit (5), Compensation (3), ESG (3) .
- Director selection: Sourced and recommended via third‑party search and ESG Committee process prior to 2024 appointment .
- Say‑on‑pay governance signal: 98% shareholder approval on 2024 say‑on‑pay, indicating strong support for compensation practices .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| 2024 Fees earned (cash) | $31,916 (pro‑rated due to mid‑year appointment) | |
| 2024 Stock awards (fair value) | $94,717 (pro‑rated RSUs) | |
| 2024 Total | $126,633 | |
| Director cash policy | $67,500 annual retainer; Lead Director +$25k; Chairs: Audit +$25k, Compensation +$20k, ESG +$15k; Committee members: Audit +$10k, Compensation +$10k, ESG +$5k | |
| Director equity policy | $200,000 annual RSU grant (vests upon grant; converts to common shares on 1st anniversary) | |
| Oversight of director pay | ESG Committee sets/reviews non‑employee director compensation (not the Compensation Committee) |
2024 equity detail for Ms. Ladone:
- Grant: 572 RSUs on July 11, 2024 (pro‑rated); conversion price reference used for share count: $165.59 close .
- Outstanding as of 12/31/2024: 572 RSUs, which were fully vested upon grant and scheduled to settle into common shares on July 11, 2025 .
Performance Compensation
- Non‑employee director compensation does not use performance metrics; RSUs vest upon grant and convert one year later (no PSU/TSR targets for directors) .
Other Directorships & Interlocks
- Current public boards: Bioventus (BVS), Inogen (INGN), Kestra Medical (KMTS) .
- Interlocks/conflicts: The proxy does not disclose interlocks between Ms. Ladone and other Novanta directors or any related‑party transactions tied to her roles .
Expertise & Qualifications
- Functional expertise: Corporate development/M&A, finance, investor relations; deep medtech exposure across Hill‑Rom, Baxalta, Baxter .
- Education: BBA, University of Notre Dame .
- Board selection signaling: Third‑party search and ESG Committee vetting supports independence and skills‑based fit .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership as of 4/15/2025 | No common shares or rights within 60 days; less than 1% of outstanding | |
| Director RSUs outstanding 12/31/2024 | 572 RSUs (vested upon grant; convert on 7/11/2025) | |
| Stock ownership guidelines | 5x annual cash retainer; all directors were in compliance as of 12/31/2024 | |
| Anti‑hedging/pledging | Company prohibits hedging; anti‑hedging and anti‑pledging policies in place | |
| Indemnification | Directors party to indemnification agreements to fullest extent permitted |
Insider transactions (Form 3/4):
| Date (Trans/Filing) | Form | Transaction | Security | Qty | Post‑txn holdings | Citation |
|---|---|---|---|---|---|---|
| 2024‑07‑11 / 2024‑07‑12 | Form 3 | Initial statement of beneficial ownership | — | — | — | https://www.sec.gov/Archives/edgar/data/1076930/000112760224020363/0001127602-24-020363-index.htm |
| 2024‑07‑11 / 2024‑07‑15 | Form 4 | RSU award (A) | RSUs | 572 | 572 RSUs | https://www.sec.gov/Archives/edgar/data/1076930/000112760224020378/0001127602-24-020378-index.htm |
| 2025‑01‑02 / 2025‑01‑06 | Form 4 | Annual RSU award (A) | RSUs | 1,325 | 1,325 RSUs (plus prior) | https://www.sec.gov/Archives/edgar/data/1076930/000112760225000800/0001127602-25-000800-index.htm |
| 2025‑07‑11 / 2025‑07‑14 | Form 4 | RSU settlement to common (M‑Exempt: D in RSUs, A in common) | RSUs / Common | −572 RSUs / +572 sh | 572 common shares | https://www.sec.gov/Archives/edgar/data/1076930/000112760225019140/0001127602-25-019140-index.htm |
Notes
- Director RSUs vest upon grant but convert to common stock on the first anniversary; 2024 grant converted on 7/11/2025, establishing direct share ownership thereafter and Form 4 links above.
Governance Assessment
-
Positives:
- Independent director with medtech M&A/IR/finance depth and external board experience aligned to Novanta’s markets .
- Strong board processes: third‑party search and ESG screening for her appointment; majority‑independent board; routine executive sessions; robust committee structure .
- High shareholder support for pay practices (98% 2024 say‑on‑pay), lowering near‑term governance friction risk .
- Conservative director pay design (cash retainer + time‑based RSUs), ESG Committee oversight, anti‑hedging/anti‑pledging policies, and director stock ownership guidelines in place .
- No related‑party transactions involving Ms. Ladone disclosed; “Certain Relationships” section outlines rigorous review policy .
-
Watch‑items / potential risks:
- Low personal share ownership as of the April 15, 2025 record date (no shares then; ownership initiated via RSU conversion in July 2025), which may temper near‑term “skin‑in‑the‑game” optics and Form 4 link 2025‑07‑14.
- Multiple outside public boards (BVS, INGN, KMTS) increase time‑commitment load; no interlocks disclosed, but sector adjacency merits monitoring for conflicts/information flow risks .
- No committee assignment in first disclosed year reduces immediate influence on Audit/Comp/ESG levers; reassess after 2025 committee rotations .
Director Compensation (detail)
| Element | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $31,916 | Pro‑rated for partial year |
| Equity (RSUs) | $94,717 | Pro‑rated grant on 7/11/2024; 572 units |
| Annual policy (for reference) | $67,500 cash retainer; $200,000 RSUs | RSUs vest upon grant; convert at 1‑year anniversary |
Related‑Party & Conflicts Check
- Policy: Audit Committee pre‑approves and monitors related‑party transactions; guidelines emphasize market terms and ongoing oversight .
- Disclosure: No related‑party transactions involving Ms. Ladone are disclosed in the proxy .
Compliance & Shareholder Feedback Signals
- Section 16(a) filing compliance: Company reports compliance for 2024 officers/directors (except an omission unrelated to Ms. Ladone) .
- Say‑on‑pay support: 98% in 2024, a constructive investor sentiment indicator .
Summary Implications for Investors
- Governance quality appears solid: independent status, structured selection, high attendance, clear anti‑hedging/pledging controls, and strong shareholder support.
- Key monitoring items are ownership build‑up post‑RSU conversions and bandwidth across external boards; lack of committee roles in the first year should normalize with tenure.
- No disclosed conflicts or related‑party exposures tied to Ms. Ladone; compensation is standard and aligned with peer practice (cash retainer + time‑based RSUs) .