John K. Bakewell
About John K. Bakewell
John K. Bakewell, 64, has served on Xtant Medical’s Board since February 2018 and is currently Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee . He brings 30+ years of medtech executive experience, including CFO roles at Exact Sciences and Lantheus, and began his career in public accounting (Ernst & Young, KPMG); he holds a BA in Accounting from the University of Northern Iowa and is a CPA (inactive) . He currently serves on the Board of Treace Medical Concepts, Inc. (NASDAQ: TMCI) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences Corporation (EXAS) | Chief Financial Officer | — | Senior finance leadership in molecular diagnostics |
| Lantheus Holdings, Inc. (LNTH) | Chief Financial Officer | — | Senior finance leadership in diagnostic imaging |
| Interline Brands, Inc. | Chief Financial Officer | — | Senior finance leadership |
| RegionalCare Hospital Partners | Chief Financial Officer | — | Senior finance leadership |
| Wright Medical Group, Inc. (acquired by Stryker 2020) | Chief Financial Officer | — | Senior finance leadership in ortho devices |
| Cyberonics, Inc. (now LivaNova PLC) | Chief Financial Officer | — | Senior finance leadership in neurotech |
| Altra Energy Technologies, Inc. | Chief Financial Officer | — | Senior finance leadership |
| ZEOS International, Ltd. | Chief Financial Officer | — | Senior finance leadership |
| Ernst & Young; KPMG Peat Marwick | Public Accounting | 7 years (collective) | Foundational audit/accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Treace Medical Concepts, Inc. (TMCI) | Director | — | Current public company directorship |
| Neuronetics, Inc. (STIM) | Director (prior) | — | Medtech; prior public company board |
| Entellus Medical, Inc. | Director (prior) | — | Public ENT device co.; acquired by Stryker |
| ev3 Inc. | Director (prior) | — | Public endovascular co.; acquired by Covidien |
| Corindus Vascular Robotics, Inc. | Director (prior) | — | Public robotics co.; now Siemens Healthineers |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member (as of Sept 9, 2025) .
- Audit Committee composition and expertise: Board determined Bakewell independent, financially literate, financially sophisticated, and an “audit committee financial expert” under SEC rules .
- Committee meeting cadence (2024): Audit Committee met 5 times; Compensation Committee met 3 times; Nominating & Corporate Governance met 2 times .
- Board meetings and attendance (2024): Board met 17 times; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Audit Committee report: Recommended inclusion of 2024 audited financials in Form 10-K; report dated March 5, 2025 .
- Audit pre-approval policy: Chair may pre-approve services up to $25,000 with subsequent committee review; all Grant Thornton services were 100% audit-committee approved in 2023–2024 .
- Compensation Committee advisor: Mercer (US) Inc. engaged Aug 2023 as independent consultant; no other services to the company .
- Independence: Board affirmatively determined Bakewell is independent under NYSE American standards .
| Committee (2024) | Role | Meetings |
|---|---|---|
| Audit | Chair | 5 |
| Nominating & Corporate Governance | Member | 2 |
Fixed Compensation
- Director cash retainer structure (2024): Non-employee director $55,000; Audit Chair $22,500; Nominating member $5,000; consistent with program .
- Cash received (2024): Bakewell earned $82,500 in cash fees (sum of role-based retainers) .
- Cash received (2023): Bakewell earned $82,500 in cash fees .
| Year | Base Director Retainer | Committee Chair Fees | Committee Member Fees | Cash Fees Earned |
|---|---|---|---|---|
| 2024 | $55,000 | $22,500 (Audit Chair) | $5,000 (Nominating member) | $82,500 |
| 2023 | — | — | — | $82,500 |
Performance Compensation
- Equity program (non-employee directors): Annual RSU/DSU grants; in 2024 each non-employee director received 162,162 RSUs/DSUs; Chair received 748,648 DSUs .
- 2024 equity value: Bakewell stock awards grant-date fair value $97,297 (FASB ASC 718) .
- 2023 equity mix: Annual RSUs/DSUs plus stock options; Bakewell received RSUs/DSUs covering 145,180 shares on Aug 15, 2023 and an option to purchase 28,230 shares at $1.20 (vested Aug 15, 2024; expires Aug 15, 2033) .
- Compensation cap: Non-employee director compensation capped at $400,000 per fiscal year ($600,000 for Chair/Lead Independent Director), per 2023 Plan and amendment .
- Performance metrics: No director-specific performance metrics disclosed for RSU/DSU awards (time-based vesting) .
| Year | Grant Date | Instrument | Shares | Strike | Vesting/Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| 2024 | Aug 15, 2024 | RSU/DSU | 162,162 | — | Unvested as of 12/31/2024 | $97,297 |
| 2023 | Aug 15, 2023 | RSU/DSU | 145,180 | — | — | Included in $174,216 stock awards |
| 2023 | Aug 15, 2023 | Stock Option | 28,230 | $1.20 | Vested Aug 15, 2024; Expires Aug 15, 2033 | $27,594 |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Treace Medical Concepts, Inc. (TMCI) | Director | Medtech industry network; no XTNT-related conflicts disclosed |
| Prior boards: Neuronetics, Entellus Medical, ev3, Corindus | Director | Prior boards in medtech; acquisitions noted; no XTNT-related conflicts disclosed |
Expertise & Qualifications
- Audit committee financial expert; financially sophisticated and literate per SEC/NYSE definitions .
- Board skills matrix indicates strengths in Medical Device Industry, Orthobiologics, Financial/Accounting, and Governance .
- Extensive CFO experience across public medtech and healthcare companies; public accounting background (EY, KPMG) .
Equity Ownership
- Beneficial ownership (as of Sept 9, 2025): 784,118 shares; less than 1% of outstanding (base 140,000,485 shares) .
- Instruments exercisable/vestable within 60 days (Sept 9, 2025): Options 28,230; RSUs/DSUs 307,342 counted in beneficial ownership .
- Anti-hedging/anti-pledging: Company prohibits hedging; pledging prohibited for Section 16 insiders (includes directors) .
- Clawback: Mandatory clawback policy effective Oct 1, 2023 for incentive compensation in event of financial restatement .
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 784,118 |
| Percent of Class | <1% (base 140,000,485 shares) |
| Options (exercisable within 60 days) | 28,230 |
| RSUs/DSUs (vest within 60 days) | 307,342 |
| Anti-Hedging/Pledging Policy | Hedging prohibited; pledging prohibited for Section 16 insiders |
| Clawback Policy | Effective Oct 1, 2023 for incentive compensation |
Governance Assessment
- Strengths: Independent director with deep finance expertise; Audit Chair and SEC-defined audit committee financial expert; robust equity alignment through RSU/DSU holdings and options; committee leadership; program caps on director pay; anti-hedging/anti-pledging and clawback policies in place; 2024 say-on-pay support over 98% indicates strong shareholder approval of compensation practices .
- Engagement: Board/committee activity robust (17 Board meetings in 2024; Audit 5; Compensation 3; Nominating 2); each director met at least the 75% attendance threshold; Bakewell signed the Audit Committee Report (Mar 5, 2025), evidencing active oversight .
- Potential conflicts: No related-party transactions involving Bakewell disclosed; Board affirms independence; no pledging reported (policy prohibits) .
- Watch items: Governance dynamics influenced by major holder Nantahala (49.1%) requesting two directors and recent Board refresh; not attributable to Bakewell but relevant to overall board independence mix and power balance .
RED FLAGS: None identified specific to Bakewell (no related-party transactions; no pledging; no tax gross-ups; no option repricing; independence affirmed) .
Director Compensation Summary (FY2024 vs FY2023)
| Year | Fees Earned (Cash) | Stock Awards (ASC 718) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $82,500 | $97,297 | — | — | $179,797 |
| 2023 | $82,500 | $174,216 | $27,594 | — | $284,310 |
Notes:
- 2024 annual RSU/DSU award: 162,162 shares granted Aug 15, 2024; unvested at Dec 31, 2024 .
- 2023 option: 28,230 shares at $1.20; vested Aug 15, 2024; expires Aug 15, 2033 .
- Program limits: Non-employee director annual compensation capped at $400,000; $600,000 for Chair/Lead Independent Director .