John Mack
About John Mack
John Mack, age 60, is an independent Class I director of Orchestra BioMed Holdings (OBIO) who joined the board in July 2024; he serves on the Audit Committee and is deemed independent under Nasdaq rules . He previously served as President of Cardiac Surgery at Medtronic (Nov 2020–Jan 2023) and held prior leadership roles in business development and strategy, bringing deep cardiovascular device and strategic planning expertise to OBIO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | President, Cardiac Surgery | Nov 2020–Jan 2023 | Led business unit; strategic and operational leadership |
| Medtronic, Inc. | VP & GM, Cardiac Surgery | Apr 2018–Nov 2020 | General management, portfolio execution |
| Medtronic, Inc. | VP, Business Development, Strategy & Portfolio Mgmt | Apr 2011–Sep 2014 | Co-Chair of Joint Steering Committee; large-scale strategic planning |
| MC3 Cardiopulmonary | Board Member | Jun 2018–Jan 2023 | Board oversight at cardiopulmonary firm |
| American Heart Association – Twin Cities | Board Chair | Jan 2016–Jun 2021 | Non-profit leadership; cardiovascular community impact |
| Camp ODAYIN | Board Member | Jan 2018–Dec 2023 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minneapolis Heart Institute Foundation | Board Member | Since Apr 2024 | Leading nonprofit cardiovascular research/education institution |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Pamela Connealy; committee also includes Chris Cleary and David Pacitti .
- Independence: Board determined Mack is independent under SEC/Nasdaq rules; Board majority independent; Lead Independent Director is Eric S. Fain, M.D. .
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings; Board met 7 times and acted by written consent 6 times .
- Committee activity: Audit Committee held 5 meetings and acted by written consent once in FY2024 .
Fixed Compensation
| Component | Policy Amount | 2024 Cash Paid to Mack | Notes |
|---|---|---|---|
| Annual Board Retainer (Non-Lead) | $45,000 | $18,750 | Pro‑rated for mid‑year appointment (joined 2024) |
| Audit Committee Member Fee | $10,000 | $4,167 | Pro‑rated (member) |
| Committee Chair Fees | Audit Chair $20,000; Comp Chair $15,000; N&G Chair $10,000 | $0 | Mack is not a chair |
| Other Committee Member Fees | Comp $7,500; N&G $5,000 | $0 | Not a member of those committees |
| Total Cash Fees | — | $22,917 | Sum of retainer + Audit member fee |
Performance Compensation
| Award Type | 2024 Grant Date Fair Value | Share Count/Structure | Vesting |
|---|---|---|---|
| Stock Options (NSO) | $159,374 | Policy: Annual NSO $85,000; Appointment NSO $85,000; pro‑rata annual award possible | Annual awards vest at next annual meeting or 1 year; appointment awards vest in 3 equal annual installments; full vesting on death/disability/change‑in‑control |
| Restricted Stock Units (RSU) | $74,997 | Policy: Annual RSU $40,000; Appointment RSU $40,000; pro‑rata annual award possible | Annual awards vest at next annual meeting or 1 year; appointment awards vest in 3 equal annual installments; full vesting on death/disability/change‑in‑control |
Performance metric framework (director equity):
- No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity; awards are time/time‑served based per policy .
Other Directorships & Interlocks
| Entity | Type | Relationship to OBIO | Interlock/Conflict Considerations |
|---|---|---|---|
| Medtronic plc (former employer) | Public company | Medtronic affiliate Covidien Group S.à.r.l. holds ~15.3% of OBIO; OBIO has exclusive AVIM collaboration with Medtronic | Prior senior Medtronic roles create perceived conflict risk on related‑party oversight; Board affirms independence; Audit Committee reviews related party transactions |
| Minneapolis Heart Institute Foundation | Nonprofit | No disclosed transactions with OBIO | None disclosed |
| MC3 Cardiopulmonary; AHA Twin Cities; Camp ODAYIN | Private/Nonprofit | Historical roles only | None disclosed |
Expertise & Qualifications
- Cardiovascular device leadership: Led Medtronic Cardiac Surgery business; strategic planning and portfolio management experience .
- Governance experience: Multiple board roles across medtech and nonprofits; Audit Committee service at OBIO .
- Industry knowledge: Deep cardiac surgery ecosystem exposure, joint steering and strategic execution experience .
Equity Ownership
| Ownership Element | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 25,221 shares; <1% of class | Breakdown below |
| Options – total held | 40,737 shares | Aggregate options outstanding as of 12/31/2024 |
| RSUs – total held | 12,864 units | Aggregate RSUs outstanding as of 12/31/2024 |
| Options – exercisable within 60 days | 19,218 shares | Included in beneficial ownership |
| RSUs – settling within 60 days | 6,003 shares | Included in beneficial ownership |
| Shares pledged/hedged | Not disclosed; company prohibits short sales and enforces pre‑clearance windows and anti‑hedging policy | No pledging disclosed in proxy |
Governance Assessment
- Strengths: Independent director with relevant medtech operating background; Audit Committee participation; attendance threshold met; board majority independent; presence of Lead Independent Director structure .
- Alignment: Director equity grants (options + RSUs) and modest beneficial ownership provide some exposure; however, ownership is <1% and largely option/RSU‑based typical for small‑cap life sciences boards .
- Potential conflicts: Prior senior roles at Medtronic alongside OBIO’s material collaboration and Medtronic’s ~15.3% stake create perceived interlock risk; mitigants include explicit independence determination and a formal related‑party transaction policy with Audit Committee oversight; monitor recusal practices on Medtronic‑related decisions and audit reviews (RED FLAG watchpoint) .
- Committee effectiveness: Audit Committee met 5 times in FY2024; remit includes internal controls, auditor independence, and related‑party reviews, directly relevant to Medtronic collaboration oversight .
Related‑Party Exposure Snapshot
- Medtronic collaboration: Exclusive AVIM therapy development/commercialization agreement; OBIO reimbursed Medtronic $4.3M (2024) and $5.7M (2023) for development support; Medtronic holds commercialization rights upon approvals and OBIO receives per‑device revenue share .
- Ownership by Medtronic affiliate Covidien Group S.à.r.l.: 5,868,916 shares (~15.3%) .
Director Compensation Structure Notes
- Cash retainers and committee fees per policy; equity capped annually ($500k; $750k initial year/lead independent/chair) .
- Annual awards: NSO $85k fair value + RSU $40k; Appointment awards mirror annual awards with 3‑year vesting; acceleration on death, disability, change‑in‑control .
Attendance and Engagement
- Minimum attendance ≥75% across Board/committees for FY2024; Audit Committee active (5 meetings) .
RED FLAGS
- Prior affiliation with Medtronic amid material related‑party agreement and significant Medtronic ownership; monitor conflict management and recusal documentation in committee minutes and future disclosures .