Wayne Burris
Orthofix MedicalAbout Wayne Burris
Wayne Burris, age 70, is an independent director of Orthofix Medical Inc., currently serving as Chair of the Audit & Finance Committee and a member of the Nominating, Governance & Sustainability Committee; he was first appointed in September 2021, departed at the SeaSpine merger closing in January 2023, and was re-elected in June 2023 . Burris is a CPA with a B.S. in Accounting and Finance from Butler University; he spent 1996–2019 as SVP and CFO of Roche Diagnostics, including leading global finance for Diabetes Care, and earlier was a senior manager at Price Waterhouse LLP . The Board determined he is independent under Nasdaq rules and qualifies as an “audit committee financial expert” as defined in Item 407(d) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche Diagnostics Corporation | Senior Vice President & Chief Financial Officer; member of Global Roche Diagnostics Finance Executive Committee | 1996–2019 | Financial oversight across sales/marketing, R&D, operations, regulatory, quality; strategic and business development guidance |
| Roche Diabetes Care | Head of global finance | Part of 1996–2019 | Oversight across core business functions |
| Price Waterhouse LLP | Senior Manager | Prior to Roche | Audit/finance leadership; CPA credential foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana Biosciences Research Institute | Founding board member | Not disclosed | Lifesciences ecosystem development in Indiana |
| BioCrossroads (Board & Executive Committee) | Board member | Not disclosed | State of Indiana lifesciences advocacy and ecosystem building |
The proxy biography does not list any current public-company directorships for Burris .
Board Governance
- Committee assignments: Chair, Audit & Finance; Member, Nominating, Governance & Sustainability .
- Independence: Board determined Burris independent under Nasdaq standards .
- Audit financial expert: Board determined Burris qualifies as an “audit committee financial expert” .
- Attendance and engagement: Board met 10 times in 2024; all directors attended ≥75% of Board/committee meetings; average director attendance 98% .
- Executive sessions: Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2024 .
- Committee activity: Audit & Finance (5 meetings), Compensation & Talent Development (9), Nominating/Governance/Sustainability (5), Compliance & Ethics (4) in 2024 .
Committee Roles Table
| Committee | Role | 2024 Meetings | Scope Highlights |
|---|---|---|---|
| Audit & Finance | Chair | 5 | Oversees financial reporting, auditor, internal controls, ERM, quarterly cybersecurity reviews |
| Nominating, Governance & Sustainability | Member | 5 | Board composition, succession, corporate governance principles, CR and climate oversight |
Fixed Compensation
- Director cash retainer framework (2024): $75,000 base for non-employee directors; +$15,000 to each standing committee chair; Chair of the Board typically $150,000 (Burzik did not receive while interim CEO) .
- Burris 2024 cash paid: $79,283 (as reported) .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (program terms) | $75,000 | Non-employee directors |
| Committee chair cash retainer (program terms) | $15,000 | Per standing committee chair |
| Cash paid to Burris (2024 actual) | $79,283 | As disclosed in Director Compensation Table |
Performance Compensation
Orthofix uses equity to align director pay with shareholder interests. Directors receive: (1) an initial stock option grant ($300,000 FMV) vesting over four years upon joining, and (2) annual one‑year time‑vesting deferred stock units ($195,000 FMV), settled only upon ceasing service .
| Grant Type | 2024 Grant To Burris | Grant Date/Terms | Fair Value |
|---|---|---|---|
| Annual deferred stock units (DSUs) | 15,152 units | Annual DSU vests on the earlier of June 30, 2025 or the Annual Meeting date; deferred until end of service | $195,006 |
| Initial director stock options | Not disclosed for 2024 | Program term: ~$300,000 grant FMV; 4-year vest; options at joining | Program description only |
Director equity awards are service‑based; no performance metrics are attached to director equity awards. Executive compensation metrics (for management) include Company-wide net sales, adjusted EBITDA, adjusted free cash flow, NPI targets, and CR hours—but these do not apply to directors’ pay structures .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict | Status |
|---|---|---|---|
| Public company boards | Not disclosed | None disclosed | No current public-company directorships listed in the proxy biography |
Expertise & Qualifications
- CPA; finance/accounting depth and MedTech sector experience (Roche Diagnostics CFO; Price Waterhouse background) .
- Board-designated audit committee financial expert .
- Strategic oversight across R&D, operations, regulatory, quality, sales/marketing during Roche tenure .
- Lifesciences community leadership in Indiana (IBRI founding board; BioCrossroads Board) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 43,611 shares | 6,383 owned directly; 25,315 DSUs vested/potentially issuable within 60 days; 11,913 options currently exercisable or exercisable within 60 days |
| Percent of class | <1% | Footnote “Represents less than one percent” in ownership table |
| Outstanding director options (12/31/2024) | 47,652 | Per director holdings table |
| Outstanding DSUs (12/31/2024) | 25,315 | Per director holdings table |
Policies and alignment:
- Stock ownership guidelines: non‑employee directors required to hold equity equal to 5x annual cash retainer; progress measured and, subject to phase‑in for recent appointments, all directors are currently in compliance .
- Hedging/pledging: prohibited for directors; cannot hedge or pledge company stock under Insider Trading Policy and Corporate Governance Guidelines .
Governance Assessment
- Strengths: Independent director; Audit Chair; audit financial expert designation; strong finance/MedTech background; high Board/committee activity; independent director executive sessions each quarter—all supportive of oversight quality and investor confidence .
- Alignment: Meaningful DSU holdings and options; director ownership guidelines (5x retainer) with compliance; hedging/pledging bans reduce misalignment risk .
- Attendance/engagement: Board met 10 times in 2024 with average 98% attendance; directors ≥75% attendance threshold met; directors expected to attend Annual Meeting .
- Conflicts/related-party exposure: No Burris-related party transactions disclosed; policy mandates Audit & Finance Committee pre‑approval of related person transactions >$120,000; one 2024 supplier transaction involved a former director (Essig/Integra) and was Audit Committee‑approved .
- Shareholder sentiment: Say‑on‑pay support at 97% in 2024 and ≥90% for nine consecutive annual meetings—signals broader compensation governance strength, though primarily for executives .
Insider Trades & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Timely for Burris | Only late filings noted were DSUs for Bazaar, Finegan, Kummeth (not Burris), due to internal error |
Director Compensation Details (Program Summary)
| Component | 2024 Program Terms | Notes |
|---|---|---|
| Cash retainer | $75,000 | All non-employee directors |
| Committee chair retainer | +$15,000 | For each standing committee chair |
| Chair of the Board retainer | $150,000 | Typically; exception noted during interim CEO period |
| Annual DSU grant | ~$195,000 FMV | One-year service vest; settlement deferred until director leaves Board |
| Initial option grant | ~$300,000 FMV | Vest over four years; granted upon joining |
RED FLAGS
- None disclosed specific to Burris: no related‑party transactions; hedging/pledging prohibited; Section 16 compliance was timely for Burris; audit chair designation supports governance rigor .
Summary Signals for Investors
- Audit Chair with financial expert status, independence, and extensive CFO experience mitigate financial reporting risk and strengthen ERM/cyber oversight .
- Equity alignment via DSUs and options plus ownership guideline compliance supports shareholder alignment; absence of hedging/pledging reduces misalignment risk .
- Board effectiveness indicators (high attendance; executive sessions; active committees) are positive; no Burris‑specific conflicts identified in 2024 disclosures .