Michael M. Finegan
Orthofix MedicalAbout Michael M. Finegan
Independent director and Chair of the Board at Orthofix Medical Inc. (appointed to the Board in December 2023; named Chair in June 2024). Age 61; BA in Economics from Wake Forest University. Former Orthofix executive (14 years, including seven as Chief Strategy Officer) and longtime Boston Scientific executive (16 years in national accounts and corporate sales). Currently CEO of Acera Surgical, a bioscience company focused on synthetic materials for soft tissue repair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orthofix Medical Inc. | Various roles; seven years as Chief Strategy Officer | ~14 years, left in 2020 | Created and led the biologics business; deep company/industry knowledge |
| Boston Scientific | VP Corporate Sales; VP National Accounts; other roles | ~16 years | Commercial leadership in national accounts and corporate sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acera Surgical | Chief Executive Officer | Current | Bioscience company; portfolio of fully engineered synthetic materials for soft tissue repair and regenerative medicine |
Board Governance
- Chair of the Board (independent); CEO and Chair roles separated. Board met 10 times in 2024; average director attendance 98%; independent directors met in executive session at every regularly scheduled quarterly Board meeting .
- Committee assignments: Member, Compliance & Ethics Committee (4 meetings in 2024; chaired by Jason Hannon). Not a member of Audit & Finance or Compensation & Talent Development or Nominating, Governance & Sustainability committees .
- Independence: Board determined Mr. Finegan is independent under Nasdaq rules .
- Insider trading compliance: Company prohibits hedging and pledging by directors; insider trading policy filed as Exhibit 19.1 to 2024 10-K .
Fixed Compensation
| Year | Cash Retainer (Chair/Director) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $81,332 | $0 (not a committee chair) | Not disclosed/applicable | Non‑employee director program: base annual cash retainer $75,000; Chair typically $150,000 (2024 exception for prior interim CEO). Finegan’s 2024 fees reflect partial-year Chair service and standard director retainer structure . |
Performance Compensation
| Grant Type | Grant Date(s) | Shares/Units Granted | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Jan 31, 2024; annual grant 2024 | 8,350; 21,368 (total 29,718) | $390,988 | Vest on earlier of June 30, 2025 or date of 2025 Annual Meeting; settlement deferred until board exit |
| Stock Options (director program) | Outstanding (no 2024 option grant to Finegan) | — | — | Program provides initial option grants vesting over four years for new directors; annual DSUs thereafter . |
Performance metrics tied to director pay: None disclosed; director equity is time-based (DSUs) and alignment-focused, not performance-conditioned .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Acera Surgical | Private | CEO | No related-party transactions with Orthofix disclosed; Audit & Finance Committee reviews/approves related-person transactions >$120,000 . |
- Corporate governance guidelines: directors must notify before joining other boards and cannot serve on or hold significant interests in material competitors; Nominating Committee reviews potential conflicts .
Expertise & Qualifications
- Board skills matrix indicates Mr. Finegan brings senior executive leadership, MedTech industry experience, global business, operational management, corporate responsibility, M&A, and sales/marketing expertise .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Ownership % | Breakdown |
|---|---|---|---|
| Michael M. Finegan | 41,631 | <1% of shares outstanding | DSUs vested/potentially issuable within 60 days: 29,718 ; Options exercisable within 60 days: 11,913 . |
| Outstanding Director Equity (as of 12/31/24) | Options outstanding: 47,652; DSUs outstanding: 29,718 | — | Director grant holdings table . |
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; unvested time-based RSUs and vested but unsettled DSUs count; options do not count. Five-year phase-in; company states all directors are in compliance subject to phase-in periods .
- Hedging/pledging: Prohibited for directors .
- Pledging status: No pledging disclosed for Mr. Finegan; company-wide prohibition .
Governance Assessment
-
Positive signals:
- Independent Chair separate from CEO; strong committee oversight across risk, compensation, and compliance .
- High engagement indicators: Board met 10 times; average 98% attendance; regular executive sessions of independent directors .
- Director pay aligned via DSUs with deferred settlement; robust ownership guidelines and clawback/incentive governance at company level .
-
Potential red flags and watch items:
- Administrative late Section 16 Form 4 filings for Jan 31, 2024 DSU grants (including Finegan) were 26 business days late; company attributes to internal error .
- Chair retainer differences vs typical schedule may reflect transition timing; monitor 2025 disclosure to confirm normalized Chair cash retainer and DSU sizing .
Insider Filings and Transactions
| Date | Filing/Item | Detail |
|---|---|---|
| Jan 31, 2024 (filed late) | Form 4 (DSU grant) | DSU grants to Finegan and others were filed 26 business days late due to internal administrative error . |
| 2024 director equity grants | DSUs | Finegan granted 8,350 DSUs (Jan 31) and annual 21,368 DSUs; total 29,718 DSUs for 2024 . |
Director Compensation Detail (2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $81,332 |
| DSU Awards (shares) | 29,718 |
| DSU Grant Date Fair Value | $390,988 |
| Total | $472,320 |
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compliance & Ethics | Member | 4 |
| Audit & Finance | Not a member | 5 |
| Compensation & Talent Development | Not a member | 9 |
| Nominating, Governance & Sustainability | Not a member | 5 |
Attendance & Engagement
- Board met 10 times in 2024; every director attended at least 75% of Board and applicable committee meetings; average Board/committee attendance was 98% .
Policies Relevant to Investor Alignment
- Prohibition on hedging and pledging for directors and insiders; margin accounts disallowed .
- Stock ownership guidelines (directors 5x annual cash retainer); phase-in 5 years; all directors in compliance subject to phase-in .
Related-Party Transactions
- No related-person transactions disclosed involving Mr. Finegan; 2024 related-party disclosure involved former director Stuart Essig/Integra supply agreement approved by Audit & Finance Committee ($0.6 million) .
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay support ~97%; last nine annual meetings ≥90% approval; reflects broader pay-for-performance posture at company level .
Summary View for Investors
- Governance quality is supported by independent Chair structure, strong engagement metrics, and alignment policies. Minor filing timeliness issue in January 2024 appears administrative rather than indicative of broader governance weakness. Equity alignment via deferred DSUs and ownership guidelines creates skin-in-the-game, though direct beneficial ownership is <1%—typical for outside directors; monitor ongoing Chair compensation and holdings for continued alignment .