Jeffrey Dunn
About Jeffrey W. Dunn
Chairperson of the Board at SI-BONE (SIBN); age 70; director since 2008. Former President and CEO of SI-BONE from inception until April 2021; served as Executive Chair from April 2021 to May 2023 before becoming non-executive Chair. Education: B.A. Colgate University; M.B.A. Babson College. Independence: not independent given prior CEO role. Attendance: Board met 4 times in 2024; all directors attended at least 75% of meetings and assigned committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SI-BONE, Inc. | President & CEO; Executive Chair; Chairperson | CEO Apr 2008–Apr 2021; Executive Chair Apr 2021–May 2023; Chair since May 2023 | Led company from inception; transition to independent board leadership with Lead Independent Director structure |
| INBONE Technologies, Inc. | Chief Executive Officer | Dec 2006–Apr 2008 | Led to sale to Wright Medical Technology, Inc. in Apr 2008 |
| Active Decisions, Inc. | Chief Executive Officer | Aug 2000–Jun 2006 | Led strategic sale to Knova Software, Inc. |
| Velogic, Inc. | Chief Executive Officer | Dec 1999–Jun 2000 | Led sale to Keynote Systems Inc. |
| EnterpriseLink Inc. | Chief Executive Officer | Jun 1999–Dec 1999 | Led sale to Merant, Inc. |
| Accel Graphics Inc. | Chief Executive Officer | Nov 1994–Jun 1998 | Led sale to Evans and Sutherland Computer Corp. |
| Evans and Sutherland; Cygnet Systems; Avnet; Xerox | Executive roles | Various | Senior leadership experience across technology and distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | The 2025 proxy does not list current public company directorships outside SI-BONE for Mr. Dunn |
Board Governance
- Board role: Chairperson; not assigned to Audit, Compensation, or Nominating & Corporate Governance Committees. Committee composition: Audit (Hilleman—Chair; Davis; Wolf), Compensation (Davis—Chair; Hinckley; West), Nominating & Corporate Governance (Nishimura—Chair; Freund; Hilleman). Meetings in 2024: Audit 4; Compensation 6; Nominating 4.
- Independence: Board determined Dunn is not independent due to former CEO service; majority of board is independent; Lead Independent Director is Timothy E. Davis, Jr.
- Board structure and oversight: Separation of CEO and Chair; Lead Independent Director coordinates agendas and board effectiveness; board oversees risk via committees; cybersecurity oversight by Audit Committee.
- Attendance: Board met 4 times in 2024; all directors met the 75% attendance threshold.
Fixed Compensation
| Component | Amount | Timing/Terms | Source |
|---|---|---|---|
| Annual Board Retainer (non-employee director) | $45,000 | Paid quarterly in arrears | |
| Chair of the Board Retainer | $45,000 | Paid quarterly in arrears | |
| Committee Fees (Chair/Member) | Audit $20,000/$10,000; Compensation $15,000/$7,000; Nominating $10,000/$5,000 | Paid quarterly in arrears | |
| 2024 Cash Fees (Dunn) | $90,000 | Reflects Board + Chair retainers; no committee fees | |
| 2024 Director Stock Award (Dunn) | $109,712 | RSU grant; grant-date fair value | |
| Outstanding RSUs (Dunn) | 17,625 shares | As of Dec 31, 2024 | |
| Outstanding Options (Dunn) | 228,754 options | As of Dec 31, 2024 |
- New director initial RSU grant: $250,000 value, vest ratably over 36 months; annual RSU grant to continuing directors: $120,000 value, vest ~1 year. Change-of-control: unvested director equity fully vests immediately prior to effective date.
Performance Compensation
- Non-employee director compensation does not include performance-based cash bonuses; RSUs are time-based and not tied to operating metrics; no director PSUs disclosed.
- Clawback policy applies to executive incentive compensation, not to fixed director retainers; company maintains clawback for executive incentive compensation upon restatement under SEC/Nasdaq rules.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external public company boards for Dunn disclosed in proxy; no interlocks with SI-BONE executives noted. |
Expertise & Qualifications
- Skills matrix flags for Dunn: medical device industry knowledge; mergers & acquisitions; regulatory/clinical; risk management/healthcare compliance; human capital; global business experience; public company leadership track-record.
- Strategic rationale: separation of CEO and Chair leverages Dunn’s deep operational history as a bridge to the Board while preserving CEO focus on operations.
Equity Ownership
| Holder | Shares Owned | Right to Acquire Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jeffrey W. Dunn | 111,933 | 229,570 | 341,503 | <1% |
| Note: | Shares held via Jeffrey W. Dunn Living Trust Dated May 17, 2012 (111,933). | — | — | — |
- Director outstanding equity: options 228,754; RSUs 17,625 as of 12/31/2024.
- Stock ownership guidelines: non-employee directors must hold shares valued at least 3x the annual Board cash retainer; five-year compliance window; hedging/pledging prohibited. Company reports all non-employee directors met or were on track as of end of 2024.
Governance Assessment
- Independence and role: Dunn is not independent (former CEO) and serves as Chair, which can concentrate influence; mitigants include a majority-independent board and a Lead Independent Director with coordination authority over agendas and committee work.
- Committee segregation: Dunn is not on Audit, Compensation, or Nominating committees, reducing direct involvement in oversight of financial reporting, pay, and nominations—these are led by independent chairs (Hilleman, Davis, Nishimura).
- Attendance/engagement: Board met 4 times in 2024; directors met the 75% attendance requirement; Compensation Committee meets regularly in executive session.
- Pay alignment and safeguards: Director pay is modest and structured (cash retainers + time-based RSUs); hedging/pledging banned; stock ownership guidelines promote alignment. No related-party transactions >$120k since start of FY2024.
- Shareholder sentiment: Say-on-pay approval was ~98.3% in June 2024, signaling broad investor support for overall pay practices (primarily executive pay).
- RED FLAGS: Non-independence of Chair due to prior CEO role; potential perception risk on board independence despite Lead Independent Director structure. No disclosed related-party transactions, pledging, or hedging mitigating conflict concerns.