Fritz LaPorte
Venus ConceptAbout Fritz LaPorte
Fritz LaPorte, age 55, has served on Venus Concept Inc.’s Board since November 2019 (previously a director of Venus Concept Ltd. from August 2015) and is designated independent under Nasdaq rules. He is a seasoned medical device executive and finance leader, co‑founder and former CFO/Treasurer of MAKO Surgical (acquired by Stryker), later serving as CFO of Stryker’s Mako business unit; he holds a BBA in Accounting from Florida Atlantic University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAKO Surgical Corp. | Co‑founder; SVP, Chief Financial Officer & Treasurer | Nov 2004 – Dec 2013 | Led finance through high‑growth scaling; prepared company for acquisition by Stryker |
| Stryker – Mako Business Unit | Vice President & Chief Financial Officer | Dec 2013 – Jun 2014 | Assisted integration of MAKO into Stryker post‑acquisition |
| Dovere Advisory Group, LLC | Partner & Co‑founder | Oct 2014 – Present | Advises early‑stage medtech/healthcare companies on value creation and risk mitigation |
| Venus Concept Ltd. | Director | Aug 2015 – Nov 2019 | Board oversight prior to public company combination |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holy Cross Health (Fort Lauderdale) | Director; Board Chair (past) | Director since Jan 2018; Chair Jan 2021 – Dec 2023 | Board leadership and governance oversight at major health system |
| LAVA Acquisition Corp. (Nasdaq: LVACU) | Director; Audit Committee Chair | Oct 2021 – Apr 2023 | Chaired audit; governance for medtech‑focused SPAC |
Board Governance
- Board classification: Class III director with term expiring at the 2026 annual meeting .
- Committee assignments: Audit Committee member; Compensation Committee chair; not on Nominating & Corporate Governance .
- Audit committee financial expertise: Identified by the Board as an SEC “audit committee financial expert” and financially sophisticated under Nasdaq rules; audit committee independent; met 4 times in FY2024 .
- Compensation committee: Independent members; met 3 times in FY2024; LaPorte serves as chair .
- Independence: Board determined all directors other than the CEO are independent; independent directors hold regular executive sessions .
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board/committee meetings; independent directors held four executive sessions; all directors attended the 2023 annual meeting .
- Board leadership: Chair of the Board is Scott Barry; no separate lead independent director disclosed .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $45,000 | Non‑employee director cash retainer |
| Compensation Committee – Chair Fee | $20,000 | Chair premium |
| Audit Committee – Member Fee | $10,000 | Member fee |
| Total Cash Fees Earned (FY2024) | $75,000 | Matches disclosed director compensation table |
| Cash Compensation Deferral | $664,647 aggregate (Board‑wide) | FY2024 director cash payments deferred to Q2 FY2025 |
No separate meeting fees or equity grants disclosed for directors in FY2024; initial option grants occur upon appointment, with potential discretionary grants thereafter .
Performance Compensation
| Performance Metrics Tied to Director Pay | FY2024 Disclosure |
|---|---|
| Any revenue/EBITDA/TSR/ESG metrics for non‑employee directors | Not disclosed; director pay comprises cash retainers and committee fees |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| LAVA Acquisition Corp. | Director; Audit Chair | Past | SPAC targeting medtech; tenure Oct 2021–Apr 2023 |
| Holy Cross Health | Director; past Chair | Current/Past chair | Non‑profit health system; governance leadership |
| EW Healthcare Partners (through Scott Barry) | Not a LaPorte role | Interlock risk context | Board Chair Scott Barry affiliated with EW entities—large holder with notes/converts; potential influence on capital decisions |
- Compensation committee interlocks: Proxy states none; Keith Sullivan previously served as Company CCO (2018–2019) but is independent under Nasdaq rules .
Expertise & Qualifications
- Financial leadership: Co‑founder and long‑tenured CFO of MAKO Surgical; post‑deal CFO at Stryker’s Mako unit .
- Governance: Audit committee chair experience (LAVA SPAC); Venus Concept audit committee financial expert .
- Sector specialization: Deep medtech/orthopedic robotics and aesthetics device exposure .
- Education: BBA in Accounting (Florida Atlantic University) .
Equity Ownership
| Holder | Common Shares | Exercisable within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Fritz LaPorte | 977 | 47 | 1,024 | <1% |
| Director Stock Options Outstanding (all) | 1,308 options | — | — | — |
- Hedging policy: Company prohibits director/officer/employee hedging of company stock (e.g., collars, forward sales) .
- Pledging: No pledging disclosure identified in proxy; none flagged specific to LaPorte .
Governance Assessment
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Strengths
- Independent director with strong finance background; designated audit committee financial expert—supports effective oversight of reporting and controls .
- Compensation committee chaired by LaPorte; committee composition fully independent; function and charter align with Nasdaq/SEC standards .
- Attendance thresholds met, and regular executive sessions of independent directors—positive board process indicators .
-
Watchpoints/Red Flags
- Capital structure complexity and preferred stock/convertible instruments with expansive investor rights; large holders (EW/Madryn) have significant influence; Board Chair Scott Barry’s EW affiliation presents potential perceived conflict in capital transactions and governance (interlock risk context) .
- Discretionary executive bonuses approved at 80% of scorecard target despite ongoing losses and stock price decline; as compensation committee chair, LaPorte’s oversight should be scrutinized for pay‑for‑performance alignment .
- Director compensation is primarily cash‑based with deferred payments to conserve liquidity; limited fresh equity grants may constrain long‑term alignment, though LaPorte holds legacy options .
Overall, LaPorte’s financial acumen and committee leadership are positives for board effectiveness; investor confidence risks relate more to shareholder influence dynamics (EW/Madryn), use of discretion in executive pay under stress, and the company’s complex financing stack rather than to LaPorte’s independence or attendance .