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☒No fee required ☐Fee paid previously with preliminary materials ☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) |
NOTICE & PROXY STATEMENT
Annual Meeting of Stockholders
June 7, 2023
10:00 a.m. (Eastern Time)
Meeting to be held virtually
BIOVENTUS INC.
4721 EMPEROR BOULEVARD, STE. 100
DURHAM, NORTH CAROLINA 27703
Dear Fellow Stakeholders:
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April 27, 2023
I am excited to be writing to you as the newly appointed Interim Chief Executive Officer and member of the Board of Directors of Bioventus Inc. Having previously served as the Chief Executive Officer and member of the board of managers of Bioventus LLC for over six years until my retirement, I bring firsthand perspective and a working knowledge of the business. Reflecting upon our challenges and performance in 2022, we are prioritizing improving our execution and operational efficiencies with the resolve to accelerate our margin profile, rebuild our balance sheet and regain investor confidence. Despite our recent challenges, Bioventus remains a strong diversified business which participates in large and growing markets. Most importantly, we have a dedicated team of employees that are focused on delivering on our mission.
It is also my pleasure to invite you to attend the Annual Meeting of Stockholders of Bioventus Inc., to be held virtually on Wednesday, June 7, 2023, at 10:00 a.m., E.T. Details of the business to be conducted at the meeting are provided in the Notice of Annual Meeting of Stockholders and proxy statement enclosed with this letter. We encourage you to
vote in advance of the Annual Meeting as it is important that your shares be represented and voted whether or not you plan to attend the meeting virtually.
In closing, on behalf of the Board of Directors, I would like to thank you for your continued support of Bioventus. While we are disappointed in our past year’s performance, we are confident in the earnings growth opportunities we have as we move through 2023. In the coming quarters, we look to regain your confidence in our ability to execute and deliver on our commitments, as we work to deliver profitable growth to create stakeholder value and improve the lives of the patients we serve.
Sincerely,
Anthony P. Bihl III
Interim Chief Executive Officer and Director
“...Bioventus is well-positioned in large market segments, with excellent technology, and a talented team who is eager to accelerate the Company’s growth and profitability. We are excited for the future.” ROBERT E. CLAYPOOLE |
Notice of Annual Meeting of Stockholders
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Bioventus Inc. (the “Company”) will be held as follows:
Date
Wednesday, June 7, 2023
Time
10:00 a.m., Eastern Time
Where
The Annual Meeting will be a virtual meeting of stockholders to be held as a live webcast over the Internet at:
www.virtualshareholdermeeting.com/BVS2023
Record Date
April 12, 2023
Holders of our Class A and Class B common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting, or any postponement or adjournment thereof.
The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the
Items of Business
Table of Contents |
A-1 | ||||||||||||||
Notice of Annual Meeting of Stockholders |
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Bioventus Inc. (the "Company") will be held as follows: | Items of Business | |||||||||||||
1 | To approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to provide for the declassification of the Board of Directors (the "Declassification Charter Amendment"); | |||||||||||||
Tuesday, June 11, 2024 | ||||||||||||||
2 | To elect | |||||||||||||
10:00 a.m. Eastern Time | ||||||||||||||
The Annual Meeting will be a virtual meeting of stockholders to be held as a live webcast over the Internet at: www.virtualshareholdermeeting.com/BVS2024 | ||||||||||||||
3 | To ratify the appointment of Grant Thornton LLP | |||||||||||||
4 | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. | |||||||||||||
April 15, 2024 Holders of our Class A and Class B common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting, or any postponement or adjournment thereof. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the "Internet Notice"), on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be postponed or adjourned from time to time without notice other than by announcement at the Annual Meeting. | Proxy Voting | |||||||||||||
Your vote is important. We encourage you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet. | ||||||||||||||
April 26, 2024 | ||||||||||||||
By Order of the Board of Directors | ||||||||||||||
Anthony D’Adamio | ||||||||||||||
Senior Vice President, General Counsel and Secretary | ||||||||||||||
Durham, North Carolina |
Proxy Voting
Your vote is important. We encourage you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet.
April 27, 2023
By Order of the Board of Directors
Anthony D’Adamio
Senior Vice President, General Counsel and Secretary
Durham, North Carolina
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares is important to ensure the presence of a quorum at the Annual Meeting and will save the Company the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares is important to ensure the presence of a quorum at the Annual Meeting and will save the Company the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. |
Annual Meeting Stockholders | ||||||||||||||
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DATE & TIME | RECORD DATE | VOTING | ||||||||||||
10:00 a.m., Eastern Time on
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April
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Holders of our Class A common stock and Class B common stock as of the | ||||||||||||
June 11, 2024 | ||||||||||||||
MAILING DATE | ||||||||||||||
This proxy statement will be first mailed or made available to stockholders on the Internet on or about April 26, 2024. | ||||||||||||||
VIRTUAL MEETING | ||||||||||||||
www.virtualshareholdermeeting.com/BVS2024 |
Proposals | |||||
| Board Vote Recommendation | ||||
| Declassification Charter Amendment. | FOR | |||
| Class III directors. | FOR | |||
Ratification of Grant Thornton as the | 2024. | FOR |
How to Cast Your Vote (page 7) | ||||||||||||||
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You can cast your votes by any of the following methods: | ||||||||||||||
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(www.proxyvote.com) | (1-800-690-6903) | Completing, signing and returning your proxy card or voting instruction card so that it is received by | ||||||||||||
until 11:59 p.m., Eastern Time on Monday, June 10, 2024 | until 11:59 p.m., Eastern Time on Monday, June 10, 2024 |
Whether you are a stockholder of record or hold your shares in “street name,” you may participate in and vote online at the Annual Meeting. You will need to enter your 16-digit control number (included in your Internet Notice, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the Annual Meeting. Instructions on how to attend the Annual Meeting live over the Internet, and how to vote your shares during the Annual Meeting, are posted at www.virtualshareholdermeeting.com/ |
2 2023
11, 2024.
•Proposal 1: To approve the Declassification Charter Amendment;
Proposal 2: To approve the 2023 Plan;
•Proposal 3: To ratify the appointment of Grant Thornton as the Company’sCompany's independent registered public accounting firm for the fiscal year ending December 31, 2023;2024; and
•To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
BIOVENTUS • 2023 Proxy Statement 3
•FOR Proposal 1: The approval of the Declassification Charter Amendment;
FOR Proposal 2: The approval of the 2023 Plan; and
•FOR Proposal 3:The ratification of the appointment of Grant Thornton as the Company’sCompany's independent registered public accounting firm for the fiscal year ending December 31, 2023.
BIOVENTUS • 2023 Proxy Statement 5
INFORMATION ABOUT THIS PROXY STATEMENT
technologies in a cost-effective and non-disruptive manner; competition against other companies; and the other risks identified in the Risk Factors section of the Company’s public filings with the SEC, including Bioventus’ Annual Report on Form 10-K for the period ended December 31, 2022,2023, and as such factors may be further updated from time to time in Bioventus’ other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of Bioventus’ website at ir.bioventus.com. Actual results may differ from those set forth in this proxy statement due to the risks and uncertainties inherent in the Company’s business.
6 2023
If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. You will need to obtain your own Internet access if you
BIOVENTUS • 2023 Proxy Statement 7
QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS
choose to attend the Annual Meeting online and/or vote over the Internet. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures.
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•by Internet—you can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
•by mail—you can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or
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8 2023 Proxy Statement • BIOVENTUS
QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS
Can I change my vote after I submit my proxy?
•by submitting a duly executed proxy bearing a later date;
•by granting a subsequent proxy through the Internet or telephone
•by giving written notice of revocation to the Secretary of Bioventus (the “Secretary”"Secretary") prior to the Annual Meeting; or
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BIOVENTUS • 2023 Proxy Statement 9
QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS
Will there be a question and answer session during the Annual Meeting?
•irrelevant to the business of the Company or to the business of the Annual Meeting;
•related to material non-public information of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q;
•related to any pending, threatened or ongoing litigation;
•related to personal grievances;
•derogatory references to individuals or that are otherwise in bad taste;
•substantially repetitious of questions already made by another stockholder;
•in excess of the question limit;
•in furtherance of the stockholder’s personal or business interests; or
•out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair of the Annual Meeting or Secretary in their reasonable judgment.
Proposal | ||||||||||
| Votes required | Effect of Votes Withheld / Abstentions and Broker Non-Votes | ||||||||
Proposal 1: Approval of the Declassification Charter Amendment. | Requires the affirmative vote of at least 66 2/3% of the total voting power of all the shares outstanding which are entitled to vote on Proposal 1 as of the Record Date, voting as a single class. | Abstentions and broker non-votes, if any, will have the same effect as a vote against Proposal 1. | ||||||||
Proposal | Directors. | The plurality of the votes cast. This means that highest number of affirmative "For" votes will be elected as Class III directors. | Votes withheld and broker non-votes will have no effect. | |||||||
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Proposal 3: Ratification of Appointment of Independent Registered Public Accounting | Firm. | The affirmative vote of the holders of a majority in voting power of the votes cast. | Abstentions and broker non-votes, if any, will have no effect. We do not expect any broker non-votes on this proposal. |
Votes withheld and abstentions are not considered to be votes cast, therefore votes withheld have no effect on Proposal 12 and abstentions have no effect on Proposal 2 or3. Proposal 3.
10 2023 Proxy Statement • BIOVENTUS
QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS
What are broker non-votes and do they count for determining a quorum?
The Class I directors are Michelle McMurry-Heath, Guido J. Neels, and Guy P. Nohra;Nohra, whose term will expire at the current 2025 Annual Meeting and whose subsequent term would expire at the 2028 annual meeting of stockholders (the "2028 Annual Meeting");
12 2023
PROPOSALS TO BE VOTED ON
Recommendation of the Board of Directors
Name | Age | Served as a Director Since | Positions with Bioventus | ||||||||
Robert E. Claypoole | 52 | 2024 | President, Chief Executive Officer and Director | ||||||||
Philip G. Cowdy | 57 | 2020 | Director | ||||||||
Martin P. Sutter | 68 | 2020 | Director |
Age | Robert E. Claypoole | |||||||||||||
52 | Professional Highlights | |||||||||||||
President, Chief Executive Officer and Director Since | Robert E. Claypoole has served as our President and Chief Executive Officer and as a member of the Board since January 2024. Mr. Claypoole joined Bioventus from Mölnlycke Health Care (“Mölnlycke”), a world-leading medical products and solutions company, where he served as Executive Vice President of Wound Care since July 2021. In this role, Mr. Claypoole had full responsibility for a $1.2 billion business. Before that, Mr. Claypoole served in several leadership positions with Mölnlycke from March 2017 to July 2021, including Executive Vice President and President, US for Mölnlycke and as an Officer of Mölnlycke Health Care US, LLC and Mölnlycke Manufacturing US, LLC. Prior to joining Mölnlycke in 2017, Mr. Claypoole served in various leadership roles at Medtronic Ltd. (now Medtronic plc (NYSE: MDT)), a global healthcare technology company, and Covidien, before it was acquired by Medtronic. Mr. Claypoole was Global Vice President & General Manager, Obesity & Metabolic Health (April 2016 to March 2017) and Global Vice President & General Manager of the Soft Tissue Repair & Hemostats business (December 2012 to April 2016). Before that, he was the Vice President, Executive Operations after serving as Vice President, Global Marketing while located in Trevoux, France. Prior to his time in France, Mr. Claypoole was the Vice President, US Marketing for the company’s Endomechanical & Intelligent Device business. Before joining Covidien in 2007, Mr. Claypoole held various marketing roles with increasing responsibility at Johnson & Johnson’s ("J&J") Vision Care division. Mr. Claypoole previously served on the board of directors of ZetrOz Inc. (January 2014 to January 2016) and the Association of periOperative Registered Nurses (December 2017 to December 2020). Mr. Claypoole received his Bachelor of Arts and his Master of Business Administration from Cornell University. Other Relevant Experience We believe Mr. Claypoole is well-qualified to serve on the Board because of the breadth of his experience across multiple global medical device markets and his extensive expertise in accelerating innovation, driving operational excellence, enhancing go-to-market strategies, and driving commercial execution and organizational effectiveness. | |||||||||||||
2024 | ||||||||||||||
Committee Memberships | ||||||||||||||
N/A | ||||||||||||||
Age | Philip G. Cowdy | |||||||||||||
57 | Professional Highlights | |||||||||||||
Director Since | Philip G. Cowdy has served as a member of the Board since September 2020. Mr. Cowdy has served as the Chief Business Development and Corporate Affairs Officer for Smith & Nephew plc, a medical equipment manufacturing company, since 2018. Since joining Smith & Nephew plc in June 2008, he has also served as Executive Vice President of Business Development and Corporate Affairs, Head of Corporate Affairs and Strategic Planning, Group Director of Corporate Affairs and Director of Investor Relations. Prior to joining Smith & Nephew plc, Mr. Cowdy served as a Senior Director at Deutsche Bank for 13 years, providing corporate finance and equity capital markets advice to a variety of UK-based companies. Mr. Cowdy served as a member of the board of managers of BV LLC from January 2012 to October 2017 and again from July 2018 until the time of our IPO, and has served as a member of its audit, compliance and quality committee. Mr. Cowdy received his Bachelor of Science in Natural Sciences from Durham University (UK) and is a qualified chartered accountant. Other Relevant Experience We believe Mr. Cowdy is well-qualified to serve on the Board because of his experience in the industry, his finance experience, and his knowledge of the Company. | |||||||||||||
2020 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Nominating and Corporate Governance | ||||||||||||||
Age | Martin P. Sutter | |||||||||||||
68 | Professional Highlights | |||||||||||||
Director Since | Martin P. Sutter has served as a member of our Board since September 2020. Mr. Sutter is one of the two founding Managing Directors of EW Healthcare Partners (previously known as Essex Woodlands), one of the oldest and largest life sciences and healthcare focused growth equity and venture capital firms, which he formed in 1985. Mr. Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital. Mr. Sutter served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Sutter also currently serves on the board of directors of MiMedx Group, Inc., a publicly traded regenerative medicine life sciences company, and Prolacta Biosciences, Inc., a privately held life sciences company. Mr. Sutter has also previously served on the board of directors of Abiomed, Inc., Tissue Tech, Inc. and Suneva Medical, Inc. Mr. Sutter currently serves on the compensation and nominating and governance committees of MiMedx Group, Inc. and Prolacta Biosciences, Inc. and previously served on the compensation and nominating and governance committee of Abiomed, Inc. Mr. Sutter holds a Master of Business Administration from the University of Houston and received his Bachelor of Science from Louisiana State University. Other Relevant Experience We believe Mr. Sutter is well-qualified to serve on the Board because of his extensive experience in the life sciences industry, his investment experience, and his service as a director of other life sciences companies. | |||||||||||||
2020 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Nominating and Corporate Governance (Chairperson) | ||||||||||||||
Name | Age | Served as a Director Since | Positions with Bioventus | ||||||||||||
John A. Bartholdson |
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52
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2023
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Director
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Patrick J. Beyer |
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57
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2021
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Director
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William A. Hawkins |
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69
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2020
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Chairperson
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Mary Kay Ladone |
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56
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2021
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Director
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Susan M. Stalnecker |
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61
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2020
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Director
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Name | Age | Served as a Director Since | Positions with Bioventus | ||||||||
John A. Bartholdson | 53 | 2023 | Director | ||||||||
Patrick J. Beyer | 58 | 2021 | Director | ||||||||
William A. Hawkins | 70 | 2020 | Chairperson | ||||||||
Mary Kay Ladone | 57 | 2021 | Director | ||||||||
Susan M. Stalnecker | 71 | 2020 | Director |
Age
| John A. Bartholdson | |||||||||||||
53 | Professional Highlights | |||||||||||||
Director Since | John A. Bartholdson Other Relevant Experience Mr. Bartholdson | |||||||||||||
2023 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Compensation (Chairperson) | ||||||||||||||
•Compliance, Ethics and Culture | ||||||||||||||
PROPOSALS TO BE VOTED ON
Age
| Patrick J. Beyer | |||||||||||||
57 | Professional Highlights | |||||||||||||
Director Since | Patrick J. Beyerhas served as a member of the Board since October 2021. Mr. Beyer is the President of International and Global Orthopedics for ConMed Corporation, a publicly held medical technology company, a position in which he has served since October 2020. He previously served as President of ConMed International from December 2014 to October 2020. Prior to joining ConMed, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, he spent 21 years at Stryker Corporation where he led Stryker Europe from 2005 to 2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer previously served on the board of directors of Misonix, Inc. from May 2021 to October 2021, where he was a member of its audit committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics, Western Michigan University with a Master of Business Administration in Finance and Harvard Business School’s Advanced Management Program. Other Relevant Experience Mr. Beyer | |||||||||||||
2021 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Audit and Risk | ||||||||||||||
Age
| William A. Hawkins | |||||||||||||
70 | Professional Highlights | |||||||||||||
Director Since | William A. Hawkins has served Other Relevant Experience Mr. Hawkins | |||||||||||||
2020 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Nominating and Corporate Governance | ||||||||||||||
14 2023
PROPOSALS TO BE VOTED ON
Age
| Mary Kay Ladone | |||||||||||||
57 | Professional Highlights | |||||||||||||
Director Since | Mary Kay Ladone has served as a member of the Board since July 2021. Ms. Ladone served as Senior Vice President, Corporate Development, Strategy and Investor Relations, of Hill-Rom Holdings, Inc. (“Hill-Rom”), a medical technology provider, from December 2018 to December 2021. Ms. Ladone previously served as Hill-Rom’s Vice President, Investor Relations, Other Relevant Experience Ms. Ladone | |||||||||||||
2021 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Audit and Risk | ||||||||||||||
•Compensation | ||||||||||||||
Age
| Susan Stalnecker | |||||||||||||
71 | Professional Highlights | |||||||||||||
Director Since | Susan M. Stalneckerhas served as a member of the Board since September 2020. Ms. Stalnecker has been a Senior Advisor at Boston Consulting Group, a global management consulting firm, since March 2016. Ms. Stalnecker served as Vice President of E.I. duPont de Nemours and Co. (now known as DuPont de Nemours, Inc., or DuPont), a diversified science and innovations public company and leader in the fields of healthcare, electronics and transportation, from December 1976 until she retired in 2016. During her nearly 40-year career at DuPont, Ms. Stalnecker served in several senior leadership roles including Vice President, Treasurer & M&A; Vice President, Risk Management; Vice President, Government and Consumer Markets; and Vice President, Productivity & Shared Services. Ms. Stalnecker served as a member of the board of managers of BV LLC from November 2018 until the time of our IPO. Ms. Stalnecker also currently serves on the board of directors of Leidos Holding, Inc. and Optimum Funds Other Relevant Experience Ms. Stalnecker | |||||||||||||
2020 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Audit and Risk (Chairperson) |
BIOVENTUS • 2023 Proxy Statement 15
PROPOSALS TO BE VOTED ON
CONTINUING MEMBERS OF THE BOARD :
The current members of the Board who are Class III directors are as follows:
Name | Age | Served as a Director Since | Positions with Bioventus | |||
Anthony P Bihl III
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66
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2023
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Interim Chief Executive Officer and Director
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Philip G. Cowdy
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55
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2020
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Director
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Martin P. Sutter
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67
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2020
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Director
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The principal occupations and business experience, for at least the past five years, of each Class III director are as follows:
•Compliance, Ethics and Culture | |||||
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16 2023 Proxy Statement • BIOVENTUS
PROPOSALS TO BE VOTED ON
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PROPOSALS TO BE VOTED ON
The current members of the Board who are Class I directors are as follows:
Name | Age | Served as a Director Since | Positions with Bioventus | |||
Michelle McMurry-Heath
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52
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2022
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Director
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Guido J. Neels
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72
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2020
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Director
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Guy P. Nohra
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62
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2020
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Director
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Name | Age | Served as a Director Since | Positions with Bioventus | ||||||||
Michelle McMurry-Heath | 54 | 2022 | Director | ||||||||
Guido J. Neels | 75 | 2020 | Director | ||||||||
Guy P. Nohra | 63 | 2020 | Director |
Age
| Michelle McMurry-Heath | |||||||||||||
54 | Professional Highlights | |||||||||||||
Director Since | Michelle McMurry-Heath MD, PhD has served as a member of the Board since January 2022. Dr. McMurry-Heath served as President and Chief Operating Officer of the Biotechnology Innovation Organization, a membership and advocacy organization focused on improving biotech research and applying biotech innovations to major healthcare challenges, from 2020 to 2022. Dr. McMurry-Heath was previously with Other Relevant Experience Dr. | |||||||||||||
2022 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Compliance, Ethics and Culture (Chairperson) | ||||||||||||||
18 2023
PROPOSALS TO BE VOTED ON
Age
| Guido J. Neels | |||||||||||||
75 | Professional Highlights | |||||||||||||
Guido J. Neelshas served as a member of our Board since September 2020. Mr. Neels has been with EW Healthcare Partners (formerly Essex Woodlands), a healthcare growth equity and venture capital firm, since August 2006, where he has served as Operating Partner since 2013. Prior to joining EW Healthcare Partners, Mr. Neels served in a variety of management positions at Guidant Corporation, a developer of cardiovascular medical products. From July 2004 until retiring in November 2005, Mr. Neels served as Guidant’s Chief Operating Officer, where he was responsible for the global operations of Guidant’s four operating units: Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery and Endovascular Solutions. From December 2002 to July 2004, Mr. Neels served as Guidant’s Group Chairman, Office of the President, responsible for worldwide sales operations, corporate communications, corporate marketing, investor relations and government relations. In January 2000, Mr. Neels was named Guidant’s President, Europe, Middle East, Africa and Canada. In addition, Mr. Neels served as Guidant’s Vice President, Global Marketing, Vascular Intervention, from 1996 to 2000 and as Guidant’s General Manager, Germany and Central Europe, from 1994 to 1996. Mr. Neels served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Neels also currently serves on the board of directors of Axogen, Inc. and is a member of its compensation committee. Mr. Neels previously served on the board of directors of Endologix, Inc. from December 2010 to June 2019 and on the board of directors of Entellus Medical from November 2009 to February 2018, each of which is a public company. Mr. Neels holds a Master of Business Administration from the Stanford University Graduate School of Business and received his Business Engineering degree from the University of Leuven in Belgium. Other Relevant Experience Mr. Neels | ||||||||||||||
Director Since | ||||||||||||||
2020 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Compensation | ||||||||||||||
Age
| Guy P. Nohra | |||||||||||||
63 | Professional Highlights | |||||||||||||
Guy P. Nohra has served as a member of the Board since September 2020. In March 1996, Mr. Nohra co-founded Alta Partners, a life sciences venture capital firm, and he has since been involved in the funding and development of numerous medical technology and life sciences companies. Mr. Nohra served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Nohra currently serves as a member of the board of directors of Spiral Therapeutics, Inc., a private life sciences company. He also previously served on the board of directors of various public companies, including ATS Medical, Inc., Cutera, Inc., AcelRx Pharmaceuticals, Inc., and ZS Pharma, as well as several private companies, including Bionure, Inc., Sanifit Therapeutics S.A., Carbylan Biosurgery, Inc., Cerenis Therapeutics, Coapt Systems, Paracor Medical, Inc. and PneumRx. Mr. Nohra holds a Master Other Relevant Experience Mr. Nohra | ||||||||||||||
Director Since | ||||||||||||||
2020 | ||||||||||||||
Committee Memberships | ||||||||||||||
•Nominating and Corporate Governance | ||||||||||||||
PROPOSALS TO BE VOTED ON
Proposal 2: Approval3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company is seeking stockholder approval of its 2023 Retention Equity Award Plan includingBoard has appointed Grant Thornton as the reservation of 600,000 shares of Class A common stock issuable underCompany's independent registered public accounting firm for the 2023 Plan in the form of restricted stock unit awards (“RSUs”).fiscal year ending December 31, 2024. The Board adopted the 2023 Plan on April 17, 2023, subjecthas directed that this appointment be submitted to stockholder approvalour stockholders for ratification at the Annual Meeting. To date, no awards have been granted under the 2023 Plan.
The purposeAlthough ratification of the 2023 Planappointment of Grant Thornton is to retain and motivate critical employees ofnot required, the Company overvalues the short-term, including primarily employees at director level and above (which comprise executive management of the Company as well as other key employees), to further align their interests with thoseopinions of its stockholders and contribute to the successful performancebelieves that stockholder ratification of the Company. Becauseappointment is a good corporate governance practice.
The Company currently makes equity awards under the Bioventus Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”), which was approved in connection with its IPO. The purposebest interest of the 2021 Incentive Plan is to link the individual interests of eligible participants (including employees, consultants and non-employee directors of the Company) to those of the Company’s stockholders by providing them long-term incentives for outstanding performance to generate superior returns to Company stockholders. As such, the equity awards made under the 2021 Incentive Plan typically vest over a 4-year period and are in the form of stock options or RSUs (though other forms of equity and cash awards may be made under the plan). By contrast, the 2023 Plan is structured to promote retention of a select group of critical employees over the short-term. As such, the Board currently intends that RSU awards granted under the 2023 Plan will vest one-half on the 12-month anniversary of the vesting commencement date, with the remaining 50% of the award vesting on the 18-month anniversary of the vesting commencement date, subject to continued employment.
As of April 12, 2023, approximately 90 employees (director level and above) of the Company’s total 1,052 employees would be eligible to participate in the 2023 Plan. The closing price of the Company’s common stock on the Nasdaq Global Select Market on April 12, 2023 was $1.09.
In this Proposal 2, the Board is asking the stockholders to approve the 2023 Plan. The full text of the 2023 Plan is attached as Annex A to this proxy statement.
Company.
Because brokers have discretionary authority to vote on the ratification of the appointment of Grant Thornton, we do not expect any broker non-votes in connection with this proposal.
Summaryappointment of Grant Thornton as the 2023 Plan
Following is a summary ofCompany's independent registered public accounting firm for the principal features of the 2023 Plan, which assumes this Proposal 2 is approved by our stockholders.
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20fiscal year ending December 31, 2024. 2023
Administration
The 2023 Plan will be administered by the Board or a committee designated by the Board constituted in a manner that permits grantsTable of awards to our officers or directors and related transactions to be exempt from Section 16(b) of the Exchange Act. The plan administrator will have the full authority to select recipients of the grants, determine the terms and conditions of each award (including any vesting schedule), establish additional terms, conditions, rules, or procedures to accommodate rules or laws of applicable Contents
To the extent permitted by applicable law, the Board or designated committee may delegate to a committee of one or more officers of the Company the authority to make awards or to take other actions pursuant to the 2023 Plan, but in no event shall an officer be delegated the authority to grant awards to, or amend awards held by, individuals who are subject to Section 16 of the Exchange Act or officers to whom authority to grant or amend awards has been delegated. Any such delegation will be subject to the restrictions and limits that the Board or committee specifies at the time of such delegation, and may be rescinded at any time by the Board.
Available Shares
Subject to adjustment upon certain corporate transactions or events, the maximum aggregate number of shares of our common stock which may be issued pursuant to all awards is 600,000 shares of our Class A common stock. Any shares covered by an award that is forfeited, canceled, or expires will be deemed to have not been issued for purposes of determining the maximum aggregate number of shares which may be issued under the 2023 Plan. Shares that actually have been issued under the 2023 Plan pursuant to an award will not be returned to the 2023 Plan and will not become available for future issuance under the 2023 Plan, other than unvested shares that are forfeited or repurchased by our Company. In the event tax withholding obligations are satisfied by tendering or withholding shares, any shares so tendered or withheld are not again available for awards under the 2023 Plan.
Dividends
No dividend or dividend equivalent will be paid on any unvested award, nor will dividends accrue with respect to unvested portions of awards.
Eligibility and Types of Awards
The 2023 Plan will permit the Company to issue RSUs to eligible employees of the Company and any subsidiaries. Generally, only employees at the director level and above are eligible to receive awards under the 2023 Plan, but the plan administrator may grant RSUs under the 2023 Plan to employees below the director level when the administrator determines in its discretion that such awards are warranted for retentive purposes or for other reasons consistent with the purposes of the 2023 Plan.
An RSU is a right to receive stock, cash equal to the value of a share of stock, other securities, or a combination of these three elements, at the end of a set period or following the attainment of performance criteria. No stock is issued at the time of grant. The plan administrator determines the terms of the RSU award, including the size of the RSU award, the vesting criteria (which may include continued service for a specified period of time or achievement of performance goals), and form (stock or cash) in which the award will be settled, all of which will be set forth in a form of RSU award agreement between the Company and the participant. If a participant’s service terminates before the RSU is fully vested, the unvested portion of the RSU award generally will be forfeited to the Company, unless the plan administrator determines otherwise in connection with a participant’s death, retirement, disability, or other specified termination of service.
Change in Control
In connection with a change in control, unless the plan administrator elects to accelerate vesting of an award or terminate an award in exchange for cash, rights, or property, then such award will continue in effect or be assumed or an equivalent award substituted by the successor corporation in connection with the change in control. In the event an award continues in effect or is assumed or an equivalent award substituted, and the participant incurs a termination of service by the Company or its successor without cause, upon or within 12 months following the change in control, then such participant will become fully vested in such continued, assumed or substituted award upon such termination. The plan administrator is not required to treat all awards in the same way.
BIOVENTUS • 2023 Proxy Statement 21
PROPOSALS TO BE VOTED ON
Tax Withholding
The plan administrator may require a participant to satisfy any federal, state, local, or foreign tax withholding obligation relating to a stock award by (i) causing the participant to tender a cash payment, (ii) withholding shares from the shares issued or otherwise issuable to the participant in connection with the award, (iii) delivering already-owned shares, (iv) selling shares from the shares issued or otherwise issuable to the participant in connection with the award, (v) withholding cash from an award settled in cash or other amounts payable to the participant, and/or (vi) any other means that the plan administrator determines both to comply with applicable laws and be consistent with the purposes of the 2023 Plan.
Clawback Policy
All awards under the 2023 Plan will be subject to reduction, forfeiture or recoupment to the extent necessary to comply with any applicable clawback, forfeiture or other similar policy adopted by the Board and as in effect from time to time or applicable law. Further, to the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of an award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant may be required to repay any such excess amount to the Company.
Amendment and Termination
The Board generally may amend, suspend, or terminate the 2023 Plan. However, it may not amend the 2023 Plan to increase the number of shares reserved under the 2023 Plan or extend the expiration date of the 2023 Plan without stockholder approval.
Summary of Federal Income Tax Consequences of the 2023 Plan
The following summary is intended only as a general guide to certain U.S. federal income tax consequences under current law of participation in the 2023 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on any participant’s particular circumstances. The summary does not purport to be complete, and it does not address the tax consequences of the participant’s death, any tax laws of any municipality, state or foreign country in which a participant might reside, or any other laws other than U.S. federal income tax laws. Furthermore, the tax consequences are complex and subject to change, and a participant’s particular situation may be such that some variation of the described rules is applicable. Recipients of awards under the 2023 Plan should consult their own tax advisors to determine the tax consequences to them as a result of their particular circumstances.
Restricted Stock Units
A participant will not normally recognize taxable income upon receipt of an RSU award. In general, the participant will recognize ordinary income in the year in which the units vest and are settled in an amount equal to any cash received and/or the fair market value of any nonrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. We generally will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) and other provisions of the Code limiting the deduction of compensation, and the satisfaction of a tax reporting obligation) to an income tax deduction equal to the amount of ordinary income recognized by the participant.
Section 409A of the Code
Section 409A of the Code (“Section 409A”) imposes certain requirements on nonqualified deferred compensation arrangements. Most awards granted under the 2023 Plan will be designed to be exempt from the requirements of Section 409A. Certain awards under the 2023 Plan, however, may not be exempt and instead would be subject to the requirements of Section 409A in form and in operation. Awards that are subject to Section 409A will generally be designed to meet the conditions under Section 409A for avoiding the adverse tax consequences resulting from a failure to comply with Section 409A. If an award under the 2023 Plan is subject to Section 409A and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be before the compensation is actually or constructively received.
Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on the participant’s compensation recognized as ordinary income, as well as interest on such deferred compensation.
22 2023 Proxy Statement • BIOVENTUS
PROPOSALS TO BE VOTED ON
Impact of Section 162(m) and other Limitations on Tax Deductibility of Awards Under the 2023 Plan
Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any of our covered employees in excess of $1 million. For purposes of Section 162(m), the term “covered employee” generally includes our chief executive officer, our chief financial officer, our three other most highly compensated officers, any individual who was a covered employee for any taxable year beginning after December 31, 2016, and, for any taxable year beginning after December 31, 2026, the next five highest-compensated employees. Compensation attributable to awards under the 2023 Plan either on its own or when combined with all other types of compensation received by a covered employee from the Company, may cause this limitation to be exceeded in any particular year.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS
PLAN INFORMATION
Number of (a) | Weighted- (b) | Number of securities (c) | ||||||||||
Equity compensation plans approved by security holders(1) | 10,097,387 | (2) | $ | 10.14 | (3) | 2,850,430 | ||||||
Equity compensation plans not approved by security holders(5) | 297,700 | (6) | $ | 13.29 | (3) | — | ||||||
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Total | 10,395,087 |
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Number of securities to be issued upon exercise of outstanding options and rights (a) | Weighted- average exercise price of outstanding options and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected under column (a)) (4) (c) | |||||||||||||||||||||||||||
Equity compensation plans approved by security holders (1) | 6,133,276 | (2) | $ | 8.43 | (3) | 8,803,984 | |||||||||||||||||||||||
Equity compensation plans not approved by security holders (5) | 279,075 | (6) | $ | 13.29 | (3) | — | |||||||||||||||||||||||
Total | 6,412,351 | 8,803,984 |
(1) | Consists of the Bioventus Inc. 2021 Equity Incentive Plan |
(2) | Includes |
(3) | The weighted average exercise price in column (b) does not take into account outstanding RSUs, which do not have an exercise price. |
(4) | Includes |
(5) | Consists of an inducement grant approved by our independent directors and made as an inducement material to our Senior Vice President, Chief Financial Officer, and Principal Accounting Officer of the Company entering into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). |
(6) | Includes 223,200 outstanding options to purchase shares of Class A common stock and |
PROPOSALS TO BE VOTED ON
Proposal 3: RatificationTable of Appointment of Independent Registered Public Accounting FirmContents
The Audit and Risk Committee of the Board has appointed Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of the appointment of Grant Thornton is not required, the Company values the opinions of its stockholders and believes that stockholder ratification of the appointment is a good corporate governance practice.
Grant Thornton also served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with the Company in any capacity other than as the Company’s auditors, providing audit and non-audit related services. A representative of Grant Thornton is expected to virtually attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.
In the event that the appointment of Grant Thornton is not ratified by the stockholders, the Audit and Risk Committee will consider this fact when it appoints the independent auditors for subsequent fiscal years. Even if the appointment of Grant Thornton is ratified, the Audit and Risk Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interest of the Company.
Vote Required
This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Grant Thornton, we do not expect any broker non-votes in connection with this proposal.
Recommendation of the Board of Directors
The Board unanimously recommends a vote FOR the ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
24 2023 Proxy Statement • BIOVENTUS
Bioventus Inc.’s
Bioventus.
2023.
2022 | 2021 | |||||||||
Audit Fees(1) | $ | 1,971 | $ | 1,552 | ||||||
Audit-Related Fees(2) | $ | 45 | $ | — | ||||||
Tax Fees(3) | $ | — | $ | — | ||||||
All Other Fees(4) | $ | — | $ | — |
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2023 | 2022 | |||||||
Audit Fees(1) | $ | 2,056 | $ | 1,971 | ||||
Audit-Related Fees(2) | — | 45 | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — |
26 2023 Proxy Statement • BIOVENTUS
Name | Age | Position(s) | |||||||||
Executive Officers | |||||||||||
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Mark Singleton | 55 | Senior Vice President and Chief Financial Officer | |||||||||
Anthony D’Adamio | 63 | Senior Vice President and General Counsel | |||||||||
Katrina Church | 62 | Senior Vice President and Chief Compliance Officer |
Claypoole.
BIOVENTUS • 2023 Proxy Statement 27
The Company’sCompany's business and affairs are managed under the direction of its Board.Board of Directors. The Board has adopted Corporate Governance Guidelines, a Code of Compliance and Ethics, and charters for its Audit and Risk Committee, Compensation Committee, Compliance, Ethics and Culture Committee and Nominating and Corporate Governance Committee to assist it in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access the current Committee charters, Corporate Governance Guidelines, and Code of Compliance and Ethics in the “Documents and Charters” section under the “Corporate Governance” section of the “Investors” page of the Company’sCompany's website located at www.bioventus.com, or by writing to the Secretary at the Company’sCompany's offices at 4721 Emperor Blvd., Ste. 100, Durham, North Carolina 27703.
As set forth in our
whose subsequent term will expire at the 2028 Annual Meeting.
If the Declassification Charter Amendment is approved, then effective with the 2026 Annual Meeting and pursuant to Delaware law, the directors may be removed
with or without cause by the affirmative vote of the holders of at least a majority of our outstanding voting stock entitled to vote in the election of directors.Board Diversity Matrix (as of April 27, 2023) | ||||||||||||||||||||
Total Number of Directors | 11 | |||||||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||||||
Part I: Gender Identity |
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Directors | 3 | 8 | 0 | 0 | ||||||||||||||||
Part II: Demographic Background |
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African American or Black | 1 | 0 | 0 | 0 | ||||||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||||||||
Asian | 0 | 0 | 0 | 0 | ||||||||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||||||||
White | 2 | 8 | 0 | 0 | ||||||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||||||||
LGBTQ+ |
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Did Not Disclose Demographic Background |
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28 202326, 2024:
Board Diversity Matrix (as of April 26, 2024) | ||||||||||||||
Total Number of Directors | 11 | |||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 3 | 8 | 0 | 0 | ||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | 1 | 0 | 0 | 0 | ||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||
Asian | 0 | 0 | 0 | 0 | ||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||
White | 2 | 8 | 0 | 0 | ||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||
LGBTQ+ | 0 | |||||||||||||
Did Not Disclose Demographic Background | 0 |
the S+N Stockholders.
BIOVENTUS • 2023 Proxy Statement 29
30 2023 Proxy Statement • BIOVENTUS
CORPORATE GOVERNANCE
prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders. This policy applies whether such securities were granted as compensation or are otherwise held, directly or indirectly by the applicable individual or entity.
Name | Audit and Risk | Compensation | Compliance, Ethics and Culture | Nominating and Corporate Governance | ||||||||||||||
John A. Bartholdson | Chairperson | X | ||||||||||||||||
Patrick J. Beyer | X | |||||||||||||||||
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Philip G. Cowdy | X | |||||||||||||||||
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Hawkins | X | |||||||||||||||||
| Mary Kay Ladone | X | X | |||||||||||||||
Michelle McMurry-Heath | Chairperson | |||||||||||||||||
Guido J. Neels | X | |||||||||||||||||
Guy P. Nohra | ||||||||||||||||||
| X | |||||||||||||||||
Susan M. Stalnecker | Chairperson | X | ||||||||||||||||
Martin P. Sutter | ||||||||||||||||||
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•appointing, evaluating, approving the compensation of, and assessing the independence of our registered public accounting firm;
•overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;
•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
•coordinating the Board’s oversight of the Company’sCompany's internal control over financial reporting and disclosure controls and procedures;
•overseeing the Company’s enterprise risk assessment and management processes;
•overseeing the performance of the Company’s internal audit function;
•meeting independently with the Company’sCompany's internal auditing staff, independent registered public accounting firm and management;
•reviewing and approving or ratifying any related person transactions;
•periodically reviewing our investment policy; and
•preparing the audit committee report required by the SEC rules (which is included on page 2523 of this proxy statement).
COMMITTEES OF THE BOARD
The Audit and Risk Committee charter is available on the Company’sCompany's website, located at www.bioventus.com, in “Documents and Charters��Charters” under the “Corporate Governance” section of the “Investors” page of the website.
2023.
•reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and our other executive officers;
•administration of the Company's Recovery Policy;
•reviewing and making recommendations to the Board with respect to director compensation;
•reviewing and discussing annually with management the Company’sCompany's “Compensation Discussion and Analysis,” to the extent required;
•retaining or obtaining the advice of compensation consultants, counsel or other advisors as it deems necessary or appropriate to carry out its responsibilities;
•preparing the annual compensation committee report, to the extent required by SEC rules.
2023.
•overseeing and maintaining an open line of communication with the Chief Compliance Officer;
and the Company's Senior Vice President and General Counsel;•reviewing, approving and overseeing the implementation of the annual Global Compliance Program; and
•overseeing the Company’s product quality management system.
BIOVENTUS • 2023 Proxy Statement 33resigned from the Committee.
COMMITTEES OF THE BOARD
The Compliance, Ethics and Culture Committee met 4 times in 2022.
2023.
•identifying individuals qualified to become members of the Board;
•recommending to the Board the persons to be nominated for election as directors and to be appointed to each Board committee;
•retaining search firms as it deems necessary or appropriate;
•overseeing a periodic evaluation of the Board’s leadership structure and overseeing periodic self-evaluations of the Board.
34 20232023.
•Anthony Bihl, III, Former Interim Chief Executive Officer, who joined the Company effective April 5, 2023 and resigned from the Company effective January 10, 2024;
•Mark Singleton, Senior Vice President &and Chief Financial Officer, who joined the Company effective March 21, 2022;
Alessandra Pavesio, Former•Anthony D’Adamio, Senior Vice President & Chief Science Officer, whose employment with the Company terminated effective January 1, 2023; and
John E. Nosenzo, Former Senior Vice President & Chief Commercial Officer, who retired from the Company effective October 1, 2022.
Name and Principal Position Kenneth M. Reali Former Chief Executive Officer Mark Singleton Senior Vice President & Chief Financial Officer Alessandra Pavesio Former Senior Vice President & Chief Science Officer John E. Nosenzo Former Senior Vice President & Chief Commercial Officer 2023.202220212022 and 2022. Year Salary
($)(1) Bonus Stock
Awards
($)(2) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($) Total ($) 2022 $ 737,397 — $ 1,454,406 $ 2,181,133 $ — $ 22,297 (4) $ 4,395,235 2021 690,452 — — 10,844,129 1,057,517 26,785 (5) 12,618,883 2022 336,932 — 990,105 1,124,928 — 10,487 (4) 2,462,452 2022 439,648 — 450,000 449,902 — 704,866 (4) 2,044,416 2022 416,859 260,000 (6) 499,994 499,894 — 599,801 (4) 2,276,548 2021 534,302 260,000 (6) 1,640,877 716,562 631,005 24,270 (5) 3,807,016 (1)Amounts reflect annual base salary earned with respect to 2021 and 2022.(2)Amounts reflect the aggregate grant date fair value of the RSUs or option awards computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 7 – Stock/Equity-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the RSUs or stock options, the exercise of the stock options, or the sale of the common stock underlying such RSUs or stock options.(3)Amounts reflect the annual performance-based cash incentives earned by our named executive officers in 2021 based on achievement of corporate and personal performance objectives.(4)2022: Amounts reflect (i) $15,250 in matching 401(k) contributions and true-ups made by us to the 401(k) accounts of Mr. Reali, Ms. Pavesio, and Mr. Nosenzo, respectively, and $6,946 in matching 401(k) contributions and true-ups made by us to the 401(k) account of Mr. Singleton, (ii) reimbursement of cellular telephone expenses to Messrs. Reali, Singleton, and Nosenzo equal to $1,584, $1,080, and $924, respectively, (iii) life insurance premiums paid for Mr. Reali, Mr. Singleton, Ms. Pavesio, and Mr. Nosenzo equal to $936, $619, $823 and $720, respectively, (iv) contributions made by us to the Health Savings Accounts of Mr. Reali, Mr. Singleton and Ms. Pavesio equal to $1,500, $1,154, and $1,500, respectively, (v) payment of premiums made by us under a Long Term Disability Bridge Plan for Mr. Reali, Mr. Singleton and Ms. Pavesio, equal to $3,029, $688, $787, respectively, and (vi) $686,506 in payments to Ms. Pavesio and $582,907 in payments to Mr. Nosenzo, each made in connection with their separation from the CompanyName and Principal
PositionYear Total ($) Anthony Bihl, III 2023 $ 559,649 $ 74 $ 88,160 $ 91,080 $ 850,508 $ 24,637 (5) $ 1,614,108 Former Interim Chief Executive Officer Kenneth M. Reali 2023 193,151 548,808 — — — 578,013 (5) 1,319,972 Former Chief Executive Officer 2022 737,397 — 1,454,406 2,181,133 — 22,297 (6) 4,395,233 Mark Singleton 2023 452,438 82,013 253,140 65,048 184,001 21,593 (5) 1,058,233 Senior Vice President & 2022 336,932 — 990,105 1,124,928 — 10,488 (6) 2,462,453 Chief Financial Officer Anthony D'Adamio 2023 434,700 98,977 169,519 49,624 151,276 20,422 (5) 924,518 Senior Vice President & General Counsel 20232024 Proxy Statement 3533
EXECUTIVE AND DIRECTOR COMPENSATION
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2022
2022
as reviewed and approved by the Compensation Committee.
Equity-Based Compensation
Prior to our IPO, the Company maintained the Bioventus Phantom Profits Interest Plan, which was renamed the Bioventus Stock Plan on June 1, 2020, (the “Phantom Plan”),award as a short-term RSU pursuant to which the Company granted time-vesting phantom plan units (“Time Phantom Units”) and performance-vesting phantom plan units (“Performance Phantom Units”). The Time Phantom Units generally vested ratably over five years (20% on the first anniversaryterms of the dateAIP, or $230,001 and $189,095 of grantRSUs, respectively. These RSU awards were granted on March 15, 2024 and 5% quarterly thereafter) and entitled the holder to a cash payment, in an amount determined by reference to the value of our Profits Interest Units, with respect to any vested Time Phantom Units upon the earlier of a termination from service or certain distribution events with respect to the Company’s profits interest units. In the event of a qualifying distribution event prior to a termination, all Time Phantom Units fully vest. Generally, Performance Phantom Units were scheduled towill vest on June 1, 2021,15, 2024, subject to the achievementexecutives’ continued employment with us. The grant was calculated using the closing stock price on March 15, 2024 of 2020 corporate revenue goals, but could also become vested in whole or in part in the board$5.45. Mr. Singleton received an RSU grant of managers’ discretion in the event such revenue goals were not satisfied. 42,202 shares and Mr. D’Adamio received an RSU grant of 34,696 shares.
36 2023 Proxy Statement • BIOVENTUS
EXECUTIVE AND DIRECTOR COMPENSATION
On July 30, 2020, Mr. Reali was granted an option to purchase up to 5,935 equity interests of BV LLC at a per unit price of $42.12 at any time prior to July 30, 2021 (or the termination of his service, if earlier). In February 2021, Mr. Reali forfeited this option and was paid $10 in consideration for this forfeiture.
2021 Incentive Plan
In connection with our Company’s IPO, the Board adopted (and our stockholders approved) the 2021 Incentive Plan in order to facilitate the grant of cash and equity incentives to the Company’s Company's non-employee directors, employees (including the named executive officers) and consultants and employees and consultants of the Company’sCompany's subsidiaries and to enable the Company and its subsidiaries to obtain and retain the services of these individuals, which is essential to our long-term success. During 2022,2023, Mr. Reali, Ms. PavesioBihl, Mr. Singleton, and Mr. NosenzoD’Adamio received 466,054, 96,133$105,653, $75,456 and 106,815$57,564 in options under the 2021 Incentive Plan, respectively,respectively. In 2023, Mr. Bihl, Mr. Singleton, and Mr. Reali, Ms. PavesioD’Adamio received $88,160, $60,320, and Mr. Nosenzo received 114,882, 35,545 and 39,494$46,052 in RSUs under the 2021 Incentive Plan, respectively.
General Counsel.
He did not exercise these options.
EXECUTIVE AND DIRECTOR COMPENSATION
Effective January 1, 2023, Ms. Pavesio’s10, 2024, Mr. Bihl's employment with the Company terminated. Ms. Pavesio’s separation fromOn January 9, 2024, the Company was treated as a termination without cause under her employment agreement. Ms. Pavesio has served as a consultant toBoard approved the Company since January 1, 2023acceleration of vesting of all of the outstanding and is compensated $300 per hour and a discounted daily rate (for a minimum of eight hours) of $2,000 for her consultancy services, which will continue until January 1, 2024, unless earlier terminated. Given Ms. Pavesio’s ongoing consultancy with the Company, her outstandingunvested equity awards on January 1,Mr. Bihl, effective immediately. The equity awards, which were granted in connection with Mr. Bihl’s appointment as the Company’s Interim President and Chief Executive Officer in April 2023, continuewere to vest pursuantin April 2024, subject to their terms.
Effective October 1, 2022,continued employment, and provided for acceleration of vesting at the discretion of the Board and/or the Board’s Compensation Committee. Mr. Nosenzo retired from the Company. Mr. Nosenzo’s separation from the Company was treated as a termination without cause under his employment agreement. Pursuant to Mr. Nosenzo’s equity award agreements with the Company, all of his outstanding unvested RSUs were forfeited upon his separation from the Company and Mr. NosenzoBihl had three months following his separation from the Company to exercise any options that were vested and exercisable as of October 1, 2022. See also “—Retention Plan” below for a description of additional compensation matters related to Mr. Nosenzo.
and he exercised such options in March 2024.
•medical, dental and vision benefits;
•medical flexible spending accounts and health savings account;
•short-term and long-term disability insurance;
•basic life and accidental death & dismemberment insurance; and
•group accident, critical illness and hospital indemnity plans.
38 2023 Proxy Statement • BIOVENTUS
EXECUTIVE AND DIRECTOR COMPENSATION
Section 280G
Retention Plan
On April 13, 2020, we initiated a retention plan with Mr. Nosenzo for an aggregate amount
Year End
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Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market Value of shares or units that have not vested ($) | |||||||||||||||||||||
Kenneth M. Reali
Former Chief Executive Officer | 03/14/2022 | (1) | — | 466,054 | $ | 12.66 | 03/13/2032 |
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| 114,882 | $ | 299,842 | (4) | |||||||||||
| 04/01/2021 | (1) | 7,500 | 22,500 | 15.23 | 03/31/2031 |
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| 02/11/2021 | (2) | 309,225 | 309,225 | 13.00 | 02/10/2031 |
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| 02/11/2021 | (1) | 463,838 | 1,391,513 | 13.00 | 02/10/2031 |
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Mark Singleton
Senior Vice President & Chief Financial Officer | 04/04/2022 | (3) | — | 223,200 | 13.29 | 04/03/2032 |
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04/04/2022 | (3) |
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| 74,500 | 194,445 | (4) | ||||||||||||
Alessandra Pavesio
Former Senior Vice President & Chief Science Officer | 03/14/2022 | (1) | — | 96,133 | 12.66 | 03/13/2032 |
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03/14/2022 | (1) |
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04/01/2021 | (1) | 1,225 | 3,675 | 15.23 | 03/31/2031 |
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02/11/2021 | (1) | 41,125 | 123,375 | 13.00 | 02/10/2031 |
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John E. Nosenzo
Former Senior Vice- President & Chief Commercial Officer | 02/11/2021 | (5) | 41,125 | — | 13.00 | 01/01/2023 |
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Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market Value of shares or units that have not vested ($) | |||||||||||||||||||||||||
Kenneth M. Reali | ||||||||||||||||||||||||||||||||
Former Chief Executive | ||||||||||||||||||||||||||||||||
Officer | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Anthony Bihl | ||||||||||||||||||||||||||||||||
Interim Chief Executive | 04/10/2023(1) | — | 198,000 | 1.16 | 04/10/2033 | — | — | |||||||||||||||||||||||||
Officer | 04/10/2023(1) | — | — | — | — | 76,000 | 400,520 | (8) | ||||||||||||||||||||||||
Mark Singleton | 04/04/2022(2) | 55,800 | 167,400 | 13.29 | 04/03/2032 | — | — | |||||||||||||||||||||||||
Senior Vice President & | 04/04/2022(2) | — | — | — | — | 55,875 | 294,461 | (8) | ||||||||||||||||||||||||
Chief Financial Officer | 04/10/2023(3) | — | 135,800 | 1.16 | 04/10/2033 | — | — | |||||||||||||||||||||||||
04/10/2023(3) | — | — | — | — | 52,000 | 274,040 | (8) | |||||||||||||||||||||||||
06/20/2023(4) | — | — | — | — | 62,000 | 326,740 | (8) | |||||||||||||||||||||||||
Anthony D'Adamio | 02/11/2021(5) | 84,050 | 84,050 | 13.00 | 02/10/2031 | — | — | |||||||||||||||||||||||||
General Counsel | 03/31/2021(6) | 4,750 | 4,750 | 15.23 | 03/31/2031 | — | — | |||||||||||||||||||||||||
03/14/2022(7) | 24,033 | 72,100 | 12.66 | 03/14/2032 | — | — | ||||||||||||||||||||||||||
03/14/2022(7) | — | — | — | — | 26,658 | 140,488 | (8) | |||||||||||||||||||||||||
04/10/2023(3) | — | 103,600 | 1.16 | 04/10/2033 | — | — | ||||||||||||||||||||||||||
04/10/2023(3) | — | — | — | — | 39,700 | 209,219 | (8) | |||||||||||||||||||||||||
06/20/2023(4) | — | — | — | — | 39,700 | 209,219 | (8) |
EXECUTIVE AND DIRECTOR COMPENSATION
Name | Stock Awards ($)(1) | Fees Earned or Paid in Cash ($)(2) | Total ($) | |||||||||
William A. Hawkins | $ | 201,991 | $ | 115,000 | $ | 316,991 | ||||||
Susan M. Stalnecker | 151,996 | 80,000 | 231,996 | |||||||||
Michelle McMurry-Heath | 163,361 | 65,000 | 228,361 | |||||||||
Guy P. Nohra | 151,996 | 75,000 | 226,996 | |||||||||
Mary Kay Ladone | 151,996 | 72,500 | 224,496 | |||||||||
Patrick Beyer | 151,996 | 65,000 | 216,996 | |||||||||
Martin P. Sutter | 151,996 | 65,000 | 216,996 | |||||||||
Guido J. Neels | 151,996 | 62,500 | 214,496 | |||||||||
Stavros Vizirgianakis(3) | 151,996 | 36,766 | 188,762 | |||||||||
Philip Cowdy(4) | 0 | 0 | 0 |
2023.
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40Amounts reflect the aggregate grant-date fair value of the RSUs granted during 2023 Proxy Statement • BIOVENTUScomputed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 7 – Equity-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the non-employee director upon the vesting of the RSUs or the sale of the common stock underlying such RSUs.
EXECUTIVE AND DIRECTOR COMPENSATION(2)
Amounts reflect fees paid in accordance with the Company's non-employee director compensation policy, which is described in further detail below.
Name | Stock Awards (#) | |||||||
William A. Hawkins(1) | 30,400 | |||||||
Mary Kay Ladone | 30,400 | |||||||
Patrick Beyer(1) | 30,400 | |||||||
Michelle McMurry-Heath(1) | 30,400 | |||||||
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Susan M. Stalnecker | 30,400 | |||||||
Guy P. Nohra | 30,400 | |||||||
Martin P. Sutter | 30,400 | |||||||
Guido J. Neels | 30,400 | |||||||
John A. Bartholdson(1)(2) | ||||||||
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BIOVENTUS • 2023 Proxy Statement 41
•each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class A common stock or our Class B common stock;
•each named executive officer;
•each of the Company’sCompany's directors; and
•all executive officers and directors as a group.
Please see “Securities Authorized for Issuance Under Bioventus’ Equity Compensation Plans” under Proposal 2 for
Shares of Class A Common Stock Beneficially Owned | Shares of Class B Common Stock Beneficially Owned | Combined Voting Power(1) | ||||||||||||||||||
Name of Beneficial Owner | Number | % | Number | % | % | |||||||||||||||
5% Stockholders | ||||||||||||||||||||
EW Healthcare Partners(2) | 13,021,324 | 20.4 | % | — | — | 16.4 | % | |||||||||||||
Juniper Investment Company, LLC(3) | 6,833,857 | 10.7 | % | — | — | 8.6 | % | |||||||||||||
Smith & Nephew(4) | 6,229,991 | 9.8 | % | 15,786,737 | 100% | 27.7 | % | |||||||||||||
Nantahala Capital Management, LLC(5) | 5,977,471 | 9.4 | % | — | — | 7.5 | % | |||||||||||||
Spindletop Healthcare Capital L.P.(6) | 3,906,395 | 6.1 | % | — | — | 4.9 | % | |||||||||||||
Ampersand Capital(7) | 3,255,332 | 5.1 | % | — | — | 4.1 | % | |||||||||||||
Named Executive Officers and Directors | ||||||||||||||||||||
Martin P. Sutter(2)(8) | 13,080,072 | 20.5 | % | — | — | 16.4 | % | |||||||||||||
John A. Bartholdson(3)(9) | 6,879,409 | 10.8 | % | — | — | 8.6 | % | |||||||||||||
Anthony P. Bihl III | 325,248 | * | — | — | * | |||||||||||||||
Anthony D'Adamio(10) | 300,105 | * | — | — | * | |||||||||||||||
William A. Hawkins(11) | 231,358 | * | — | — | * | |||||||||||||||
Mark Singleton(12) | 222,417 | * | — | — | * | |||||||||||||||
Guy P. Nohra(13) | 100,117 | * | — | — | * | |||||||||||||||
Patrick Beyer(14) | 83,884 | * | — | — | * | |||||||||||||||
Susan M. Stalnecker(15) | 79,464 | * | — | — | * | |||||||||||||||
Guido J. Neels(16) | 58,748 | * | — | — | * | |||||||||||||||
Mary Kay Ladone(17) | 50,674 | * | — | — | * | |||||||||||||||
Michelle McMurry-Heath(18) | 47,819 | * | — | — | * | |||||||||||||||
Kenneth M. Reali | 30,085 | * | — | — | * | |||||||||||||||
Philip G. Cowdy | 11,700 | * | — | — | * | |||||||||||||||
Robert E. Claypoole | — | * | — | — | * | |||||||||||||||
All current directors and executive officers as a group (14 persons)(19) | 21,326,664 | 32.9 | % | — | — | 26.5 | % |
our Class A common stock or our Class B common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT(3)
| Shares of Class A Common Stock Beneficially Owned | Shares of Class B Common Stock Beneficially Owned | Combined Voting Power(1) | |||||||||||||||||
Name of Beneficial Owner | Number | % | Number | % | % | |||||||||||||||
5% Stockholders |
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EW Healthcare Partners(2) | 13,021,324 | 20.8 | % | — | — | 16.6 | % | |||||||||||||
Smith & Nephew(3) | 6,229,991 | 10.0 | % | 15,786,737 | 100 | % | 28.1 | % | ||||||||||||
Juniper Investment Company, LLC(4) | 4,593,463 | 7.4 | % | — | — | 5.9 | % | |||||||||||||
Spindletop Healthcare Capital L.P.(5) | 3,906,395 | 6.3 | % | — | — | 5.0 | % | |||||||||||||
Ampersand Capital(6) | 3,255,332 | 5.2 | % | — | — | 4.2 | % | |||||||||||||
Nantahala Capital Management, LLC(7) | 3,168,574 | 5.1 | % | — | — | 4.1 | % | |||||||||||||
Named Executive Officers and Directors |
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Martin P. Sutter(8) | 13,049,672 | 20.9 | % | — | — | 16.7 | % | |||||||||||||
John A. Bartholdson(9) | 4,601,039 | 7.4 | % | — | — | 5.9 | % | |||||||||||||
Kenneth M. Reali(10) | 1,707,724 | 2.7 | % | — | — | 2.1 | % | |||||||||||||
Alessandra Pavesio(11) | 263,038 | * | — | — | * | |||||||||||||||
William A. Hawkins(12) | 112,958 | * | — | — | * | |||||||||||||||
John E. Nosenzo(13) | 87,148 | * | — | — | * | |||||||||||||||
Mark Singleton(14) | 68,381 | * | — | — | * | |||||||||||||||
Patrick Beyer(15) | 52,519 | * | — | — | * | |||||||||||||||
Susan M. Stalnecker(16) | 49,064 | * | — | — | * | |||||||||||||||
Guido J. Neels(17) | 28,348 | * | — | — | * | |||||||||||||||
Guy P. Nohra(17) | 28,348 | * | — | — | * | |||||||||||||||
Mary Kay Ladone(18) | 20,275 | * | — | — | * | |||||||||||||||
Michelle McMurry-Heath(19) | 17,420 | * | — | — | * | |||||||||||||||
Philip G. Cowdy | 11,700 | * | — | — | * | |||||||||||||||
Anthony P. Bihl III | — | * | — | — | * | |||||||||||||||
All current directors and executive officers as a group (14 persons)(20) | 18,303,565 | 29.1 | % | — | — | 23.3 | % |
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Based on a Schedule 13D/A filed with the SEC on June 16, 2023 and subsequent Form 4 filed August 15, 2023. Represents 6,833,857 shares of Class A common stock with deemed beneficial ownership as follows: Juniper Targeted Opportunity Fund, L.P. (“Juniper Fund”) beneficially owned 4,624,431 shares, Juniper Targeted Opportunities, L.P. (“Juniper Targeted Opportunities”) beneficially owned 2,133,576 shares and Juniper Multi-Strategy Fund, L.P. (“Juniper Multi-Strategy”) beneficial owned 75,850 shares. Juniper HF Investors II, LLC (“Juniper HF II”) is the general partner of Juniper Fund; Juniper Targeted Opportunity Investors, LLC (“Juniper TO”) is the general partner of Juniper Targeted Opportunities; and Juniper HF Investors, LLC (“Juniper HF”) is the general partner of Juniper Multi-Strategy. Juniper Investment Company, LLC (“Juniper Investment Company”) is the investment advisor to Juniper Fund, Juniper Targeted Opportunities and Juniper Multi-Strategy. Each of Alexis P. Michas and John A. Bartholdson is a managing member of Juniper Investment Company. Each of Juniper Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy has the sole power to vote or direct their respective vote of 4,624,431, 2,133,576 and 78,850 shares and the sole power to dispose or direct the disposition of such shares. Juniper HF II, Juniper TO, Juniper HF, Juniper Investment Company and each of Messrs. Michas and Bartholdson may be deemed to share with Juniper Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy, as applicable, the power to vote or to direct the vote and to dispose or to direct the disposition of such shares. The address of the foregoing reporting persons is 555 Madison Avenue, 24th Floor, New York, New York 10022.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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44 2023 Proxy Statement • BIOVENTUS
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The IPO Merger involved the exchange of the indirect ownership interest in LLC Interests held by Former LLC Owners and occurred as a result of various mergers, whereby, in each case, a newly formed subsidiary of Bioventus merged into an entity that holds LLC Interests (and of which the Former LLC Owners were owners) with each entity becoming a wholly owned subsidiary of Bioventus and the Former LLC Owners receiving Class A common stock. Each Former LLC Owner and/or one or more of its affiliates has agreed, pursuant to their respective merger agreement, to indemnify the Company against all historic liabilities of the entity transferred in the applicable merger. Subsequent to these mergers, each such entity merged into Bioventus resulting in Bioventus owning directly the LLC Interests exchanged by the Former LLC Owners pursuant to the initial mergers. In connection with the IPO Merger, the aggregate fair value of the Class A common stock transferred to certain of the Former LLC Owners, including EW Healthcare Partners, Smith & Nephew (Europe) B.V., Spindletop Healthcare Capital L.P., Ampersand Capital, Pantheon Global Co-Investment Opportunities Fund L.P. and Alta Partners VIII, L.P., each beneficially owing 5% or more of our Class A common stock, was approximately $413.9 million.
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46 2023the timing of any subsequent redemptions or exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, whichmay fluctuate over time, of the depreciable or amortizable assets of BV LLC at the time of each redemption or exchange;
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
For purposes of the TRA, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that it would have been required to pay had there been no Basis Adjustments and had the TRA not been entered into. The TRA generally applies to each of our taxable years, beginning with the first taxable year ending after the consummation of the offering. There is no maximum term for the TRA; however, the TRA may be terminated by us pursuant to an early termination procedure that requires us to pay the Continuing LLC Owner an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments).
BIOVENTUS • 2023 Proxy Statement 47
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Payments are generally due under the TRA within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments begin to accrue at a rate of LIBOR plus 100 basis points from the due date, without extensions, of such tax return and ending on the date that such payments are required to be made under the terms of the TRA. Any late payments that may be made under the TRA continue to accrue interest at LIBOR plus 500 basis points from the due date of such payments under the TRA until such payments are made, including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose, including as a result of restrictions on payments to our equity owners in the agreements governing our indebtedness. There have been no payments to the Continuing LLC Owner made by the Company pursuant to this agreement since January 1, 2020.
48 2023 Proxy Statement • BIOVENTUS
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
number of LLC Interests redeemed from the Continuing LLC Owner. BV LLC will then distribute the cash or shares of our Class A common stock to the Continuing LLC Owner to complete the redemption. In the event of such a redemption election by the Continuing LLC Owner, we may effect a direct exchange of cash or Class A common stock for such LLC Interests in lieu of such a redemption. Whether by redemption or exchange, we are obligated to ensure that at all times the number of LLC Interests that we own equals the number of shares of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).
12, 2025.
50 2023 Proxy Statement • BIOVENTUS
.
26, 2024
ANNEX A
2023 RETENTION EQUITY AWARD PLAN
2023 Retention Equity Award Plan Approved by
1. Purposes242 of the Plan. The purposesGeneral Corporation Law of this Plan are to retain critical personnel serving as Employees; to provide additional incentives to Employees to contributethe State of Delaware, setting forth an amendment to the successful performanceAmended and Restated Certificate of Incorporation of the CompanyCorporation (the “Amendment”) and any Related Entity;declaring said Amendment to promote the growthbe advisable. The stockholders of the market valueCorporation duly approved said proposed Amendment at the Annual Meeting of Stockholders of the Company’s Common Stock; to align the interests of ParticipantsCorporation held on June 11, 2024, in accordance with thoseSection 242 of the Company’s stockholders; and to promote the successGeneral Corporation Law of the Company’s business.
State of Delaware.
(a) follows:
(b) “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of federal and state securities laws, the corporate laws of Delaware, and, to the extent other than Delaware, the corporate laweffectiveness of the statefiling of this Certificate of Amendment until the Company’s incorporation,election of directors at the Code, the rules2026 annual meeting of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.
(c) “Award” means the grant of a Restricted Stock Unit under the Plan.
(d) “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the Participant, including any amendments thereto.
(e) “Board” meansstockholders (the “2026 Annual Meeting”), the board of directors shall be divided into two classes of directors, Class I and Class II with the Company.
(f) “Cause” means, with respect todirectors in Class I having a term that expires at the termination by the Company or a Related Entity2025 annual meeting of a Participant’s Continuous Service:
(i) that such termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective written employment agreement or other similar agreement between the Participantstockholders (the “2025 Annual Meeting”), and the Company or such Related Entity, provided, however,directors in Class II having a term that with regard to any agreement that defines “Cause” on the occurrence of or in connection with a Change in Control, such definition of “Cause” will not apply until a Change in Control actually occurs; or
(ii) in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator: (A) the Participant’s performance of any act, or failure to perform any act, in bad faith and to the detriment of the Company or a Related Entity; (B) the Participant’s dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; (C) the Participant’s material breach of any noncompetition, confidentiality or similar agreement with the Company or a Related Entity, as determined under such agreement; (D) the Participant’s commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (E) the Participant’s engaging in acts or omissions constituting gross negligence, misconduct or a willful violation of a Company or a Related Entity policy which is or is reasonably expected to be materially injurious to the Company and/or a Related Entity; or (F) the Participant’s failure to follow the reasonable instructions of the Board or such Participant’s direct supervisor, which failure, if curable, is not cured within 10 days after notice to such Participant or, if cured, recurs within 180 days.
(g) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i) a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of
BIOVENTUS • 2023 Proxy Statement A-1
“persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Related Entities, an employee benefit plan maintained by the Company, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition;
(ii) during any period of two consecutive years, individuals who,expires at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 2(g)(i) or Section 2(g)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds2026 Annual Meeting. The successors of the directors then still in office who, eitherimmediately prior to the 2024 annual meeting of stockholders (the “2024 Annual Meeting”), were members of Class III (and whose terms expired at the 2024 Annual Meeting) shall become members of Class I with a term expiring at the 2025 Annual Meeting; the directors who, immediately prior to the 2024 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2025 Annual meeting shall remain members of Class I and shall continue to have terms expiring at the 2025 Annual Meeting; and the directors who, immediately prior to the 2024 Annual Meeting, were members of Class II and whose terms were scheduled to expire at the 2026 Annual Meeting shall remain members of Class II and shall continue to have terms expiring at the 2026 Annual Meeting.
(iii) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions, or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(A) that results in the Company’s voting securities outstandingdirectors who, immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(B) after which no “person” or “related” group of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or related group of persons will be treated for purposes of this Section 2(g)(iii)(B) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation2025 Annual Meeting, were members of Class I (and whose terms expire at the 2025 Annual Meeting) shall be elected at such meeting for a term that expires at the 2026 Annual Meeting, and the directors who, immediately prior to the 2025 Annual Meeting, were members of Class II and whose terms were scheduled to expire at the 2026 Annual Meeting shall continue to have terms expiring at the 2026 Annual Meeting.
Notwithstandingstockholders thereafter) shall be elected for a term expiring at the foregoing definition or any other provision of this Plan, (x) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicilenext annual meeting of the Company, (y) the definition of Change in Control (or any analogous term) in an individual written agreement between a Participantstockholders.
(h) “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.
(i) “Committee” means the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan in accordance with Section 4(a) below.
(j) “Common Stock” means the Company’s Class A common stock, $0.001 par value per share.
(k) “Company” means Bioventus Inc., a Delaware corporation, or any successor entity that adopts the Plan in connection with a Change in Control.
(l) “Continuous Service” means that the provision of services to the Company or a Related Entity as an Employee is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an
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Employee, Continuous Service will be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee can be effective under Applicable Laws. A Participant’s Continuous Service will be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Participant provides services ceasing to be a Related Entity. Continuous Service will not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor in the capacity of an Employee, or (iii) if permitted by the Administrator, a change in status from Employee to non-employee consultant to the Company or a Related Entity. An approved leave of absence for purposes of this Plan will include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity has a reasonable expectation that the individual will return to provide services for the Company or Related Entity, and provided further that the leave does not exceed six months, unless the individual has a statutory or contractual right to re-employment following a longer leave.
(m) “Data” has the meaning set forth in Section 19 of this Plan.
(n) “Effective Date” has the meaning set forth in Section 13 below.
(o) “Employee” means any person, including an Officer, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance.
(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(q) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows.
(i) If the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation The NASDAQ Global Select Market, The NASDAQ Global Market, or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC markets and systems maintained by OTC Markets Group Inc.) or by a recognized securities dealer, its Fair Market Value will be the closing sales price for such stock as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof will be determined by the Administrator in good faith by application of a reasonable valuation method consistently applied and taking into consideration all available information material to the value of the Company in a manner in compliance with Section 409A.
(r) “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(s) “Participant” means the holder of an outstanding Award.
(t) “Plan” means this Bioventus Inc. 2023 Retention Equity Award Plan, as the same may be amended from time to time.
(u) “Related Entity” means any entity (other than the Company), whether now or hereafter existing, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
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(v) “Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.
(w) “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act, as such rule may be amended from time to time, and includes any successor provisions thereto.
(x) “Section 409A” means Section 409A of the Code, the Treasury Regulations and other guidance issued thereunder by the United States Department of the Treasury (whether issued before or after the Effective Date), and all state laws of similar effect.
(y) “Share” means a share of the Common Stock.
(z) “Tax Obligations” means all federal, state, local, and foreign income tax, social insurance, payroll tax, fringe benefits tax, or other tax-related liabilities related to a Participant’s participation in the Plan and the receipt of any benefits hereunder, as determined under the Applicable Laws.
3. Stock Subject to the Plan.
(a) Subject to adjustment as described in Section 11 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is 600,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.
(b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) will be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award will not be returned to the Plan and will not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company, such Shares will become available for future grant under the Plan. In the event tax withholding obligations associated with an Award are satisfied by withholding Shares, any Shares so withheld will not again be available for Awards under the Plan.
(c) During the term of the Plan, the Company will at all times reserve and keep available a sufficient number of Shares to satisfy the requirements of the Plan.
4. Administration of the Plan.
(a) Plan Administrator. The Plan will be administered by (i) the Board or (ii) a Committee designated by the Board, which Committee will be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee will continue to serve in its designated capacity until otherwise directed by the Board.
(b) Powers of the Administrator. Subject to the Applicable Laws, the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:
(i) to select the Employees to whom Awards may be granted from time to time hereunder;
(ii) to determine whether and to what extent Awards are granted hereunder;
(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;
(iv) determine the vesting schedule (if any) applicable to all Awards under the Plan;
(v) to determine the type, terms and conditions of any Award granted hereunder;
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(vi) to accelerate vesting on any Award or to waive any forfeiture restrictions applicable thereto or to waive any other limitation or restriction with respect to an Award;
(vii) to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto;
(viii) to approve forms of Award Agreements for use under the Plan;
(ix) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions and to afford Participants favorable treatment under such rules or laws; provided, however, that no Award will be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan;
(x) to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would materially adversely affect the Participant’s rights under an outstanding Award will not be made without the Participant’s written consent;
(xi) to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan;
(xii) to make other determinations as provided in this Plan; and
(xiii) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.
The express grant in the Plan of any specific power to the Administrator will not be construed as limiting any power or authority of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan will be final, conclusive and binding on all persons having an interest in the Plan.
(c) Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee of one or more Officers of the Company the authority to grant or amend Awards or to take other actions pursuant to this Section 4; provided, however, that in no event may an Officer of the Company be delegated the authority to grant awards to, or amend Awards held by, individuals who are subject to Section 16 of the Exchange Act or Officers to whom authority to grant or amend Awards has been delegated hereunder; and provided further that any delegation of authority will only be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder will be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 4(c) will serve in such capacity at the pleasure of the Board and the Committee.
(d) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated will be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to such liabilities, costs, and expenses as may arise out of, or result from, the bad faith, gross negligence, willful misconduct, or criminal acts of such persons; provided, however, that within 30 days after the institution of such claim, investigation, action, suit or proceeding, such person will offer to the Company, in writing, the opportunity at the Company’s expense to defend the same.
5. �� Eligibility. Awards may be granted to Employees at the director level and above, provided, however, that the Administrator may grant Awards to Employees below the director level when the Administrator determines in its discretion that
BIOVENTUS • 2023 Proxy Statement A-5
such awards are warranted for retentive purposes or for other reasons consistent with the purposes of the Plan. An Employee who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.
6. Terms and Conditions of Awards.
(a) Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units to eligible Employees, in such amounts, and on such terms, as the Administrator, in its sole discretion, determines. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the number of Restricted Stock Units awarded, the vesting schedule, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(b) Vesting Criteria. The Administrator will establish vesting criteria for each Award in its discretion. Vesting criteria may include the Participant’s Continuous Service over a period or periods of time. The Administrator may also establish vesting criteria based upon the achievement of Company-wide, business unit, or individual performance goals, or any other basis determined by the Administrator in its discretion.
(c) Other Conditions. Subject to the terms of the Plan, the Administrator may establish additional terms and conditions of each Award including, but not limited to, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, and payment contingencies.
(d) Effect of Termination. Unless otherwise provided in the applicable Award Agreement, vesting of an Award will end upon the termination of the Participant’s Continuous Service for any reason. The Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that an Award may become vested subsequent to a termination of Continuous Service in the event of the Participant’s death, retirement or disability or any other specified termination of Continuous Service.
(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon vesting of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.
7. Transferability of Awards. Unless the Administrator provides otherwise, no Award may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. Notwithstanding the foregoing, the Participant may designate one or more beneficiaries of the Participant’s Award in the event of the Participant’s death on a beneficiary designation form provided by the Administrator.
8. Tax Withholding.
(a) Prior to the delivery of any Shares or cash pursuant to an Award, or at such other time as the Tax Obligations are due, the Company, in accordance with the Code and any Applicable Laws, will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all Tax Obligations. The Administrator may condition such delivery, payment, or other event pursuant to an Award on the payment by the Participant of any such Tax Obligations.
(b) The Administrator, pursuant to such procedures as it may specify from time to time, may designate the method or methods by which a Participant may satisfy the Tax Obligations. As determined by the Administrator in its sole discretion from time to time, these methods may include one or more of the following:
(i) paying cash;
(ii) directing the Company withhold cash or Shares deliverable to the Participant having a Fair Market Value equal to the amount required to be withheld;
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(iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld or remitted, provided the delivery of such Shares will not result in any adverse accounting consequences as the Administrator determines;
(iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine (whether through a broker or otherwise) equal to the Tax Obligations required to be withheld;
(v) retaining from salary or other amounts payable to the Participant cash having a sufficient value to satisfy the Tax Obligations; or
(vi) any other means which the Administrator determines to both comply with Applicable Laws, and to be consistent with the purposes of the Plan.
The amount of Tax Obligations will be deemed to include any amount that the Administrator determines may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state, local and foreign marginal income tax rates applicable to the Participant or the Company, as applicable, with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the Tax Obligations are required to be withheld.
9. Rights As a Stockholder. A Participant will not have any rights of a stockholder, nor will dividends accrue or be paid, with respect to any of the Shares granted pursuant to such Award until the Award is settled and the Shares are delivered (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
10. Conditions Upon Issuance of Shares; Manner of Issuance of Shares.
(a) Legal Compliance. Shares will not be issued pursuant to the vesting of an Award unless the issuance and delivery of such Shares will comply with Applicable Laws. If at any time the Administrator determines that the delivery of Shares pursuant to the vesting or any other provision of an Award is or may be unlawful under Applicable Laws, the vesting of an Award or to otherwise receive Shares pursuant to the terms of an Award will be suspended until the Administrator determines that such delivery is lawful and will be further subject to the approval of counsel for the Company with respect to such compliance. The Company will have no obligation to effect any registration or qualification of the Shares under any Applicable Law.
(b) Investment Representations. As a condition to the receipt of Shares pursuant to an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such receipt that the Shares are being issued only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.
(c) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained.
(d) Form of Issuance of Shares. Subject to the Applicable Laws and any governing rules or regulations, the Company will issue or cause to be issued the Shares acquired pursuant to an Award and will deliver such Shares to or for the benefit of the Participant by means of one or more of the following as determined by the Administrator: (i) by delivering to the Participant evidence of book entry Shares credited to the account of the Participant, (ii) by depositing such Shares for the benefit of the Participant with any broker with which the Participant has an account relationship, or (iii) by delivering such Shares to the Participant in certificate form.
(e) Fractional Shares.removal. No fractional Shares will be issued pursuant to any Award under the Plan; any Participant who would otherwise be entitled to receive a fraction of a Share upon vesting of an Award will receive from the Company cash in lieu of such fractional Shares in an amount equal to the Fair Market Value of such fractional Shares, as determined by the Administrator.
11. Adjustments. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award and the number of Shares which have been authorized for issuance under the Plan but as to which
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no Awards have yet been granted or which have been returned to the Plan, as well as any other terms that the Administrator determines require adjustment will be proportionately adjusted for (i) any increase or decrease in the number of issued and outstanding Shares resulting from a stock split, reverse stock split, stock dividend, combinationdirectors shall have the effect of removing or reclassificationshortening the term of any incumbent director.”
12. Change in Control.
(a) Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) accelerate vesting of an AwardStockholders Agreement, prior to the Change in Control2026 Annual Meeting when the board of directors shall cease to be classified, the Board of Directors or (ii) terminate an Award in exchangeany individual director may be removed from office at any time, but only for cash, rights or property, then such Award will continue in effect or be assumed or an equivalent Award (which may include, without limitation, an Award settled in cash) substitutedcause and only by the successor corporation or a parent or subsidiaryaffirmative vote of at least two-thirds of the successor corporation. In the event an Award continues in effect or is assumed or an equivalent Award substituted, and a Participant incurs a terminationvoting power of Continuous Service by the Company or its successor without Cause, upon or within 12 months following the Change in Control, then such Participant will become fully vested in such continued, assumed or substituted Award upon such termination. In taking anyall of the actions permitted under this Section 12(a), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awardsthen outstanding shares of voting stock of the same type, similarly. Such action(s) byCorporation entitled to vote at an election of directors.
(b) For the purposesmore outstanding series of this Section 12, an Award will be considered assumed if, following the Change in Control, the Award is expressly assumed (and not simply by operation of law) by the successor corporation or its parent in connection with the Change in ControlPreferred Stock to elect Preferred Stock Directors and the Award confers the right to purchase or receive, for each Share subject to the Award immediately priorStockholders Agreement, from and after the election of directors at the 2026 Annual Meeting when the board of directors shall cease to be classified, the Change in Control,Board of Directors or any individual director may be removed from office at any time, with or without cause, by the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holdersaffirmative vote of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the voting power of all the then outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely commonshares of voting stock of the successor corporation or its parent, the Administrator may, with the consentCorporation entitled to vote at an election of directors.”
13. Effective Date and Term of Plan; Stockholder Approval.
(a) This Plan became effective upon its adoption by the Board (the “Effective Date”). The Plan will continue in effect for a period of 10 years from the Effective Date unless sooner terminated, subject to the approval of the Plan by the stockholders of the Company as described in Section 13(c) below.
(b) The expiration of the Plan will not have the effect of terminating any Awards outstanding on such date, except as otherwise provided in the applicable Award Agreement.
(c) The Plan will be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
14. Amendment, Suspension or Termination of the Plan. The Board may at any time suspend or terminate the Plan, or amend the Plan in any respect, except that it may not (a) increase the total number of shares that may be issued under the
BIOVENTUS • 2023 Proxy Statement
period (or the Participant’s death, if earlier). Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures, or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements of Section 409A. Notwithstanding anything in the Plan or any Award Agreement to the contrary, each Participant will be solely responsible for the tax consequences of Awards, and in no event will the Company have any responsibility or liability if an Award does not meet any applicable requirements of Section 409A. Although the Company intends to administer the Plan to avoid taxation under Section 409A, the Company does not represent or warrant that the Plan or any Award is exempt from, or compliant with, Section 409A.
21. Clawback/Repayment. All Awards will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any applicable clawback, forfeiture or other similar policy adopted by the Board and as in effect from time to time; and (ii) the Applicable Laws. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant may be required to repay any such excess amount to the Company.
22. Unfunded Obligation. Participants will have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan will be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity will be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company will retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account will not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or a Related Entity. The Participants will have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.
23. Construction. Captions and titles contained herein are for convenience only and will not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular includes the plural and the plural includes the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
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4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703
(919) 474-6700
You are cordially invited to attend the Bioventus Annual Meeting of Stockholders to be held at 10:00 a.m., Eastern Time on June 7, 2023. The Bioventus Annual Meeting will be held solely in a virtual meeting format via live webcast. You will be able to virtually attend and vote at the Bioventus Annual Meeting by visiting www.virtualshareholdermeeting.com/BVS2023.
Whether or not you plan to virtually attend the Bioventus Annual Meeting, please vote over the Internet or by telephone or sign and return your proxy card as soon as possible in the envelope provided.
Stockholders of record at the close of business on April 12, 2023, and holders of proxies for those stockholders may attend and vote at the Bioventus Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Bioventus Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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