John B. Henneman, III
Orthofix MedicalAbout John B. Henneman, III
Independent director since January 5, 2023 (appointed in connection with the SeaSpine merger); age 63. Education: A.B. in Politics from Princeton University and J.D. from the University of Michigan Law School . Serves as Audit Committee Financial Expert and brings senior management experience across finance, legal affairs, M&A, and business operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integra LifeSciences | Various leadership roles; CFO; previously General Counsel & Chief Administrative Officer; managed business development, regulatory/quality, clinical affairs, HR, IT, legal, and surgical instruments business | 1998–2014 (CFO 2007–2014) | Deep operating and transaction experience across life sciences functions |
| NewLink Genetics | EVP & CFO; Chief Administrative Officer | Oct 2014–Jul 2018 (EVP & CFO); Jul 2018–Nov 2018 (CAO) | Public-company finance leadership in biotech |
| SeaSpine | Director | Jul 2015 until OFIX/SeaSpine merger completion Jan 5, 2023 | Board experience in spine medtech |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| R1 RCM, Inc. | Director (public) | Current | Revenue cycle services for providers |
| Aprea Therapeutics, Inc. | Director (public) | Current | Biotech (oncology) |
| Anika Therapeutics, Inc. | Director (public) | Current | Medical device, joint preservation; sector-adjacent to orthopedics |
| Alafair Biosciences, Inc. | Director (private) | Current | Private medtech |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq listing standards |
| Committee assignments | Audit & Finance Committee (member); Nominating, Governance & Sustainability Committee (Chair) |
| Audit expertise | Designated “audit committee financial expert” |
| Board/committee meeting cadence (2024) | Board met 10 times; Audit & Finance met 5; Compensation & Talent met 9; Nominating, Governance & Sustainability met 5; Compliance & Ethics met 4 |
| Attendance | Every director attended ≥75% of meetings of the Board/committees on which they served; average director attendance 98% |
| Executive sessions | Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2024 |
| Board leadership | Independent Chair (Michael M. Finegan); Chair and CEO roles separated |
| Stock ownership guidelines | Non-employee directors must hold stock equal to 5x annual cash retainer; phase-in 5 years; all directors in compliance subject to phase-ins |
| Hedging/Pledging policy | Directors prohibited from hedging or pledging OFIX securities; margin accounts not permitted |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $79,283 |
| Program structure (reference) | Base annual cash retainer $75,000 for non-employee directors; +$15,000 for standing committee Chairs; Board Chair typically $150,000 (2024 exception for interim CEO) |
Performance Compensation
| Equity Award (2024) | Shares Granted | Grant-Date Fair Value | Vesting / Deferral |
|---|---|---|---|
| Deferred Stock Units (annual grant) | 15,152 | $195,006 | Vests on the earlier of June 30, 2025 or the date of the Annual Meeting; settlement deferred until service ends |
Note: OFIX director equity is time-based (no performance metrics attached to director grants). DSUs align interests via deferred settlement and ownership guideline compliance .
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Competitor/supplier/customer overlaps | OFIX prohibits directors from serving on boards of material competitors and requires advance notice/review for other boards; Nominating, Governance & Sustainability Committee reviews potential conflicts. No Henneman-related related-party transactions disclosed for 2024 . |
| Compensation oversight | Compensation & Talent Development Committee comprised solely of independent directors; no interlocks in 2024; retains independent consultant (Meridian; formerly Mercer) . |
| Shareholder sentiment | Say-on-pay supported by ~97% of votes cast at 2024 AGM; ≥90% support at each of last nine AGMs . |
Expertise & Qualifications
- Financial, accounting, legal, and M&A expertise; public-company CFO and CAO experience; designated audit committee financial expert .
- Education: A.B. (Princeton); J.D. (University of Michigan Law School) .
- Multi-board medtech and healthcare services experience (R1 RCM, Aprea, Anika, Alafair) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Directly owned | 41,045 | As of April 21, 2025 |
| Deferred Stock Units (vested or potentially issuable within 60 days) | 29,506 | As of April 21, 2025 |
| Stock Options (currently exercisable or exercisable within 60 days) | 31,778 | As of April 21, 2025 |
| Total beneficial ownership | 102,329 | As of April 21, 2025 |
| Shares outstanding | 39,180,306 | As of April 21, 2025 |
| Ownership as % of outstanding | ~0.26% | Computed from 102,329 / 39,180,306 |
| Pledging/Hedging | Prohibited by policy; margin accounts not permitted | |
| Ownership guideline compliance | Company states directors are in compliance subject to phase-in periods |
Governance Assessment
- Strengths
- Independent director with audit committee financial expert designation; chairs Nominating, Governance & Sustainability, signaling strong governance and succession oversight .
- High engagement environment (Board 10 meetings; average attendance 98%; independent executive sessions each quarterly meeting) .
- Alignment mechanisms: robust ownership guidelines (5x retainer), DSU deferral until board service ends, and strict anti-hedging/pledging policy .
- No Henneman-related party transactions disclosed; Compensation Committee independence and use of independent consultants reduce conflict risk .
- Watch items
- Multiple outside public boards (R1 RCM, Aprea, Anika) imply time commitments; OFIX’s policies require conflict review and prohibit service on material competitors—ongoing monitoring advisable given sector adjacency with Anika .
- Director cash fees ($79,283) and annual DSU grant ($195,006) are within program ranges; ensure adherence to ownership guideline trajectory and continued non-pledging compliance .