Jonn R. Beeson
About Jonn R. Beeson
Independent director of Xtant Medical (XTNT) since May 1, 2023; currently a partner at Jones Day focused on M&A, capital markets, corporate governance, and shareholder activism, with deep experience across medical devices and life sciences. Age 56 (as of Sep 9, 2025). Education: B.S., University of California, Irvine; J.D., University of Pennsylvania. The Board has affirmatively determined he is independent under NYSE American standards. He currently chairs the Compensation Committee and serves on the Audit Committee; upon joining the Board he was appointed Chair of the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner; corporate M&A, governance, activism; most active in life sciences, technology, software; extensive medtech experience | Practicing corporate law since 1996 | Advises on M&A, takeovers, capital raising, securities, governance, activism; med device sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed in XTNT proxies |
Board Governance
- Committee assignments (as of Sep 9, 2025): Compensation Committee (Chair); Audit Committee (Member). Earlier: Chair, Nominating & Corporate Governance Committee upon election in May 2023; Compensation Committee member during 2024.
- Independence: Board determined Beeson is independent under NYSE American standards.
- Attendance: Board met 17 times in 2024; each director attended at least 75% of Board and committee meetings on which they served. All Board members serving at the time attended the 2024 annual meeting. Audit Committee met 5x in 2024; Compensation Committee met 3x in 2024.
- Shareholder support: Elected at Nov 7, 2025 annual meeting with 79,082,909 votes for, 792,517 withheld (17,004,922 broker non-votes). Say‑on‑pay approved (78,660,452 for vs 819,267 against); annual say‑on‑pay frequency approved.
Fixed Compensation
| Item | Detail | Amount / Terms |
|---|---|---|
| 2024 annual cash retainer schedule | Non-employee director; Committee chair/member retainers; Board Chair retainer | $55,000 (director); $16,250 (Comp Chair); $8,125 (Comp member); $22,500 (Audit Chair); $11,250 (Audit member); $10,000 (NCG Chair); $5,000 (NCG member); $110,000 (Board Chair) |
| 2024 director cash actually earned (Beeson) | Fees Earned or Paid in Cash | $73,125 |
| 2023 director cash actually earned (Beeson) | Fees Earned or Paid in Cash | $53,229 |
Notes: 2024 cash for Beeson reflects base retainer plus committee roles under the disclosed schedule.
Performance Compensation
| Year | Instrument | Grant date | Shares/Units | Grant-date fair value | Vesting / Notes |
|---|---|---|---|---|---|
| 2024 | RSU/DSU (annual) | Aug 15, 2024 | 162,162 | $97,297 (aggregate 2024 stock award value for Beeson) | Unvested outstanding as of Dec 31, 2024: 162,162; no option awards granted in 2024 |
| 2023 | RSU (initial on appointment) | May 15, 2023 | 52,049 | Included in $205,966 stock awards total for 2023 | Vests in full on 1-year anniversary of grant |
| 2023 | RSU/DSU (annual) | Aug 15, 2023 | 28,230 | Included in $205,966 stock awards total for 2023 | Per director program; unvested holdings as of 12/31/2023: 145,180 (aggregate across 2023 grants) |
| 2023 | Stock options | Aug 15, 2023 | — (aggregate program granted options) | Black-Scholes grant-date fair value $0.98 per share; expected life 5.5 yrs; volatility 107% | Beeson held 28,230 options outstanding as of Dec 31, 2024; strike price not disclosed in proxy excerpt |
Program context (non-employee directors): In 2024, all non-employee directors received annual RSU/DSU awards on Aug 15; no option awards granted to directors in 2024 per the director compensation table (options outstanding reflect prior-year grants).
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks for Beeson disclosed; Compensation Committee uses independent consultant (Mercer) with no other services to the Company. |
Expertise & Qualifications
- Corporate M&A, securities, governance, and activism specialist; extensive client work in life sciences/medical devices.
- Financially literate; Audit Committee member; Audit Committee’s “financial expert” designation attributed to other members (Bakewell, McNamara).
- Legal and transaction execution background complements XTNT’s medtech strategy; appointed to committee leadership roles shortly after joining.
Equity Ownership
| As-of date (basis shares o/s) | Beneficial ownership (shares) | % of class | Components included within 60 days (Warrants / Options / RSUs+DSUs) |
|---|---|---|---|
| Sep 9, 2025 (140,000,485) | 1,656,711 | 1.2% | 253,818 / 28,230 / 307,342 |
| May 28, 2024 (130,268,590) | 1,321,139 | 1.0% | 253,818 / — / — |
Policies: Company has an anti-hedging and anti-pledging policy; proxy does not disclose any shares pledged by Beeson. Company maintains a clawback policy for incentive compensation compliant with SEC/NYSE rules.
Related-Party Exposure
- Beeson participated as an investor (through a related entity) in XTNT’s August 2022 private placement before joining the Board: purchased 1,015,272 shares and warrants to purchase 253,818 shares (unit price $0.48; each unit included one share and a 0.25 share warrant). The Company disclosed this under Item 404(a); no other transactions requiring disclosure were noted.
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Option Awards (Fair Value) | Total |
|---|---|---|---|---|
| 2024 | $73,125 | $97,297 | — | $170,422 |
| 2023 | $53,229 | $205,966 | $27,594 | $286,789 |
Program detail: 2024 annual equity awards of 162,162 RSU/DSU per non-employee director (additional DSUs to Board Chair); as of Dec 31, 2024 Beeson held 162,162 unvested RSU/DSUs and 28,230 options outstanding. 2023 grants included an initial 52,049 RSU to Beeson on May 15, 2023 and 28,230 RSU/DSU annual awards on Aug 15, 2023; director options valued with Black‑Scholes assumptions (risk-free 4.3%, expected life 5.5 years, 107% volatility).
Governance Assessment
- Strengths
- Independent director with highly relevant M&A/governance expertise and medtech exposure; progressed to Compensation Chair and serves on Audit—supports board effectiveness around incentive design and financial oversight.
- Strong investor support in 2025 director election; say‑on‑pay passed comfortably; Compensation Committee retains Mercer as independent advisor with no other services, mitigating consultant conflicts.
- Company-level governance: anti-hedging/anti-pledging policy and Dodd-Frank–compliant clawback in place.
- Watch items / potential conflicts
- Related‑party exposure arises from Beeson’s investment in the August 2022 private placement via an affiliated entity; fully disclosed, with no additional related‑party transactions reported. Monitor any future dealings between XTNT and entities connected to Beeson’s law practice.
- Engagement/attendance
- Board met 17 times in 2024; the Company disclosed each director met at least 75% attendance; all directors attended the 2024 annual meeting. Committee workloads (Audit 5x; Compensation 3x in 2024) indicate active oversight cadence.
- Compensation structure signals
- Director pay mix tilted toward equity in 2024 (stock $97,297 vs cash $73,125), reinforcing ownership alignment; no director option grants in 2024 vs prior-year options—shift toward RSU/DSU reduces risk and potential overhang.
RED FLAGS: None acute disclosed. The only flagged item is historical related‑party participation in the 2022 private placement; continue monitoring for any Jones Day engagements or other related‑party transactions involving Beeson.