Lance A. Berry
About Lance A. Berry
Lance A. Berry (age 52) is an independent Class II director at Treace Medical Concepts, Inc. (TMCI) who has served since October 2022 (tenure ~2.5 years). He is EVP & CFO of Artivion (NYSE: AORT) since December 2023; previously he held senior finance and operations roles at Wright Medical (2002–2020), began his career in audit at Arthur Andersen (1995–2002), is a (inactive) CPA, and holds bachelor’s and master’s degrees in accounting from the University of Mississippi .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Wright Medical Group, Inc. | EVP, Chief Financial & Operations Officer | Jan 2019 – Nov 2020 | Senior operating and finance executive (public medtech) |
| Wright Medical Group, Inc. | SVP & CFO | Dec 2009 – Jan 2019 | Senior finance leadership through public-company phase and sale to Stryker |
| Wright Medical Group, Inc. | Corporate Controller and other finance roles | 2002 – Dec 2009 | Controller and ascending finance leadership |
| Arthur Andersen LLP | Auditor (Audit Division) | 1995 – 2002 | External audit experience |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Artivion (NYSE: AORT) | EVP & CFO | Since Dec 2023 | Cardiac/vascular surgery company |
| Vapotherm (OTCQX: VAPO) | Director | Jan 2020 – Sep 2024 | Public medtech board experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Berry is independent under Nasdaq rules |
| Committees | Audit Committee member; designated “audit committee financial expert” along with Bakewell |
| Committee attendance | Audit Committee 2024 meetings: 4; actions by consent: 2; overall committee attendance: 100% |
| Board meetings | Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; 8 of 9 directors attended the May 21, 2024 annual meeting |
| Board structure context | Lead Independent Director role established (Richard W. Mott) effective Aug 2024; separate Chair/CEO combined post-AGM 2025 with a lead independent retained |
Fixed Compensation
Non-employee director policy (effective Jan 17, 2024 unless noted) and Berry’s cash fees:
| Item | Amount/Detail |
|---|---|
| Annual cash retainer (Board member) | $45,000 |
| Chair of Board | +$45,000 |
| Committee chair (Audit, Comp, NCG) | +$20,000 |
| Committee member (Audit, Comp, NCG) | +$10,000 |
| Lead Independent Director retainer (from Aug 2024) | $50,000 |
| Berry – Cash fees 2023 | $54,736 |
| Berry – Cash fees 2024 | $55,000 |
Performance Compensation
Director equity is time-based (not performance-conditioned). Annual equity split is 50% options/50% RSUs; annual options vest 1/12 monthly over ~1 year; annual RSUs vest on earlier of first anniversary or immediately before the next annual meeting; change-in-control accelerates vesting for director awards .
-
2023 grants and outcomes (Berry):
- RSU grant-date fair value: $72,514
- Option grant-date fair value: $72,539
-
2024 grants and outcomes (Berry):
- RSU grant-date fair value: $75,002
- Option grant-date fair value: $75,001
| Year | RSUs ($) | Options ($) | Total Equity ($) |
|---|---|---|---|
| 2023 | 72,514 | 72,539 | 145,053 |
| 2024 | 75,002 | 75,001 | 150,003 |
Vesting mechanics (policy):
- Annual option grant: 1/12 monthly; final tranche vests by next annual meeting; 10-year term; strike = grant-date FMV .
- Annual RSU grant: vests by next annual meeting or 1-year anniversary, whichever earlier .
- Initial director equity at joining: $150,000 options (Black-Scholes) + $150,000 RSUs; options vest monthly over 36 months; RSUs vest in 1/3 tranches annually over 3 years .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Berry post Sep 2024 |
| Prior public boards | Vapotherm (Jan 2020 – Sep 2024) |
| Committee interlocks (company-level) | Compensation Committee had no interlocks or insider participation in 2024 |
| Network ties | Multiple TMCI directors/executives share prior Wright Medical experience (Berry; CEO John T. Treace; director John K. Bakewell), indicating potential network information flow but not a reportable interlock under SEC rules |
Expertise & Qualifications
- Financial expert: TMCI designates Berry as an “audit committee financial expert” (SEC definition) .
- Credentials: (inactive) CPA; bachelor’s and master’s in accounting (University of Mississippi) .
- Domain experience: Senior finance/operator roles in public medtech; current CFO of AORT .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (Record Date Mar 24, 2025) | 73,283 shares; less than 1% of outstanding |
| Prior year ownership (Record Date Mar 25, 2024) | 20,261 shares; less than 1% |
| Outstanding at FY-end 2024 (director awards) | Options outstanding: 59,004; Unvested stock awards: 16,035 |
| Hedging / Pledging | Company prohibits hedging and pledging by directors/officers/employees |
| Stock ownership guidelines (adopted Feb 19, 2025) | Directors: 3x Board cash retainer; achievement by Dec 31, 2030 or five years from appointment; all directors within accumulation period and in compliance as of record date |
Director Compensation (Annual)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 54,736 | 72,514 | 72,539 | 199,789 |
| 2024 | 55,000 | 75,002 | 75,001 | 205,004 |
Board Governance Signals
- Attendance: Berry’s Audit Committee attendance was 100% in 2024; directors overall met at least 75% attendance thresholds; Board held 8 meetings .
- Independence: Board determined Berry is independent under Nasdaq rules .
- Risk oversight: Audit Committee oversees ERM, ICFR, cybersecurity; reviews related-party transactions; Berry sits on this committee .
- Shareholder support: Say‑on‑pay passed with 91.78% support at the 2024 annual meeting (for 2023 program), indicating overall investor confidence in compensation governance .
Potential Conflicts / Related-Party Exposure
- Related-person transactions: No transactions involving Berry were disclosed; Audit Committee reviews and approves any related-party transactions under policy .
- Family ties on Board: A separate board family relationship exists (CEO is nephew of retiring Chair James T. Treace) but does not involve Berry .
Governance Assessment
- Strengths: Independent financial expert with deep medtech CFO experience; serves on Audit Committee with 100% attendance; subject to anti‑hedging/anti‑pledging; covered by director stock ownership guidelines instituted in 2025 .
- Alignment: Director pay mix is ~50/50 equity options/RSUs that vest over short cycles and accelerate on change‑in‑control, aligning with shareholder value while ensuring service continuity; Berry’s TMCI equity/awards have increased y/y and he holds options/RSUs outstanding, signaling some skin‑in‑the‑game .
- Watch items: Multiple directors/executives share Wright Medical backgrounds (possible groupthink/network effects), though no interlocks or related‑party transactions are disclosed; Board retains strong independence and formal risk oversight via committees .