Corporate Governance

The Board of Directors of Orthofix International N.V. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Committee Charters
Title View
Audit & Finance Committee Charter
Compensation Committee Charter
Nominating & Governance Committee Charter
Compliance Committee Charter
Governance Documents
Title View
Corporate Code of Conduct
Corporate Governance Guidelines
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Ronald Matricaria

Mr. Matricaria joined the Board in March 2014. With more than 35 years of medical device and pharmaceutical experience, he served as President and Chief Executive Officer of St. Jude Medical, Inc. and served as Chairman of the Board of Directors. Prior to joining St. Jude Medical, Inc., Mr. Matricaria was with Eli Lilly and Company where he held multiple executive positions over the course of 23 years. He currently serves as a director of Kinaxis Inc. a cloud-based software company traded on the Toronto Stock Exchange. Until recently, he served as Chairman of the Board at Volcano Corporation and previously as a member of the Board at Phoenix Children's Hospital and Life Technologies Corporation. Additionally, Mr. Matricaria previously has served on the board of a number of other public and private companies including Home Depot Inc., Diametric Medical Inc., Ceridian Inc., Centocor Inc., Haemonetics Inc., Kinetic Concepts, Inc., Hospira Inc., Cyberonics Inc., Vistacare Inc., Advanced Medical Technology Association (AdvaMed), the Pharmaceutical Manufacturers Association International Section, the American Diabetes Association, the American Foundation for Pharmaceutical Education, the National Foundation for Infectious Diseases, the National Retiree Volunteer Center and the Indiana Repertory Theatre as well as a trustee on the board of the Massachusetts College of Pharmacy and Allied Health Science. He also chaired the BioMedical Engineering Institute campaign, which raised an operating endowment for the Institute at the University of Minnesota. He remains a Trustee emeritus of the University of Minnesota Foundation.


Mike Paolucci

Mr. Paolucci was named to the Board of Directors and appointed to the Compensation Committee in March 2016. A seasoned Human Resource (HR) executive, Mr. Paolucci has more than 20 years of global experience working directly with Boards of Directors and C-level executives to improve organizational capabilities and HR programs that result in sustained improvements in business performance. He currently serves as the head of Alliances and Human Capital for Halozyme Therapeutics Inc., a late stage oncology and biopharmaceutical company on the forefront of cancer research where he is responsible for managing the Company’s Alliance relationships with large pharmaceutical partners as well as its human resource strategies, programs, and policies. Prior to Halozyme, Mr. Paolucci served as Executive Vice President and Chief Human Resource Officer for CareFusion. He also served as Executive Vice President of Human Resources at NuVasive, and spent five years at Life Technologies. He was head of Human Resources for the services division of Hewlett Packard and served in several leadership roles with EDS, which was acquired by Hewlett Packard. Prior to HP/EDS, he was a partner with the HR consulting firm Towers Perrin. Mr. Paolucci is a graduate of Ohio State University.

 


Luke Faulstick

Mr. Faulstick joined the Board in September 2014. He has over 25 years of experience as a manufacturing executive and is a recognized expert on Lean Manufacturing and work culture. Mr. Faulstick is co-owner, President and Chief Executive Officer of Power Partners Inc. and formerly the Executive Vice President and Chief Operating Officer of DJO Global. He previously held senior operating management roles at Tyco Healthcare, Graphic Controls, Mitsubishi Consumer Electronics and Eastman Kodak. Under his leadership, DJO Global's operations teams and manufacturing plants won numerous awards including the Shingo Prize for Operational Excellence, Industry Week's Best Plants, and the Association of Manufacturing Excellence Operational Excellence Award. Mr. Faulstick received a Bachelor of Science Degree in Engineering from Michigan State University and a Master of Science Degree in Engineering from Rochester Institute of Technology. He previously served on the boards of Alphatec Spine and Microdental, as well as Chairman of the Board of the Association of Manufacturing Excellence. Currently he is a member of the Rady Children's Hospital Foundation Board of Trustees and a Certified Board of Director through the UCLA Anderson School of Business.


James Hinrichs

Mr. Hinrichs joined the Board in April 2014. Since April 2015, he has served as Executive Vice President and Chief Financial Officer of Alere Inc, a publicly traded diagnostic company. From December 2010 through March 2015, he served as Chief Financial Officer of CareFusion Corporation, a publicly traded medical technology company, prior to its sale to Becton Dickinson. Mr. Hinrichs previously served as CareFusion's Senior Vice President, Global Customer Support, and as its Senior Vice President, Controller. Prior to joining CareFusion when it was spun off from Cardinal Health, Inc., he worked for five years at Cardinal Health in various positions including Executive Vice President and Corporate Controller of Cardinal Health and as Executive Vice President and Chief Financial Officer of its Healthcare Supply Chain Services segment. He joined Cardinal Health following more than a decade of finance and marketing roles at Merck & Co. He holds undergraduate and graduate degrees in business from Carnegie Mellon University.


Guy Jordan PhD

Dr. Jordan became a non-executive Director of Orthofix International N.V. in December 2004. Most recently, Dr. Jordan served as a group president at CR Bard, Inc., a medical device company, where he had strategic and operating responsibilities for Bard's global oncology business and functional responsibility for all of Bard's research and development. Dr. Jordan earned a Ph.D. in organic chemistry from Georgetown University as well as an MBA from Fairleigh Dickinson University. He also currently serves on the boards of EndoGastric Solutions, Inc., Catheter Connections, Inc. and Tangent Medical, Inc.


Alexis Lukianov

Mr. Lukianov joined the Board in December 2016. With more than 30 years’ experience, and an extensive background in orthopedics, he has held senior executive positions with companies such as Medtronic SofamorDanek and Smith and Nephew Orthopaedics, where he was the director of a business unit that brought limb lengthening technology to the United States from Russia.  Mr. Lukianov was the founder of and served as the Chairman of the Board and CEO of BackCare Group, Inc., a spine physician practice management company, and from 1999-2015, he served as the Chairman and CEO at NuVasive, Inc. An entrepreneur, Mr. Lukianov has served on a variety of public, private and not-for-profit boards including the Volcano Corporation, the California Health Institute, BIOCOM, and the Medical Device Manufacturers Association (MDMA). 


Lilly Marks

Ms. Marks joined the Board in June 2015. She currently serves as the Vice President for Health Affairs for the University of Colorado and has led the University of Colorado Anschutz Medical Campus. Ms. Marks is also currently a member of the Board of Directors of the University of Colorado Health System, Children’s Hospital Colorado, Federal Reserve Bank of Kansas City, the Advisory Board for Clinical Research of the National Institutes of Health, the Fitzsimons Redevelopment Authority, the Association of Academic Health Centers (AAHC), the Global Down Syndrome Foundation and the Rose Community Foundation. Additionally, she is a member of the Association of American Medical Colleges (AAMC) Advisory Panel on Research and is a trustee of the University of Colorado Foundation. Ms. Marks is a graduate of the University of Colorado.


Anthony Martin PhD

Dr. Martin has more than 25 years of international experience in managing life science businesses in both executive and non-executive roles. He is currently the Non-Executive Chairman of Phico Therapeutics Ltd. and Peptinnovate Ltd.,  and a Non-Executive Director of Abcam plc. He gained a doctorate in Immunology from the University of Manchester Medical School and a first class honors degree in Applied Chemistry from Huddersfield University. Dr. Martin has previously served as chief executive officer at a number of international life sciences and diagnostic businesses including British Bio-Technology Products ltd, Celsis International plc, AZUR Environmental, the molecular biology division of Invitrogen Corporation, and Molecular Probes Inc. He has also previously served as the Chairman of NeuTec Pharma plc and Molecular Insight Pharmaceuticals Inc. and as a board member of Immunodiagnostics Systems Holdings plc, Prelude Trust plc, and Invitrogen Corporation. In addition, he previously served on the scientific advisory Board of Agilent Technologies.


Brad Mason

Mr. Mason became the President and Chief Executive Officer of Orthofix in 2013. He had previously served Orthofix from 2003 to 2010 in roles of increasing responsibility, including Group President of North America. Mr. Mason joined the Company upon the acquisition of Breg, Inc., which he founded in 1989 and built through rapid product innovation and by maximizing distribution capabilities. In addition, he was dj Orthopedics' (formally DonJoy, Inc.) first head of Manufacturing Operations and Product Design, where his efforts resulted in hundreds of new and innovative products during his tenure. Mr. Mason is also the named inventor on 38 issued patents in the orthopedic product arena.
 

Recent Stock Transactions by Brad Mason
Date Type Shares Traded Price Range
08/18/08 Buy 10,000 22.87
11/09/07 Sell 25,000 57.00 - 57.22
05/31/07 Sell 12,674 47.22
05/29/07 Sell 10,000 47.60
05/22/07 Sell 20,000 46.28 - 46.77
05/17/07 Sell 10,000 46.26 - 46.55
05/14/07 Sell 5,000 47.08 - 47.39
03/12/07 Sell 10,000 49.45

Maria Sainz

Ms. Sainz was reappointed to the Orthofix International Board of Directors in November 2012. She is currently serving as the President, Chief Executive Officer, and Director of CardioKinetix Inc. Prior to that, Ms. Sainz was the President and Chief Executive Officer of Concentric Medical, Inc. up to and during its acquisition by Stryker Corporation in October 2011. She had previously served as the President of the Cardiac Surgery division of Guidant Corporation/Boston Scientific. Ms. Sainz has also been serving on the Board of Directors of Halyard Health, Inc. since February 2015. She received an M.A. in Languages from the University Complutense in Madrid, Spain and a Masters in International Management from the American Graduate School of International Management.


Stock transaction information provided by EDGAR Online. Orthofix International N.V. makes no representation or warranty with respect to any of the information contained herein, takes no responsibility for supplementing, updating or correcting any such information and shall have no liability with respect to any such information. This listing does not include derivatives, such as stock option grants or shares purchased through an employee stock purchase plan. For recent transactions, including derivative transactions, see our Section 16 SEC filings page.

  Audit & Finance Nominating & Governance Compensation Compliance
Ronald Matricaria      
Mike Paolucci      
Luke Faulstick    

Luke Faulstick
Director

Mr. Faulstick joined the Board in September 2014. He has over 25 years of experience as a manufacturing executive and is a recognized expert on Lean Manufacturing and work culture. Mr. Faulstick is co-owner, President and Chief Executive Officer of Power Partners Inc. and formerly the Executive Vice President and Chief Operating Officer of DJO Global. He previously held senior operating management roles at Tyco Healthcare, Graphic Controls, Mitsubishi Consumer Electronics and Eastman Kodak. Under his leadership, DJO Global's operations teams and manufacturing plants won numerous awards including the Shingo Prize for Operational Excellence, Industry Week's Best Plants, and the Association of Manufacturing Excellence Operational Excellence Award. Mr. Faulstick received a Bachelor of Science Degree in Engineering from Michigan State University and a Master of Science Degree in Engineering from Rochester Institute of Technology. He previously served on the boards of Alphatec Spine and Microdental, as well as Chairman of the Board of the Association of Manufacturing Excellence. Currently he is a member of the Rady Children's Hospital Foundation Board of Trustees and a Certified Board of Director through the UCLA Anderson School of Business.

James Hinrichs    
Guy Jordan PhD    
Alexis Lukianov        
Lilly Marks      
Anthony Martin PhD    
Brad Mason        
Maria Sainz      
= Chair of the Board = Chair = Member = Independent Director


Stock transaction information provided by EDGAR Online. Orthofix International N.V. makes no representation or warranty with respect to any of the information contained herein, takes no responsibility for supplementing, updating or correcting any such information and shall have no liability with respect to any such information. This listing does not include derivatives, such as stock option grants or shares purchased through an employee stock purchase plan. For recent transactions, including derivative transactions, see our Section 16 SEC filings page.