Lawrence W. Hamilton
About Lawrence W. Hamilton
Lawrence W. Hamilton, age 67, is an independent director of Treace Medical Concepts, Inc. (TMCI) serving since November 2020 (tenure ~4.5 years). He chairs the Compensation Committee and serves on the Audit Committee. Hamilton’s background is in human resources and executive compensation, with prior senior roles at Tech Data (SVP HR/CHRO), Linvatec (VP HR & Administration), and Bristol-Myers Squibb; he is an Executive Coach and Senior Adjunct Faculty with the Leadership Development Institute at Eckerd College since 2008. He holds a BA (Fisk University), an MPA (University of Alabama), and an Ed.S. (George Washington University), and certifications including SPHR, CCP, and BCC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tech Data Corporation | SVP, Human Resources; Chief Human Resources Officer | 1993–2006 | Led HR and compensation policy development |
| Linvatec | VP, Human Resources & Administration | 1991–1993 | HR leadership |
| Bristol-Myers Squibb | HR management roles | 1985–1991 | HR operations |
| Leadership Development Institute at Eckerd College | Executive Coach; Senior Adjunct Faculty | Sep 2008–present | Leadership development and coaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wright Medical Group, Inc. | Director | Prior to acquisition by Stryker (Nov 2020) | Public medtech board experience |
| HomeBanc Mortgage (NYSE: HBMC) | Director | Prior period | Public company board experience |
Board Governance
- Classification: Class I director; nominated for re‑election at the May 20, 2025 AGM; term would run to 2028 if elected .
- Independence: The Board determined Hamilton is independent under Nasdaq rules (7 of 9 directors independent as of the proxy) .
- Committees: Compensation Committee Chair; Audit Committee member .
- Attendance and engagement:
- 2024 Board: eight meetings; each director attended ≥75% of aggregate Board/committee meetings; eight of nine directors attended the 2024 AGM .
- Audit Committee: 4 meetings in 2024; committee attendance 100% .
- Compensation Committee: 5 meetings in 2024; committee attendance 100% .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Leadership structure: CEO/Chair roles will be combined after the 2025 AGM; Lead Independent Director (Richard Mott) appointed Aug 2024 to strengthen independent oversight .
- Risk oversight: Audit Committee oversees financial, internal control, cybersecurity and related-party transactions; Compensation Committee oversees compensation risk, clawbacks, succession and human capital; Nominating & Corporate Governance oversees compliance/ESG .
Fixed Compensation
| Component | 2024 Policy/Amount | Details |
|---|---|---|
| Annual Board cash retainer | $45,000 | Paid quarterly in arrears |
| Committee chair fees | $20,000 per year (Audit/Comp/NCG) | Effective Jan 17, 2024 |
| Committee member fees | $10,000 per year (Audit/Comp/NCG) | Effective Jan 17, 2024 |
| Chair of Board | $45,000 | For the Board Chair role |
| Lead Independent Director | $50,000 | Established Aug 2024 |
Director-specific 2024 compensation (Hamilton):
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $74,780 |
| Stock Awards ($) | $75,002 |
| Option Awards ($) | $75,001 |
| Total ($) | $224,784 |
Performance Compensation
- Equity mix for non‑employee directors (2024): Annual equity grant targeted at $150,000 split 50% options and 50% RSUs; initial onboarding grants targeted at $300,000 (same 50/50 split) .
- Vesting and terms:
- Annual options: 1/12 monthly vest; 10‑year term; exercise price = grant-date fair market value .
- Annual RSUs: vest on earlier of first anniversary or immediately before next AGM .
- Change-in-control: Director options/RSUs fully vest upon change in control, subject to continued service through vesting date .
- Performance metrics: None disclosed for director compensation; director equity awards are time-based rather than performance-based .
Director equity position at FY-end:
| Metric (as of 12/31/2024) | Quantity |
|---|---|
| Options outstanding | 191,607 |
| Unvested RSUs outstanding | 15,091 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No member (including Hamilton) was an officer/former officer; no relationships requiring Item 404 disclosure in 2024 .
- Related party and interlocks: None disclosed involving Hamilton .
Expertise & Qualifications
- Deep HR and compensation expertise; managed enterprise HR/compensation policies at Tech Data; prior HR roles at Linvatec and BMS .
- Education: BA (Fisk), MPA (Univ. of Alabama), Ed.S. (GWU) .
- Certifications: Senior Professional in Human Resources (SPHR), Certified Compensation Professional (CCP), Board Certified Coach (BCC) .
- Governance qualifications: Experienced in compensation policy, board committee service, and public company medtech governance (Wright Medical, HomeBanc) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 211,746 |
| % of shares outstanding | <1% (asterisk in table) |
| Components noted in footnote | Includes 191,607 options exercisable or becoming exercisable within 60 days and 15,091 RSUs scheduled to vest within 60 days |
Alignment policies:
- Stock ownership guidelines (adopted Feb 19, 2025): Directors to own 3x Board cash retainer; compliance by Dec 31, 2030 or within five years of appointment; all directors currently within accumulation period and in compliance .
- Anti-hedging/anti-pledging: Directors prohibited from hedging (short sales, options) and pledging or margining Company stock .
- Insider trading compliance policy in place and filed as Exhibit 19.1 to 2024 Form 10‑K .
Governance Assessment
- Board effectiveness: Hamilton provides strong HR/compensation leadership as Compensation Committee Chair; full attendance at committees in 2024 (100%), supporting process rigor and pay oversight .
- Independence and oversight: Hamilton is independent; Audit membership adds financial oversight breadth; Audit Committee reviews related-party transactions and internal controls, strengthening governance .
- Pay structure signals: Director compensation balanced between cash and equity with standardized vesting; automatic full vesting on change-in-control is shareholder‑unfriendly but common; ownership guidelines and anti‑hedging bolster alignment .
- Potential conflicts/red flags:
- Family relationship exists between CEO (John T. Treace) and retiring Chair (James T. Treace), but not involving Hamilton; Audit oversees related-party transactions; disclosed employment of CEO’s brother-in-law; no Hamilton-related RPTs disclosed .
- CEO/Chair combination post‑AGM increases concentration of power; mitigated by Lead Independent Director and independent committee leadership (including Hamilton) .
- Shareholder sentiment: Prior say‑on‑pay approval of 91.78% in 2024 suggests broad investor support for compensation governance framework; Compensation Committee considers feedback in design .
Insider filings (context):
- Routine director Form 4 filings are present (e.g., May 2024/May 2025) reflecting equity grant/vesting activity consistent with policy .