Jason M. Hannon
Orthofix MedicalAbout Jason M. Hannon
Jason M. Hannon (age 53) is an independent director of Orthofix Medical Inc. since 2020; he currently chairs the Compliance & Ethics Committee and serves on the Compensation and Talent Development Committee . He is the President & CEO of Mainstay Medical International plc; previously he held senior roles at NuVasive including President & COO, EVP International, EVP Corporate Development, and General Counsel. He holds a J.D. from Stanford Law School and a B.A. from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NuVasive, Inc. | President & COO; EVP International; EVP Corporate Development; General Counsel | 12 years (multiple roles) | Led initiatives to expand product launches, revamp commercialization, and structure strategic partnerships and acquisitions |
| Orthofix (election context) | Newly elected director | June 2020 | Initial option grant 24,701 shares; DSU grant 4,588; independent status confirmed at election |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mainstay Medical International plc | President & CEO | Current | Global company; restorative neurostimulation for chronic back pain |
Board Governance
- Independence: Determined independent under Nasdaq listing standards; one of nine independent nominees in 2025 .
- Committees: Chair, Compliance & Ethics; Member, Compensation & Talent Development .
- Committee activity (2024): Audit & Finance met 5x; Compensation & Talent Development 9x; Nominating, Governance & Sustainability 5x; Compliance & Ethics 4x .
- Attendance: Board met 10 times; all directors attended ≥75% of Board/committee meetings; average director attendance 98% .
- Engagement: Independent directors held executive sessions at every regularly scheduled quarterly Board meeting in 2024 .
- Board leadership: Independent Chair (Michael M. Finegan); CEO and Chair roles separated .
Fixed Compensation
| Component | 2024 Amount/Detail | Vesting/Delivery | Citation |
|---|---|---|---|
| Annual cash retainer | $75,000 program baseline for non-employee directors | N/A | |
| Committee chair retainer | $15,000 for standing committee chairs | N/A | |
| Jason M. Hannon – Fees earned in cash | $101,195 (actual 2024) | N/A | |
| Annual director equity (DSUs) | Grant date fair value ≈ $195,006 | One-year time-vesting; deferred delivery until director leaves the Board | |
| Initial director option grant (at appointment) | 24,701 options | Vests 1/4 on each of first four anniversaries of grant |
Notes:
- No meeting fees are disclosed; program emphasizes annual retainers and DSUs .
- Chair of the Board receives additional DSU value; committee chairs receive cash retainer; Hannon’s higher cash fees reflect role as committee chair and program mechanics .
Performance Compensation
- Directors do not have performance-contingent pay; annual equity is time-vested DSUs with deferred delivery aligned to long-term ownership .
| Equity Award Metric | Structure | 2024/Current Details | Citation |
|---|---|---|---|
| Annual DSUs | Time-vest; deferred until board service ends | 15,152 DSUs granted in 2024; vests at earlier of June 30, 2025 or Annual Meeting date | |
| Options (initial grant in 2020) | Time-vest | 24,701 options; vest 25% annually over 4 years |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks |
|---|---|---|---|
| Mainstay Medical International plc | President & CEO | Not disclosed in OFIX proxy | None disclosed with Orthofix customers/suppliers; OFIX policy prohibits serving on competitor boards and reviews potential conflicts |
Expertise & Qualifications
- Skill profile includes senior executive leadership, healthcare/MedTech industry, finance/accounting, global business, R&D, corporate governance/legal, operational management, compliance/quality/regulatory, M&A, sales & marketing, HR/compensation .
- Legal and operating credentials: J.D. Stanford; broad operating roles in spine/MedTech .
Equity Ownership
| Ownership Component | Shares | Status/Notes | Citation |
|---|---|---|---|
| Total beneficial ownership | 75,503 | <1% of class | |
| Direct shares owned | 6,012 | As of record date | |
| Deferred stock units (vested or issuable within 60 days) | 44,790 | DSUs; deferred delivery until board departure | |
| Stock options (exercisable or exercisable within 60 days) | 24,701 | Director option grant at election | |
| Outstanding deferred stock units (12/31/24) | 44,790 | Balance at year-end | |
| Outstanding options (12/31/24) | 24,701 | Balance at year-end | |
| Hedging/Pledging | Prohibited for directors; no pledging allowed | Company insider trading policy and governance guidelines | |
| Ownership Guidelines | 5x annual cash retainer for non-employee directors; 5-year phase-in; all directors in compliance (subject to phase-in) | Alignment policy |
Governance Assessment
- Strengths: Independent status; chair of Compliance & Ethics; strong attendance; robust policies (clawback for executives, hedging/pledging prohibited, majority voting, annual elections) bolster investor confidence .
- Compensation alignment: Director pay mix favors long-term DSUs with deferred delivery; cash is modest and standardized; ownership guidelines require 5x retainer and are reportedly met .
- Say-on-pay environment: Executive compensation support was 97% in 2024 and ≥90% for nine consecutive annual meetings, indicating shareholder trust in governance and compensation oversight .
- Consultant independence: Compensation committee retains independent consultants (Meridian; previously Mercer); independence affirmed under SEC factors .
- Potential conflicts: No related-party transactions involving Hannon disclosed; OFIX policy requires conflict review and prohibits director service with material competitors. Monitor for industry adjacency given his CEO role at Mainstay, though no conflicts are disclosed .
- RED FLAGS: None identified in filings for Hannon. No pledging/hedging; no delinquent Section 16(a) filings noted for him in 2024; only certain other grants were late due to an internal error .
Compliance & Ethics Committee oversight covers global compliance, FDA, FCPA, and code of conduct; Hannon’s chair role is a positive signal for compliance culture .
Insider & Ownership Transactions
| Date | Type | Security | Amount/Terms | Notes |
|---|---|---|---|---|
| 06-08-2020 | Initial director equity grant (option) | Options | 24,701 | 1/4 vesting annually over four years; granted under 2012 LTIP |
| 06-08-2020 | Initial director equity grant (DSUs) | Deferred stock units | 4,588 | One-year time-vest; deferred delivery until end of board service |
No Form 4 transactions specific to Jason M. Hannon were summarized in the 2025 proxy; the company disclosed only certain late filings for other directors due to an internal administrative error, not including Hannon .
Director Compensation Detail (2024)
| Component | Amount | Share Count | Vesting/Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $101,195 | — | 2024 cash fees as disclosed |
| Restricted Stock Unit Awards (DSUs) – Granted | $195,006 | 15,152 | Annual grant; vests at earlier of June 30, 2025 or Annual Meeting; deferred delivery |
| Options – Outstanding at 12/31/24 | — | 24,701 | Outstanding director options |
Committee Assignments & Activity
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Compliance & Ethics | Chair | 4 | Corporate compliance & ethics program; FDA, FCPA; quality/regulatory; code of conduct |
| Compensation & Talent Development | Member | 9 | Executive and director compensation, equity plan administration; independent consultant engagement |
Related Party Transactions & Conflicts
- No transactions involving Jason M. Hannon requiring Item 404(a) disclosure at election; no Hannon-related transactions disclosed in 2024 .
- OFIX policy: Audit & Finance Committee reviews all related person transactions >$120,000; prohibition on serving on competitor boards and conflict review for new board roles .
Say‑on‑Pay & Peer Group Context
- Say‑on‑pay approval: 97% in 2024; ≥90% for nine straight annual meetings .
- Peer group benchmarking used for executive pay includes Accuray, Alphatec, AngioDynamics, Artivion, AtriCure, Avanos, Bioventus, CONMED, Enovis, Globus, Haemonetics, Integer, Integra, LivaNova, Merit, Nevro, NuVasive, ZimVie .
Stock Ownership Guidelines
- Non-employee directors: 5x annual cash retainer; 5-year phase-in; qualifying equity excludes options/PSUs but includes common stock and time-based RSUs/DSUs; all directors currently in compliance (subject to phase-in) .
Clawback & Trading Policies
- Incentive compensation clawback applies to executive officers for restatements (3-year look-back) .
- Hedging and pledging of company stock prohibited for directors and executive officers; cybersecurity and code-of-conduct training enforced .
Executive Sessions
- Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2024 .