John K. Bakewell

About John K. Bakewell

Independent Class III director of Treace Medical Concepts, Inc. (TMCI) since November 2020; aged 63 with 4.5 years of board tenure as of the 2025 proxy. He is Audit Committee Chair, a member of the Nominating & Corporate Governance Committee (NCG), and designated an “audit committee financial expert.” Bakewell is a career CFO across med-tech, diagnostics, and healthcare services; he holds a BA in Accounting (University of Northern Iowa) and is a CPA (inactive). TMCI’s Board affirms his independence under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Board determined Bakewell is independent; TMCI independent directors meet in regular executive sessions .
• Board structure and leadership: Post-2025 annual meeting, CEO John T. Treace became Board Chair with Richard W. Mott as Lead Independent Director to strengthen checks and oversight .
• Attendance: In 2024, each director attended at least 75% of Board and committee meetings; Audit (4 meetings), Compensation (5), NCG (5). Audit and NCG reported 100% attendance for members .
• Risk oversight: Audit Committee (chaired by Bakewell) oversees enterprise risk, internal controls, cybersecurity, and related-party transactions; the committee’s report is included annually .

Fixed Compensation

• Policy: As of Jan 17, 2024, cash retainers for non-employee directors were $45,000 (Board member), plus $20,000 (committee chair) or $10,000 (committee member). Lead Independent Director retainer $50,000 established August 2024. Chair of the Board receives an additional $45,000 .
• Bakewell cash fees:

Performance Compensation

• Equity mix for directors: Annual equity grants split 50% options / 50% RSUs (non-employee directors; options not incentive stock options). Grants occur at the annual meeting; options priced at FMV, 10-year term .
• Vesting schedules:
  • Annual options: 1/12 monthly over a year; final tranche vests at the next annual meeting .
  • Annual RSUs: vest at the earlier of first anniversary or immediately before next annual meeting .
  • Change-in-control: all director options/RSUs fully vest upon change in control, subject to continued service through closing .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; meets heightened independence and sophistication requirements .
• 30+ years as CFO/finance leader across diagnostics, med-tech, and healthcare services .
• Governance depth via multiple public boards; familiarity with SEC, PCAOB interactions, and investor engagement .

Equity Ownership

• Beneficial ownership and alignment:
  • Shares beneficially owned:
    • 2024: 505,695 shares; includes options exercisable within 60 days and RSUs scheduled to vest within 60 days .
    • 2025: 684,046 shares; 1.09% of outstanding shares .
  • Outstanding equity at FY year-end:
    • 2023: 158,347 options outstanding; 2,753 unvested RSUs .
    • 2024: 191,607 options outstanding; 15,091 unvested RSUs .

• Ownership policies:
  • Stock ownership guidelines adopted Feb 19, 2025: Directors to hold ≥3x Board cash retainer; compliance expected by Dec 31, 2030 or five years after appointment .
  • Hedging and pledging prohibited for directors and officers under insider trading compliance policy .

Insider Trades

Note: Annual director equity grants occur at the annual meeting date per policy; the vest/grant mechanics follow RSU/option schedules described above .

Governance Assessment

• Strengths

  • Financial oversight: Bakewell chairs a fully independent Audit Committee, designated financial expert; committee oversees ERM, internal controls, cybersecurity, and related-party reviews .
  • Engagement: Committee and Board attendance strong (Audit/NCG 100% in 2024; Board ≥75%); indicates active oversight .
  • Ownership alignment: Meaningful personal shareholding; director equity grants are time-based, supporting long-term alignment; anti-hedging/pledging policies reduce misalignment risk .
  • Compensation governance: Independent compensation consultant (Compensia); robust pay governance; strong prior say-on-pay support (91.78% in 2024) indicating investor acceptance .

• Potential risks and red flags

  • Leadership concentration post-2025: CEO also Chair; mitigated by Lead Independent Director, but investors typically scrutinize combined roles; continued emphasis on strong committee leadership (incl. Audit under Bakewell) is important .
  • Family ties elsewhere on Board: CEO is nephew of prior Chair (James T. Treace); not a direct conflict for Bakewell, but overall board independence optics matter. Audit Committee explicitly reviews related-party transactions .
  • Option-heavy director equity historically can be more sensitive to short-term price volatility; however, TMCI balances director equity 50/50 RSU/options and fully time-based vesting .

• Signals for investor confidence

  • Bakewell’s 2024 open-market purchase is a positive alignment signal during a trough in share price [SEC Form 4 links above].
  • Audit Committee reports and independence disclosures are robust; director ownership guidelines formalized in 2025 further tighten alignment .

Director Compensation

Equity Compensation Plans (Director holdings context)

• Options priced at grant-date FMV; standard 10-year term; exercise pricing and valuation per ASC 718; vest schedules time-based only (no performance conditions) .
• Unvested RSUs and options are excluded from ownership guideline tallies until vesting; performance awards are not used for directors .

Related-Party & Conflict Checks

• Audit Committee (chaired by Bakewell) reviews and approves related-party transactions; current disclosures show family employment related to CEO, not Bakewell; no loans disclosed; indemnification agreements standard .
• Insider trading compliance policy in place; hedging and pledging banned .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval for 2023 program: 91.78% support; TMCI incorporates investor feedback into pay program evolution .

Conclusion

Bakewell’s profile—independent, audit financial expert, high attendance, and open-market buying—supports investor confidence in TMCI’s financial oversight. Continued vigilance around board leadership concentration (CEO as Chair) and family ties is warranted, but mitigations (Lead Independent Director, strong committee independence) are in place. Equity and ownership policies further align director incentives with long-term shareholder value .