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o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(1) | Title of each class of securities to which transaction applies: |
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(2) | Aggregate number of securities to which transaction applies: |
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4) | Proposed maximum aggregate value of transaction: |
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(5) | Total fee paid: |
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o | Fee paid previously with preliminary materials. |
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o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(1) | Amount Previously Paid: |
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(2) | Form, Schedule or Registration Statement No.: |
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5770 Armada Drive
Carlsbad, California 92008
NOTICE OF 20212022 ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of SeaSpine Holdings Corporation will be held at our principal executivethe offices of DLA Piper located at 5770 Armada Drive, Carlsbad, California 92008,100 King St W, Suite 6000, Toronto, Ontario M5X 1E2, Canada, on Wednesday, June 2, 20211, 2022 at 7: 7:00 a.m. local time,Eastern Time, for the following purposes:
1. To elect three Class I directors for a three-year term to expire at the 2025 annual meeting of stockholders.
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1. | To elect two Class III directors for a three-year term to expire at the 2024 annual meeting of stockholders. |
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2. | To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. |
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3. | To approve, on an advisory basis, the compensation of our named executive officers. |
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4. | To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of our named executive officers. |
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5. | To approve an amendment to our 2015 Employee Stock Purchase Plan. |
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6. | To approve an amendment to our amended and restated certificate of incorporation. |
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7. | 2. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the compensation of our named executive officers. 4. To approve an amendment to our amended and restated certificate of incorporation to increase the authorized number of shares of our common stock from 60 million to 120 million. 5. To transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof. |
Only stockholders of record at the close of business on April 5, 202111, 2022 will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, please vote online or by phone as described in the accompanying proxy materials or, if you requested that the proxy materials be mailed to you, please complete, sign and date the proxy card that is mailed to you and return it promptly. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the annual meeting.
| | | | | | | | |
| | By Order of the Board of Directors, | |
Carlsbad, California | | |
April [__], 20212022 | | |
| | Keith C. Valentine | |
Your vote is important. Please vote your shares whether or not you plan to attend the meeting. | | President, Chief Executive Officer and Director | |
| |
attend the meeting. | | |
IMPORTANT NOTICE — CONTINGENT VIRTUAL MEETING
The health and safety of our employees and our stockholders is of the highest priority to us. Although we currently intend to hold our annual meeting in person, we are sensitive to the public health impact of the COVID-19 pandemic and the protocols that federal, state, and local governments have imposed or may impose. In the event we determine that we need to conduct our annual meeting solely by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the annual meeting via press release and by filing additional solicitation materials with the Securities and Exchange Commission. Details on how to participate will also be available on the Investors section of our website at http://investor.seaspine.com. If you currently plan to attend the annual meeting in person, please check our website one week prior to the annual meeting.
TABLE OF CONTENTS
5770 Armada Drive
Carlsbad, California 92008
PROXY STATEMENT FOR THE 20212022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 2, 20211, 2022
The board of directors of SeaSpine Holdings Corporation is soliciting proxies for use at the annual meeting of stockholders to be held on Wednesday, June 2, 20211, 2022 at 7:00 a.m., local time,Eastern Time, at our principal executivethe offices of DLA Piper located at 5770 Armada Drive, Carlsbad, California 92008.100 King St W, Suite 6000, Toronto, Ontario M5X 1E2, Canada. If you need directions to the location of the annual meeting, please contact us at 866-942-8698. In this proxy statement, the terms "SeaSpine,"“SeaSpine,” the "Company," "we," "us"“Company,” “we,” “us” and "our"“our” refer to SeaSpine Holdings Corporation.
We use the internet as the primary means of furnishing proxy materials to our stockholders. We are sending a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) to our stockholders with instructions on how to access our other proxy materials online and how to request a printed copy of those materials if so desired. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials. The Notice of Internet Availability was first sent or made available on or about April [__], 20212022 to stockholders of record entitled to notice of, and to vote at, the annual meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 2, 2021: 1, 2022: This proxy statement and our annual report are available electronically at www.proxydocs.com/SPNE.
IMPORTANT NOTICE — CONTINGENT VIRTUAL MEETING
The health and safety of our employees and our stockholders is of the highest priority to us. Although we currently intend to hold our annual meeting in person, we are sensitive to the public health impact of the COVID-19 pandemic and the protocols that federal, state, and local governments have imposed or may impose. In the event we determine that we need to conduct our annual meeting solely by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the annual meeting via press release and by filing additional solicitation materials with the Securities and Exchange Commission. Details on how to participate will also be available on the Investors section of our website at http://investor.seaspine.com. If you currently plan to attend the annual meeting in person, please check our website one week prior to the annual meeting.
GENERAL INFORMATIONSeaSpine Holdings Corporation
What am I being asked to vote on?(Name of Registrant as Specified in Its Charter)
There are 6 proposals scheduled for a vote:(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
Proposal No.ý No fee required.
oFee previously paid with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
5770 Armada Drive
Carlsbad, California 92008
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of SeaSpine Holdings Corporation will be held at the offices of DLA Piper located at 100 King St W, Suite 6000, Toronto, Ontario M5X 1E2, Canada, on Wednesday, June 1,: The election of two 2022 at 7:00 a.m. Eastern Time, for the following purposes:
1. To elect three Class IIII directors for a three-year term to expire at the 20242025 annual meeting of stockholders:stockholders.
•Stuart M. Essig, Ph.D.; and
•Keith C. Valentine.
Proposal No. 2: Ratification of2. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2022.
Proposal No. 3: Approval,3. To approve, on an advisory basis, of the compensation of our named executive officers.
Proposal No. 4:4. To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of our named executive officers.
Proposal No. 5: Approval of an amendment to the 2015 Employee Stock Purchase Plan.
Proposal No. 6: Approval ofapprove an amendment to our amended and restated certificate of incorporation.incorporation to increase the authorized number of shares of our common stock from 60 million to 120 million.
Why did I receive a one-page5. To transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 11, 2022 will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, please vote online or by phone as described in the mail regarding the Internet availability ofaccompanying proxy materials insteador, if you requested that the proxy materials be mailed to you, please complete, sign and date the proxy card that is mailed to you and return it promptly. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the annual meeting.
| | | | | | | | |
| By Order of the Board of Directors, | |
Carlsbad, California | | |
April , 2022 | | |
| Keith C. Valentine | |
Your vote is important. Please vote your shares whether or not you plan to | President, Chief Executive Officer and Director | |
| |
attend the meeting. | | |
IMPORTANT NOTICE — CONTINGENT VIRTUAL MEETING
The health and safety of a full setour employees and our stockholders is of the highest priority to us. Although we currently intend to hold our annual meeting in person, we are sensitive to the public health impact of the COVID-19 pandemic and the protocols that federal, state, and local governments have imposed or may impose. In the event we determine that we need to conduct our annual meeting solely by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the annual meeting via press release and by filing additional solicitation materials with the Securities and Exchange Commission. Details on how to participate will also be available on the Investors section of our website at http://investor.seaspine.com. If you currently plan to attend the annual meeting in person, please check our website one week prior to the annual meeting.
TABLE OF CONTENTS
5770 Armada Drive
Carlsbad, California 92008
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2022
The board of directors of SeaSpine Holdings Corporation is soliciting proxies for use at the annual meeting of stockholders to be held on Wednesday, June 1, 2022 at 7:00 a.m., Eastern Time, at the offices of DLA Piper located at 100 King St W, Suite 6000, Toronto, Ontario M5X 1E2, Canada. If you need directions to the location of the annual meeting, please contact us at 866-942-8698. In this proxy materials?statement, the terms “SeaSpine,” the “Company,” “we,” “us” and “our” refer to SeaSpine Holdings Corporation.
We use the internet as the primary means of furnishing proxy materials to our stockholders. We are sending a Notice of Internet Availability of Proxy Materials (Notice(the Notice of Internet Availability) to our stockholders with instructions on how to access our other proxy materials online and how to request a printed copy of those materials if so desired. There is no charge for requesting a printed copy. Please make your request for a printed copy on or before May 21, 2021 to facilitate timely delivery.
Stockholders may follow the instructions in the NoticeThe electronic delivery of Internet Availability to elect to receive futureour proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings and towill significantly reduce our printing and mailing costs.
What iscosts and the record date forenvironmental impact of the annual meeting?
The record date is April 5, 2021.
How many votes do I have?
Each sharecirculation of our common stock has one voteproxy materials. The Notice of Internet Availability was first sent or made available on each matter submittedor about April , 2022 to our stockholders. Only stockholders of record at the closeentitled to notice of, business on the record date are entitledand to vote at, the annual meeting or any adjournment or postponement thereof.meeting.
What constitutes a quorum?Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 1, 2022: This proxy statement and our annual report are available electronically at www.proxydocs.com/SPNE.
IMPORTANT NOTICE — CONTINGENT VIRTUAL MEETING
The presence athealth and safety of our employees and our stockholders is of the highest priority to us. Although we currently intend to hold our annual meeting in person, or by proxy, of holders representing a majority of our outstanding common stock aswe are sensitive to the public health impact of the record date constitutes a quorum atCOVID-19 pandemic and the meeting, permitting usprotocols that federal, state, and local governments have imposed or may impose. In the event we determine that we need to conduct our business. Asannual meeting solely by means of remote communication, we will announce the record date, we had approximately 27,954,607 shares of common stock outstanding.
What are my voting choices?
With respect to the election of directors, you may either vote “For” the nominee or you may “Withhold” your vote for such nominee.
With respect to each of the other proposals to be votedchange and provide instructions on (other than Proposal No. 4), you may vote “For” or “Against” such proposal or abstain from voting on such proposal. With respect to Proposal No. 4, you may vote every year, every two years or every three years or abstain from voting on such proposal.
How do I vote?
Stockholders of Record: Shares Registeredhow stockholders can participate in Your Name
If your shares are registered directly in your name with our registrar and transfer agent, you are considered, with respect to those shares, the “stockholder of record” and you may vote those shares through any of the ways described below. Whether or not you plan to attend the annual meeting we urge you to votevia press release and by proxy to ensure that your vote is counted.
•Online. You may vote by proxy by visiting www.proxypush.com/SPNEfiling additional solicitation materials with the Securities and using your unique control number printed on your Notice of Internet Availability. Please note that to vote online you must do so by 5:00 p.m. Eastern Time on June 1, 2021.
•By Phone. If you received our proxy materials by mail, you may vote by proxy by calling the toll-free telephone number on the proxy card (866-249-5109) and following the recorded instructions. Please note that to vote by phone you must do so by 5:00 p.m. Eastern Time on June 1, 2021.
•By Mail. If you received our proxy materials by mail, you may vote by proxy by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. You should mail the proxy card in plenty of time to allow delivery prior to the meeting. Do not mail the proxy card if you are voting online or by telephone. If you properly complete your proxy card and send it in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you directed. If you sign the proxy card but do not specify how you want your shares to be voted, your shares will be, as permitted, voted as recommended by our board of directors. If any other matter is properly presented at the annual meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this proxy statement, we know of no matters to be acted on at the meeting, other than those discussed in this proxy statement.
•In Person at the Annual Meeting. Assuming the annual meeting is held in person as currently planned, you may attend the annual meeting and vote in person even if you have already voted by proxy. To vote in person, come to the annual meeting, and we will give you a ballot at the annual meeting.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If your shares are held in an account at a bank, broker, or other organization, you are the “beneficial owner” of those shares, those shares are considered to be held in “street name" and you should have received a voting instruction form from the organization that holds your shares rather than directly from us. The availability of online voting and voting by phone may depend on the voting procedures of the organization that holds your shares. Assuming the annual meeting is held in person as currently planned, if you wish to vote in person at the annual meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the annual meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the annual meeting. In order for your vote to be counted, you must deliver both the copy of the legal proxy and your completed ballot to the inspector of elections at the annual meeting.
May I revoke my proxy or change my vote?
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record, you may revoke your proxy and change your vote at any time before votes are cast in any one of the following ways:
•Online. You may change your vote using the online voting method described above, in which case only your latest proxy submitted online prior to 5:00 p.m. Eastern Time on June 1, 2021 will be counted.
•By Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to 5:00 p.m. Eastern Time on June 1, 2021 will be counted.
•By Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your proxy card bearing the latest date received prior to the annual meeting will be counted.
•In Person at the Annual Meeting. You may revoke your proxy and change your vote by attending the annual meeting and voting in person. However, your attendance at the annual meeting will not automatically revoke your proxy unless you properly vote at the annual meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the annual meeting to our corporate secretary.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If you are a beneficial owner, the organization that holds your shares (e.g. your broker or bank) can provide you with instructionsExchange Commission. Details on how to revoke or change your voting instructions.
What if I do not provide voting instructions for my shares?
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record and you:
•indicate when voting online or by phone that you wish to vote as recommended by our board of directors; or
•sign and return a proxy card without giving specific voting instructions;
then the persons named as proxy holdersparticipate will vote your shares in the manner recommended by our board of directorsalso be available on all proposals discussed in this proxy statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the annual meeting.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters.
The following proposal is considered a routine matter:
•Proposal No. 2: Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
All of the other proposals discussed in this proxy statement are considered non-routine matters. If the organization that holds your shares does not receive voting instructions from you on a non-routine matter, that organization will inform the inspector of elections that it does not have the authority to vote on that matter with respect to your shares. This is commonly referred to as a “broker non-vote.”
What vote is required to elect directors and to approve each proposal?
Assuming a quorum is present, with respect to the election of directors (Proposal No. 1), the two nominees who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected.
Assuming a quorum is present, with respect to Proposals No. 2, 3, and 5, in each case, the proposal will be approved if a majority of the voting power of the shares entitled to vote at the annual meeting on the subject matter in question represented in person or by proxy vote “FOR” the proposal.
Assuming a quorum is present, with respect to Proposal No. 4, the alternative (every year, every two years or every three years) that receives the greatest number of votes will be designated the stockholders’ preference as to frequency of future voting on the advisory vote on the compensation of our named executive officers.
Assuming a quorum is present, with respect to Proposal No. 6, the proposal will be approved if a majority of the outstanding stock entitled to vote thereon vote “FOR” the proposal and if the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the outstanding shares of our common stock vote “FOR” the proposal.
The inspector of elections will determine whether a quorum is present and will tabulate the votes cast.
What is the effect of abstentions and broker non-votes on quorum and on the proposals?
Quorum. Shares held by persons attending the annual meeting but not voting on one or more proposals, and shares represented by proxies that reflect a "broker non-vote" or that reflect abstentions as to one or more proposals, will be counted as present for purposes of determining the presence of a quorum.
Proposals. Abstentions are treated as shares present in person or by proxy and entitled to vote on the subject matter, so abstaining has the same effect as an "AGAINST" vote for purposes of determining whether our stockholders approved Proposals No. 2, 3, 5, and 6. However, because the election of directors (Proposal No. 1) is determined by a plurality of votes cast, abstentions will not be counted or have any effect on the outcome of that proposal. In addition, with respect to Proposal No. 4, because the alternative (every year, every two years or every three years) that receives the greatest number of votes will be designated the stockholders’ preference as to frequency of future voting on the advisory vote on the compensation of our named executive officers, abstentions will have no effect on the outcome of this proposal.
Broker non-votes, if any, will not be counted as votes cast with regard to the election of directors, and will have no effect on the outcome of that proposal. A broker or other nominee may generally vote in their discretion on routine matters and therefore no broker non-votes are expected on Proposal No. 2, a routine matter. With respect to Proposal Nos. 3, 4, and 5, each of which is a non-routine matter, broker non-votes are not entitled to vote on the subject matter and therefore will have no effect on the outcome of those proposals. With respect to Proposal No. 6, which is also a non-routine matter, broker non-votes will have the same effect as an "AGAINST" vote for purposes of determining whether a majority of the outstanding stock entitled to vote thereon voted “FOR” the proposal, however because broker non-votes are not entitled to vote on the subject matter of that proposal, broker non-votes will have no effect on the outcome of this proposal for purposes of determining whether the proposal received the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the outstanding shares of our common stock.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be published in our current report on Form 8-K to be filed with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within such four-business day period, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Who is paying the costs of soliciting these proxies?
We will pay all of the costs of soliciting these proxies. Our directors, officers and other employees may, without additional compensation, solicit proxies on our behalf in person, by telephone, or by other electronic communication. We will ask banks, brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners to forward the Notice of Internet Availability to beneficial owners, to forward printed proxy materials by mail to beneficial owners who specifically request them, and to obtain beneficial owners’ voting instructions. We will reimburse such organizations for their expenses.
How do I obtain an Annual Report on Form 10-K?
We make available free of charge all of our filings that are made electronically with the SEC, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These filings can be found under the Investors section of our website at www.seaspine.com.
In addition, a copy ofhttp://investor.seaspine.com. If you currently plan to attend the annual meeting in person, please check our Annual Report on Form 10-K forwebsite one week prior to the fiscal year ended December 31, 2020 as filed with the SEC without exhibits, will be furnished without charge to any of our stockholders upon written request to us at the address below:annual meeting.
SeaSpine Holdings Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý No fee required.
oFee previously paid with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
5770 Armada Drive
Carlsbad, California 92008
Attn: Corporate SecretaryNOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of SeaSpine Holdings Corporation will be held at the offices of DLA Piper located at 100 King St W, Suite 6000, Toronto, Ontario M5X 1E2, Canada, on Wednesday, June 1, 2022 at 7:00 a.m. Eastern Time, for the following purposes:
1. To elect three Class I directors for a three-year term to expire at the 2025 annual meeting of stockholders.
2. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
3. To approve, on an advisory basis, the compensation of our named executive officers.
4. To approve an amendment to our amended and restated certificate of incorporation to increase the authorized number of shares of our common stock from 60 million to 120 million.
5. To transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 11, 2022 will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, please vote online or by phone as described in the accompanying proxy materials or, if you requested that the proxy materials be mailed to you, please complete, sign and date the proxy card that is mailed to you and return it promptly. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the annual meeting.
| | | | | | | | |
| By Order of the Board of Directors, | |
Carlsbad, California | | |
April , 2022 | | |
| Keith C. Valentine | |
Your vote is important. Please vote your shares whether or not you plan to | President, Chief Executive Officer and Director | |
| |
attend the meeting. | | |
IMPORTANT NOTICE — CONTINGENT VIRTUAL MEETING
The health and safety of our employees and our stockholders is of the highest priority to us. Although we currently intend to hold our annual meeting in person, we are sensitive to the public health impact of the COVID-19 pandemic and the protocols that federal, state, and local governments have imposed or may impose. In the event we determine that we need to conduct our annual meeting solely by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the annual meeting via press release and by filing additional solicitation materials with the Securities and Exchange Commission. Details on how to participate will also be available on the Investors section of our website at http://investor.seaspine.com. If you currently plan to attend the annual meeting in person, please check our website one week prior to the annual meeting.
TABLE OF CONTENTS
5770 Armada Drive
Carlsbad, California 92008
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2022
The board of directors of SeaSpine Holdings Corporation is soliciting proxies for use at the annual meeting of stockholders to be held on Wednesday, June 1, 2022 at 7:00 a.m., Eastern Time, at the offices of DLA Piper located at 100 King St W, Suite 6000, Toronto, Ontario M5X 1E2, Canada. If you need directions to the location of the annual meeting, please contact us at 866-942-8698. In this proxy statement, the terms “SeaSpine,” the “Company,” “we,” “us” and “our” refer to SeaSpine Holdings Corporation.
We use the internet as the primary means of furnishing proxy materials to our stockholders. We are sending a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) to our stockholders with instructions on how to access our other proxy materials online and how to request a printed copy of those materials if so desired. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials. The Notice of Internet Availability was first sent or made available on or about April , 2022 to stockholders of record entitled to notice of, and to vote at, the annual meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 1, 2022: This proxy statement and our annual report are available electronically at www.proxydocs.com/SPNE.
IMPORTANT NOTICE — CONTINGENT VIRTUAL MEETING
The health and safety of our employees and our stockholders is of the highest priority to us. Although we currently intend to hold our annual meeting in person, we are sensitive to the public health impact of the COVID-19 pandemic and the protocols that federal, state, and local governments have imposed or may impose. In the event we determine that we need to conduct our annual meeting solely by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the annual meeting via press release and by filing additional solicitation materials with the Securities and Exchange Commission. Details on how to participate will also be available on the Investors section of our website at http://investor.seaspine.com. If you currently plan to attend the annual meeting in person, please check our website one week prior to the annual meeting.
GENERAL INFORMATION
What am I being asked to vote on?
There are 4 proposals scheduled for a vote:
Proposal No. 1: The election of three Class I directors for a three-year term to expire at the 2025 annual meeting of stockholders:
•Keith Bradley;
•Michael Fekete; and
•John B. Henneman, III
Proposal No. 2: Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year endingDecember 31, 2022.
Proposal No. 3: Approval, on an advisory basis, of the compensation of our named executive officers.
Proposal No. 4: Approval of an amendment to our amended and restated certificate of incorporation to increase the authorized number of shares of our common stock from 60 million to 120 million.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
We use the internet as the primary means of furnishing proxy materials to our stockholders. We are sending a Notice of Internet Availability of Proxy Materials (Notice of Internet Availability) to our stockholders with instructions on how to access our other proxy materials online and how to request a printed copy of those materials if so desired. There is no charge for requesting a printed copy. Please make your request for a printed copy on or before May 20, 2022 to facilitate timely delivery.
Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings and to reduce our printing and mailing costs.
What is the record date for the annual meeting?
The record date is April 11, 2022.
How many votes do I have?
Each share of our common stock has one vote on each matter submitted to our stockholders. Only stockholders of record at the close of business on the record date are entitled to vote at the annual meeting or any adjournment or postponement thereof.
What constitutes a quorum?
The presence at the annual meeting, in person or by proxy, of holders representing a majority of our outstanding common stock as of the record date constitutes a quorum at the meeting, permitting us to conduct our business. As of the record date, we had approximately [________] shares of common stock outstanding.
What are my voting choices?
With respect to the election of directors, you may either vote “For” the nominee or you may “Withhold” your vote for such nominee.
With respect to each of the other proposals to be voted on, you may vote “For” or “Against” such proposal or abstain from voting on such proposal.
How do I vote?
Stockholders of Record: Shares Registered in Your Name
If your shares are registered directly in your name with our registrar and transfer agent, you are considered, with respect to those shares, the “stockholder of record” and you may vote those shares through any of the ways described below. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure that your vote is counted.
•Online. You may vote by proxy by visiting www.proxypush.com/SPNE and using your unique control number printed on your Notice of Internet Availability. Please note that to vote online you must do so by 5:00 p.m. Eastern Time on May 31, 2022.
•By Phone. If you received our proxy materials by mail, you may vote by proxy by calling the toll-free telephone number on the proxy card (866-249-5109) and following the recorded instructions. Please note that to vote by phone you must do so by 5:00 p.m. Eastern Time on May 31, 2022.
•By Mail. If you received our proxy materials by mail, you may vote by proxy by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. You should mail the proxy card in plenty of time to allow delivery prior to the meeting. Do not mail the proxy card if you are voting online or by telephone. If you properly complete your proxy card and send it in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you directed. If you sign the proxy card but do not specify how you want your shares to be voted, your shares will be, as permitted, voted as recommended by our board of directors. If any other matter is properly presented at the annual meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this proxy statement, we know of no matters to be acted on at the meeting, other than those discussed in this proxy statement.
•In Person at the Annual Meeting. Assuming the annual meeting is held in person as currently planned, you may attend the annual meeting and vote in person even if you already voted by proxy. To vote in person, come to the annual meeting, and we will give you a ballot at the annual meeting.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If your shares are held in an account at a bank, broker, or other organization, you are the “beneficial owner” of those shares, those shares are considered to be held in “street name” and you should have received a voting instruction form from the organization that holds your shares rather than directly from us. The availability of online voting and voting by phone may depend on the voting procedures of the organization that holds your shares. Assuming the annual meeting is held in person as currently planned, if you wish to vote in person at the annual meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the annual meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the annual meeting. In order for your vote to be counted, you must deliver both the copy of the legal proxy and your completed ballot to the inspector of elections at the annual meeting.
May I revoke my proxy or change my vote?
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record, you may revoke your proxy and change your vote at any time before votes are cast in any one of the following ways:
•Online. You may change your vote using the online voting method described above, in which case only your latest proxy submitted online prior to 5:00 p.m. Eastern Time on May 31, 2022 will be counted.
•By Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to 5:00 p.m. Eastern Time on May 31, 2022 will be counted.
•By Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your proxy card bearing the latest date received prior to the annual meeting will be counted.
•In Person at the Annual Meeting. You may revoke your proxy and change your vote by attending the annual meeting and voting in person. However, your attendance at the annual meeting will not automatically revoke your proxy unless you properly vote at the annual meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the annual meeting to our corporate secretary.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If you are a beneficial owner, the organization that holds your shares (e.g. your broker or bank) can provide you with instructions on how to revoke or change your voting instructions.
What if I do not provide voting instructions for my shares?
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record and you:
•indicate when voting online or by phone that you wish to vote as recommended by our board of directors; or
•sign and return a proxy card without giving specific voting instructions;
then the persons named as proxy holders will vote your shares in the manner recommended by our board of directors on all proposals discussed in this proxy statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the annual meeting.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters.
Proposal No. 2 is considered a routine matter.
All of the other proposals discussed in this proxy statement are considered non-routine matters. If the organization that holds your shares does not receive voting instructions from you on a non-routine matter, that organization will inform the inspector of elections that it does not have the authority to vote on that matter with respect to your shares. This is commonly referred to as a “broker non-vote.”
What vote is required to elect directors and to approve each proposal?
Assuming a quorum is present, with respect to the election of directors (Proposal No. 1), the three nominees who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected.
Assuming a quorum is present, with respect to Proposals No. 2 and 3, in each case, the proposal will be approved if a majority of the voting power of the shares entitled to vote at the annual meeting on the subject matter in question represented in person or by proxy vote “FOR” the proposal.
Assuming a quorum is present, with respect to Proposal No. 4, the proposal will be approved if a majority of the outstanding shares of our common stock vote “FOR” the proposal.
The inspector of elections will determine whether a quorum is present and will tabulate the votes cast.
What is the effect of abstentions and broker non-votes on quorum and on the proposals?
Quorum. Shares held by persons attending the annual meeting but not voting on one or more proposals, and shares represented by proxies that reflect a “broker non-vote” or that reflect abstentions as to one or more proposals, will be counted as present for purposes of determining the presence of a quorum.
Proposals. Abstentions are treated as shares present in person or by proxy and entitled to vote on the subject matter, so abstaining has the same effect as an “AGAINST” vote for purposes of determining whether our stockholders approved Proposals No. 2, 3, and 4. However, because the election of directors (Proposal No. 1) is determined by a plurality of votes cast, abstentions will not be counted or have any effect on the outcome of that proposal.
Broker non-votes, if any, will not be counted as votes cast with regard to the election of directors, and will have no effect on the outcome of that proposal. A broker or other nominee may generally vote in their discretion on routine matters and therefore no broker non-votes are expected on Proposal No. 2, a routine matter. With respect to Proposal No. 3, which is a non-routine matter, broker non-votes are not entitled to vote on the subject matter and therefore will have no effect on the outcome of those proposals. With respect to Proposal No. 4, which is also a non-routine matter, broker non-votes will have the same effect as an “AGAINST” vote for the proposal.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be published in our current report on Form 8-K to be filed with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within such four-business day period, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Who is paying the costs of soliciting these proxies?
We will pay all of the costs of soliciting these proxies. Our directors, officers and other employees may, without additional compensation, solicit proxies on our behalf in person, by telephone, or by other electronic communication. We will ask banks, brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners to forward the Notice of Internet Availability to beneficial owners, to forward printed proxy materials by mail to beneficial owners who specifically request them, and to obtain beneficial owners’ voting instructions. We will reimburse such organizations for their expenses.
How do I obtain an Annual Report on Form 10-K?
We make available free of charge all of our filings that are made electronically with the SEC, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These filings can be found under the Investors section of our website at www.seaspine.com.
In addition, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC without exhibits, will be furnished without charge to any of our stockholders upon written request to us at the address below:
SeaSpine Holdings Corporation
5770 Armada Drive
Carlsbad, California 92008
Attn: Corporate Secretary
OUR DIRECTORS AND EXECUTIVE OFFICERS
Directors
Our amended and restated certificate of incorporation and our amended and restated bylaws provide for the classification of our board of directors into three classes, as nearly equal in number as possible and with staggered terms of office, and provide that upon the expiration of the term of office for a class of directors, nominees for such class shall be elected for a term of three years or until their successors are duly elected and qualified, provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal.
Set forth below are the names, ages, class, and certain biographical information of each of the members of our board of directors as of March 31, 2021.2022.
| | | | | | | | | | | | | | | | | | | | |
Name | | Age | | Present Position | | Annual Meeting at which Current Term Expires |
Keith Bradley, Ph.D. | | 76 | | Director | | 2022 (Class I) |
Stuart M. Essig, Ph.D. | | 58 | | Lead Independent Director | | 2021 (Class III)* |
Michael Fekete | | 56 | | Director | | 2022 (Class I) |
John B. Henneman, III | | 58 | | Director | | 2022 (Class I) |
Renee Gaeta | | 40 | | Director | | 2023 (Class II) |
Shweta Singh Maniar | | 37 | | Director | | 2023 (Class II) |
| | | | | | |
Kirtley (Kirt) C. Stephenson | | 62 | | Non-Executive Chair of the Board | | 2023 (Class II) |
Keith C. Valentine | | 53 | | President, Chief Executive Officer and Director | | 2021 (Class III)* |
* Each of our Class III directors is nominated for re-election at the annual meeting for a three-year term expiring at our 2024 annual meeting of stockholders. See “Proposal No. 1 Election of Directors,” below. |
| | | | | | | | | | | | | | | | | |
Name | Age | Present Position | Annual Meeting at which Current | |
Term Expires | |
| | | |
Keith Bradley, Ph.D. | 77 | Director | 2022 | (Class I)* | |
Stuart M. Essig, Ph.D. | 59 | Lead Independent Director | 2024 | (Class III) | |
Michael Fekete | 57 | Director | 2022 | (Class I)* | |
John B. Henneman, III | 59 | Director | 2022 | (Class I)* | |
Renee Gaeta | 41 | Director | 2023 | (Class II) | |
Shweta Singh Maniar | 38 | Director | 2023 | (Class II) | |
Angela Steinway | 36 | Director | 2024 | (Class III) | |
Kirtley (Kirt) C. Stephenson | 63 | Non-Executive Chair of the Board | 2023 | (Class II) | |
Keith C. Valentine | 54 | President, Chief Executive Officer and Director | 2024 | (Class III) | |
*Each of our Class I directors is nominated for re-election at the annual meeting for a three-year term expiring at our 2025 annual meeting of stockholders. See “Proposal No. 1 Election of Directors,” below.
Keith Bradley, Ph.D.joined our board of directors in July 2015. Since 1992, Dr. Bradley has been a director of Integra LifeSciences HoldingsCorporation. In addition, Dr. Bradley currently serves as member of the audit and finance and the nominating and corporate governance committees of Integra’s board of directors. Dr. Bradley was a member of the board of directors of Sensor Kinesis between 2015 and 2017. Between1996 and 2003, he was a director of Highway Insurance plc, an insurance company listed on the London Stock Exchange, and has been a consultant to a number of business, government and international organizations. Dr. Bradley was formerly a visiting professor at the Harvard Business School, Wharton and UCLA, a visiting fellow at Harvard’s Center for Business and Government and a professor of international management and management strategy at the Open University and Cass Business School, U.K. Dr. Bradley has taught at the London School of Economics and was the director of the School’s Business Performance Group for more than six years. He received B.A. (Hons) degree from Middlesex University, and M.A. and Ph.D. degrees from the British University of Essex. Dr. Bradley previously served as an adviser to RPH Capital, Canada and as a director and chair of North Star Capital Management Limited and GRS Financial Solutions Limited. We believe Dr. Bradley adds value to our board of directors based on his extensive business experience, his academic background and his experience serving as a member of the board of directors of Integra, our former parent company.
Stuart M. Essig, Ph.D. joined our board of directors in June 2015 and has served as our Lead Independent Director since July 2015. Dr. Essig currentlyserves as Managing Director of Prettybrook Partners LLC, which he cofounded in 2012. He is also currently Chair of the Board of Directors of Integra LifeSciences Holdings Corporation, where he has served as Chair since January 2012 and as a director since he joined Integra in December 1997. He was Integra’s Chief Executive Officer from December 1997 until January 2012. Before joining Integra, Dr. Essig was Managing Director of the medical technology practice at Goldman, Sachs & Co. Dr. Essig had broad health care experience at Goldman Sachs serving as a senior merger and acquisitions advisor to a broad range of domestic and international medical technology, pharmaceutical and biotechnology clients. Dr. Essig has chaired audit, compensation and nominating and governance committees, served as lead director, and participated in CEO succession processes on the boards of numerous public companies, ranging in size from several hundred million dollars to over $25 billion in levered market capitalization. Dr. Essig currently serves on the Board of Directors of Idexx Laboratories, Availity, and Breg, Inc. He is a Venture Partner at Wellington Partners Advisory AG, a venture capital firm. He also serves as a Senior Advisor to TowerBrook Capital Partners and Water Street Healthcare Partners. He serves on the Leadership Counsel of the Princeton University School of Engineering and Applied Sciences, and the NACD Compensation Committee Chair Advisory Counsel. Dr. Essig previously served on the Board of St. Jude Medical Corporation from 1999 to 2017, prior to its sale to Abbott Corporation. From 2013 until August 2019, he served on the Board of Directors of Owens and Minor, Inc.; from March 2005 until August 2008, he served on the Board of Directors of Zimmer Holdings, Inc.; and from 1998 to 2002, he served on the Board of Directors of Vital Signs, Inc. Dr. Essig has also served on the executive committee, nominating and governance committee and as treasurer of ADVAMED, the Advanced Medical Technology Association. Dr. Essig is also involved in several nonprofit charitable organizations, including from time to time serving on their boards. Dr. Essig received an A.B. degree and graduated with magna cum laude and Phi Beta Kappa honors from the Woodrow Wilson School of Public and International Affairs at Princeton University. Dr. Essig completed his M.B.A. and Ph.D. degrees in Financial Economics from the University of Chicago, Graduate School of Business. We believe that Dr. Essig adds value to our board of directors based on his extensive experience as a member of boards of directors of several private and public companies and his expertise in company-building in our industry.
Michael Feketejoined our board of directors in July 2015. From 2005 to 2009, Mr. Fekete was a Managing Director and Head of West Coast HealthcareInvestment Banking for Wells Fargo / Wachovia Securities (acquired by Wells Fargo in December 2008). From 1986 to 2005, Mr. Fekete worked as an investment banker at CIBC World Markets, Oppenheimer & Co., Inc., and L.F. Rothschild & Co., Inc., where he focused on clients in the medical device, pharmaceutical and biotechnology sectors. Mr. Fekete is a director of DFB Pharmaceuticals, LLC, a privately held company with operating and investing activities in the pharmaceutical sector. Mr. Fekete was a director of Sagent Pharmaceuticals, Inc. from July 2013 until it was acquired in August 2016 and Symetis SA from April 2011 until June 2016. Mr. Fekete earned his B.S. in business administration from The Pennsylvania State University. We believe Mr. Fekete adds value to our board of directors based on his experience with advising in capital markets and corporate strategy, his experience in the medical device, pharmaceutical and biotechnology industry and his experience serving as a member of boards of directors of numerous other companies, and in particular, those in the life sciences industry.
John B. Henneman, III joined our board of directors in July 2015. Mr. Henneman has more than 25 years of combined financial and operationalmanagement experience in the life sciences industry. Mr. Henneman served as Executive Vice President and Chief Financial Officer of NewLink Genetics Corporation from October 2014 to July 2018, and as its Chief Administrative Officer from July 2018 to November 2018. Prior to joining NewLink Genetics, Mr. Henneman served Integra LifeSciences in various capacities between 1998 and 2014. Before becoming Integra'sIntegra’s Chief Financial Officer in 2007, Mr. Henneman served Integra as General Counsel and Chief Administrative Officer, responsible at various times for Integra'sIntegra’s business development, regulatory affairs, quality systems, clinical affairs, human resources, information systems and legal affairs functions and the management of Integra'sIntegra’s surgical instruments business. Mr. Henneman also serves on the board of directors of R1 RCM, Inc., a public company based in Chicago providing revenue cycle management services to hospitals, Aprea Therapeutics, Inc., a public biotechnology company based in Boston and Stockholm, Anika Therapeutics, Inc., a public medical device company based in Boston focused on joint preservation and health, and Alafair Biosciences, Inc., a privately-held medical device company based in Austin, Texas. Mr. Henneman received an A.B. in politics from Princeton University and a J.D. from the University of Michigan Law School. We believe Mr. Henneman adds value to our board of directors based on his senior management experience, his service on other boards of directors, and his extensive experience in the areas of finance, financial accounting, legal affairs, business transactions, and mergers and acquisitions.
Shweta Singh Maniar joined our board of directors in April 2021. Since July 2018, Ms. Maniar has served as Global Leader, Healthcare & Life SciencesSolutions & Strategy, Google Cloud focused in BioPharma at Google, a multinational technology company that specializes in Internet-related services and products, where she leads vision, strategy, and execution of Google Cloud'sCloud’s industry product strategy and go-to-market model. Prior to joining Google, from November 2013 to June 2018, Ms. Maniar worked in various capacities at Genentech, where she led market growth strategies relevant to technology accelerators for therapies and diagnostics. Before Genentech, from February 2012 to July 2013, Ms. Maniar served as Director for the Center of Minimally Invasive Therapeutics at Summa Health. Earlier in her career, Ms. Maniar spent several years working in a research capacity at the Cleveland Clinic and the Austen BioInnovation Institute in Akron where she was primarily focused on medical devices and minimally invasive therapeutics. Ms. Maniar received a B.A. in Economics from the University of California, San Diego. We believe Ms. Maniar adds value to our board of directors based on her thought leadership in areas of strategic focus for our company, such as enabling technologies and data analytics.
Renee Gaeta joined our board of directors in February 2019. Ms. Gaeta currently is Chief Financial Officer of Establishment Labs Holdings, Inc., apublicly traded global medical device company focused on aesthetic technologies. Prior to that, from August 2014 to June 2017, Ms. Gaeta was Vice President and Corporate Controller at Sientra, Inc., a publicly traded global medical aesthetics company, where she was a member of the executive team and headed the finance department. From 2004 to 2014, Ms. Gaeta worked at KPMG, LLP. Ms. Gaeta held various positions at KPMG, most recently as an Advisory Director in the Transactions and Restructuring Group. Ms. Gaeta received her B.S., cum laude, in Accounting from Loyola Marymount University and is a Certified Public Accountant in the State of California. We believe that Ms. Gaeta adds value to our board of directors based on her extensive experience as an executive officer and her expertise in finance.
Kirtley (Kirt) C. Stephenson joined our board of directors in July 2015 and has served as nonexecutive chair since then. Between May 2011 andDecember 2013, Mr. Stephenson was President of the U.S. Spine business of Integra LifeSciences Holdings Corporation, where he was responsible for sales, marketing, research and development and other related functions. Mr. Stephenson served as President and CEO of SeaSpine, Inc. from 2002 until it was sold to Integra in May 2011. Mr. Stephenson has over 28 years of experience in the medical device industry with 17 years of experience in the spine market. Prior to cofounding SeaSpine, Inc. in 2002, Mr. Stephenson was Vice President of Sales & Marketing at Alphatec, Inc. Mr. Stephenson received a B.A. in Business Administration from the University of Cincinnati and an M.B.A. degree from Xavier University. We believe that Mr. Stephenson adds value to our board of directors based on his extensive experience in the medical device industry and spine business, including as chief executive officer of SeaSpine, Inc. and president of Integra’s U.S. spine business.
Angela Steinway joined our board of directors in December 2021. Ms. Steinway currently is Vice President, Strategy, Business Development and Private Label at Integra LifeSciences Holdings Corporation, a publicly-traded, multinational medical technology company. Prior to her current role, to which she was appointed in December 2020, Ms. Steinway held roles of increasing responsibility at Integra since joining the company in 2009, including West Area Sales Director – Wound Reconstruction, Executive Director – Enterprise Sales, Global Head of Strategic Initiatives & Investor Relations and Head of Investor Relations & Financial Strategy. Prior to Integra, Ms. Steinway held the role of Securities Analyst, Medical Devices & Diagnostics Equity Research at Oppenheimer & Co (formerly CIBC World Markets) with a focus on the medical technology industry. Ms. Steinway received a B.A. in Economics from the University of Pennsylvania, magma cum laude, and obtained an Executive Education Certificate from The Wharton School of the University of Pennsylvania. She serves as the Treasurer for ProduceGood, a non-profit organization dedicated to redirecting food waste to address hunger in San Diego County. We believe that Ms. Steinway adds value to our board of directors based on her extensive experience as an executive officer in the medical device industry.
Keith C. Valentine has served as our Chief Executive Officer since May 2015, our President since July 2015 and joined our Board of Directors in July2015. Prior to joining SeaSpine, Mr. Valentine served as President and Chief Operating Officer of NuVasive, Inc. from January 2007 to January 2015 and as President from December 2004 to January 2007, prior to which he served in various senior executive roles in marketing, development and operations since joining NuVasive in 2001. Previously, Mr. Valentine served as Vice President of Marketing at ORATEC Interventions, Inc., a medical device company acquired by Smith & Nephew PLC, and spent
eight years in various roles with Medtronic Sofamor Danek including, Vice President of Marketing for the Rods Division and Group Director for the BMP Biologics program, the Interbody Sales Development Effort, and International Sales and Marketing. Mr. Valentine currently serves on the Board of Directors of SI-BONE, Inc., a publicly traded medical device company focused on the treatment of musculoskeletal disorders of the sacro-pelvic anatomy, and serves as chair of its nominating and governance committee. Mr. Valentine received a B.B.A. in Management and Biomedical Sciences from Western Michigan University. We believe that Mr. Valentine adds value to our board of directors based on his extensive experience as an executive officer and director of multiple public and private companies in our industry.
Executive Officers
Set forth below are the names, ages, position, and certain biographical information of each of our executive officers as of March 31, 2021. 2022.
| | | | | | | | | | | | | | |
Name | | Age | | Position |
Keith C. Valentine | | 5354 | | President, Chief Executive Officer and Director |
John J. Bostjancic | | 5051 | | Senior Vice President, Chief Financial Officer and Treasurer |
Dennis Cirino | | 5152 | | Senior Vice President, Global Spinal Systems |
Tyler Lipschultz | | 5455 | | Senior Vice President, Orthobiologics and Business Development |
Patrick L. Keran | | 4950 | | Senior Vice President, General Counsel and Secretary |
Beau Standish, PhD, P.Eng. | 42 | | President, Enabling Technologies |
John J. Winge | | 5253 | | Vice President, Sales |
Biographical information for Mr. Valentine can be found under “—Directors,” above.
John J. Bostjancic has served as our chief financial officer since March 2015 and our treasurer since July 2015 and, in February 2018, was designated asenior vice president. Prior to this, Mr. Bostjancic served as acting chief financial officer of the SeaSpine business within Integra LifeSciences Holdings Corporation since December 2014. Prior to that, he was Integra’s senior vice president of global supply chain from February 2012 through November 2014, where he was responsible for global planning, kitting, distribution, logistics and customer service functions and led the project team implementing the U.S. Food and Drug Administration’s “unique device identifier” rule in 2014. From 2008 until January 2012, Mr. Bostjancic was senior vice president of financial planning & analysis at Integra. Since Mr. Bostjancic joined Integra in 1999, he held roles of increasing responsibility in the finance organization, including corporate controller from 2003 through 2006. Before joining Integra, Mr. Bostjancic was a manager in the accounting standards team at Merck & Co., Inc., a publicly traded global health care company, from 1998 through 1999 and worked in the business assurance organization at PricewaterhouseCoopers from 1993 through 1998. He received his B.S. in accounting from the College of New Jersey.
Dennis Cirino has served as our senior vice president, global spinal systems since July 2018. Mr. Cirino brings over 25 years of spine industry experiencewith numerous leadership roles in sales and marketing. Prior to joining SeaSpine, he was with NuVasive, Inc., a publicly traded medical device company, where he served in roles of increasing seniority, most recently serving as vice president of market development for computer-assisted surgery. Prior to NuVasive, Mr. Cirino spent ten years at Medtronic, four of which were in Switzerland, where he held senior marketing, development and marketing services positions focused on spinal systems, biologics, and pain stimulation. Mr. Cirino received a B.S./B.A. in Management Information Systems from Duquesne University and an M.B.A. from the University of Notre Dame.
Tyler Lipschultzhas served as our senior vice president, orthobiologics and business development since February 2018 and, from July 2015 to February2018, served as our vice president, orthobiologics and business development. Before joining us, from June 2008 to March 2015, Mr. Lipschultz held positions of increasing responsibility at NuVasive, Inc., a publicly traded medical device company, most recently serving as its executive vice president, global operations and, prior to that, executive vice president, biologics. Prior to joining NuVasive, Mr. Lipschultz was a director at ProtoStar, a medical device incubator that formed Annulex, CVRx, and VERTx, which he co-founded. In 2002, VERTx merged with Spine Wave, where Mr. Lipschultz subsequently served in a variety of roles, including executive vice president and general manager of the mechanical business. Prior to ProtoStar, Mr. Lipschultz held the position of Equity Research Analyst at Piper Jaffray and served in various marketing/product management roles at Stryker, Smith & Nephew, and DePuy. Mr. Lipschultz received a B.A. in economics and business administration from Kalamazoo College and an M.B.A. from the executive program at Krannert School of Management at Purdue University.
Patrick L. Keran has served as our general counsel since October 2015, secretary since June 2016 and, in June 2020, was designated a senior vicepresident. Prior to joining SeaSpine, Mr. Keran provided strategic and business advisory services to a variety of life sciences companies, including acting as Chief Legal Officer to NAIA Pharmaceuticals, Inc., a privately held international drug development company. From February 2010 to February 2015, Mr. Keran served as president and chief operating officer of Mast Therapeutics, Inc., a publicly held clinical stage biopharmaceutical company, and from August 2006 to February 2010, he served as its general counsel. He also served as Mast’s secretary from September 2006 to February 2015 and served as its principal financial officer from July 2009 to January 2013. Previously, from 2004 to 2006, Mr. Keran was associate general counsel at Ionis Pharmaceuticals, Inc. (formerly known as Isis Pharmaceuticals, Inc.), a publicly held drug discovery and development company. From 1999 to 2004, Mr. Keran practiced corporate law at the law firms of Heller Ehrman
LLP and Brobeck Phleger & Harrison LLP, specializing in public and private financings, licensing arrangements, mergers and acquisitions and corporate governance matters. Mr. Keran is licensed to practice law in the State of California. Mr. Keran received a B.A. from the University of California at San Diego and a J.D. from the University of California at Berkeley, Boalt Hall School of Law.
Beau Standish, Ph.D., P.Eng. joined us in May 2021 as President of Enabling Technologies. Dr. Standish served as a co-founder and Chief Executive Officer of 7D Surgical from June 2014 to May 2021, prior to which Dr. Standish was an assistant professor
in the Department of Electrical and Computer Engineering at Ryerson University in Toronto Canada. Dr. Standish is an author on more than 50 patents and leads the research, development and commercialization of our machine vision image guidance suite of products. Dr. Standish leverages over 16 years of experience in the medical imaging space to bring products from the idea phase to full commercialization. Dr. Standish received a Bachelors of Engineering from McMaster University in Hamilton, Canada, and a Ph.D. in Medical Biophysics from the University of Toronto, where he was a Terry Fox Scholar of the National Cancer Institute of Canada.
John J. Winge has served as ourvicepresident, sales sinceJune2015. From August 2008 to June2015 he served asvicepresident,sales of the U.S.spine division of Integra LifeSciences Holdings Corporation. He was alsovicepresident,marketing for Integra’s U.S.spine division from June 2011 to September 2013. Mr. Winge joined Integra in August 2008 when Integra acquired ThekenSpine, LLC, aprivatelyheldmedical device company focused on spine,where Mr. Winge served asexecutivevice president,sales and played an integral role in building Theken Spine from approximately $6 million to roughly $50 million in annual revenue. Prior to joining ThekenSpinein2004, Mr. Winge led the distribution business for REO Spine as the U.S.distributorforEurosurgical Ltd., a distributor of surgical instrumentation and medical equipmentproducts,from 1999 to 2004. Mr. Winge worked with various independent distributors from 1992 to 1998 as a spine hardware sales representative and manager. Mr. Winge began his medical device career as a sales representative for Sofamor Danek. Mr. Winge received a B.A. ineconomics from the University of Pittsburgh.
CORPORATE GOVERNANCE MATTERS
Role of the Board of Directors
Our board of directors oversees and provides guidance for our business and affairs. Our board of directors oversees our strategy and business and management’s implementation of them and oversees management.
Board Diversity
Our board of directors is committed to fostering a diversity of backgrounds and perspectives so that our board of directors positions our company for the future. The members of our board of directors represent a mix of ages, genders, races, ethnicities, geographies, cultures, and other perspectives that we believe expand our board’s understanding of the needs and viewpoints of our customers, partners, employees, stockholders, and other stakeholders. Since the February 2019, we have welcomed threefour new independent directors to our board of directors, all of whom were women and onetwo of whom who self-identifies as a member of an underrepresented community, and each of whom brings extensive experience and fresh perspectives to enrich board dialogue and enhance the ability of our board of directors to continue effectively overseeing our business. Most recently, in AprilDecember 2021, our board of directors welcomed Shweta Singh Maniar.Angela Steinway. We are confident that Ms. Maniar’sher background and experience will complement and enhance the effectiveness of our board of directors.
The matrix below provides certain information regarding the composition of our board of directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
| | | | | | | | |
Board Diversity Matrix (As of March 31, 2022) |
| Female | Male |
Part I: Gender Identity |
Directors | 3 | 6 |
Part II: Demographic Background |
Asian | 1 | 0 |
White | 2 | 6 |
LGBTQ+ | 1 |
Board Independence
Our board of directors has determined that all of our directors are independent under applicable rules of the Nasdaq Stock Market LLC (Nasdaq), other than Mr. Valentine due to his employment by our company. Specifically, the following 78 of our 8 directors/director nominees9 directors are independent under applicable Nasdaq rules: Drs. Bradley and Essig and Messrs. Fekete, Henneman and Stephenson, and Mses. Gaeta, Maniar and Maniar. In addition, our board of directors determined that Kimberly Commins-Tzoumakas, formerly a director, was independent under applicable Nasdaq rules. On March 31, 2021, Ms. Commins-Tzoumakas tendered her resignation from our board of directors and each of its committees, effective that date.Steinway.
Board Leadership Structure
Our leadership is structured such that the chair of our board of directors and chief executive officer positions are separated. We separate the roles of chief executive officer (Mr. Valentine) and chair of the board of directors (Mr. Stephenson) in recognition of the differences between the two roles. Mr. Valentine is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of our company, while Mr. Stephenson sets the agenda for meetings of our board of directors and acts as an interface between our board of directors and our senior leadership team. Mr. Stephenson, an independent director, has extensive executive experience in the medical device industry generally, as well as the specific business segment in which we operate, and brings substantial experience and leadership that enhances the effectiveness of our board of directors as a whole. In addition, because of Dr. Essig'sEssig’s substantial experience as a public company director and his deep executive experience in the medical device industry generally and the specific business segment in which we operate specifically, our board of directors designated Dr. Essig as lead independent director. As lead independent director, Dr. Essig supplements Mr. Stephenson'sStephenson’s role as chair and provides an additional resource and liaison between our chief executive officer and our independent directors.
Pursuant to our corporate governance guidelines, our board of directors may choose its chair in any manner that it deems to be in the best interests of our company. Our corporate governance guidelines do not require that we separate the roles of chair and chief executive officer or that we designate a lead independent director. However, our board of directors believes this leadership structure is appropriate for our company at this time. Based on our current circumstances, this structure, together with our other corporate governance practices, provides strong independent oversight of management, while ensuring clear strategic alignment throughout our company.
The Board’s Role in Risk Oversight
Our board of directors is responsible for oversight of risks facing our company, while our management is responsible for day-to-day management of risk. Our board of directors, as a whole, directly administers its risk oversight function. Our board of directors as a whole directly oversees our strategic and business risk, including financial risk and information technology and cybersecurity risks, through regular interactions with our management and, from time-to-time, input from independent advisors. In addition, the risk oversight function is also administered through the standing committees of our board of directors, which oversee risks inherent in their
respective areas of responsibility, reporting to our board of directors regularly and involving our board of directors as necessary. For example, the audit committee oversees our financial exposure and financial reporting related risks and the compensation committee oversees risks related to our compensation programs and practices. Our board of directors as a whole directly oversees our strategic and business risk, including financial risk, through regular interactions with our
management and, from time-to-time, input from independent advisors. We believe the leadership structure of our board of directors supports its role in risk oversight, with our executive officers responsible for assessing and managing risks facing our company on a day-to-day basis and the chair, lead independent director and other members of our board of directors providing oversight of such risk management.
Board of Directors Meetings
Our board of directors holds at least four regularly scheduled meetings per year and additional special meetings as necessary. During 2020,2021, our board of directors held 11seven meetings. Each director is expected to prepare for and attend all regularly scheduled and special meetings of the board and all committees on which the director sits (including separate meetings of independent directors), unless unusual circumstances make attendance impractical. Our board of directors may also take action from time to time by written or electronic consent. Our board of directors meets regularly outside the presence of management (other than the chief executive officer) and the independent directors also hold regular executive sessions without management or any non-independent directors present. Mr. Stephenson chairs these executive sessions.
Each of the directors who served during the past year attended at least 75% of the aggregate of the total number of meetings of our board of directors and meetings of committees on which he or she served.
Committees of the Board of Directors
We have three standing committees: audit, compensation, and nominating and corporate governance. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found under the Investors section of our website at www.seaspine.com. The current members of the committees are identified in the following table. During 2020,2021, the audit committee held five meetings; the compensation committee held threesix meetings; and the nominating and corporate governance committee held three meetings.
| | | | | | | | | | | | | | | | | | | | |
Director | | Audit Committee | | Compensation Committee | | Nominating and Corporate
Governance Committee | |
| | | | | Governance Committee | |
Keith Bradley, Ph.D. | — | X* | — | | X* | | — |
Kimberly Commins-Tzoumakas^ | | — | | X | | — |
Stuart M. Essig, Ph.D. | — | — | X* | — | | X* |
Michael Fekete | | X* | | — | X | X |
Renee Gaeta | | X | | — | — | — |
John B. Henneman, III | X | X | — | X | | — |
Shweta Singh Maniar | — | X | — | | X | | — |
Kirt C. Stephenson | — | — | X | — |
Angela Steinway | X | |
| |
Keith C. Valentine | — | — | | — | | — |
| | | | | |
^ | On March 31, 2021, Ms. Commins-Tzoumakas tendered her resignation from our board of directors and each of its committees, effective that date. |
* | * Indicates chair of the committee. |
Audit Committee
All members of our audit committee meet the requirements for financial literacy under applicable SEC and Nasdaq rules. Our board of directors has determined that all members of the audit committeeMessrs. Fekete and Henneman and Ms. Gaeta are “audit committee financial experts” under applicable SEC rules and that each member of our audit committee has the financial sophistication required under applicable Nasdaq rules. Our board of directors also determined that all members of the audit committee are independent directors, under applicable SEC and Nasdaq rules, including Section 10A of the Securities Exchange Act of 1934, as amended (the Exchange Act). The purpose of the audit committee is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:
•appointing our independent registered public accounting firm;
•reviewing the qualifications, independence and quality control procedures of our independent registered public accounting firm and the experience and qualifications of its senior personnel;
•evaluating the performance of our independent registered public accounting firm;
•approving the audit and non-audit services to be performed by our independent registered public accounting firm;
•establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters;
•discussing with management and our independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;
•determining, based upon review of the annual audit and review of our annual financial statements, whether to recommend to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year subject to the audit;
•reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
•discussing with our internal counsel or outside counsel any legal matters brought to its attention that could reasonably be expected to have a material impact on our financial statements;
•preparing the report with respect to our audited financial statements that the SEC requires for inclusion in each of our annual proxy statements;
•reviewing and approving any related party transactions on an ongoing basis;
•reviewing and reassessing, at least annually, its charter and submitting any recommended changes to our board of directors for its consideration; and
•reviewing and evaluating, at least annually, its performance and the performance of its members, including compliance with its charter.
Report of the Audit Committee Related of the Board of Directors
This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
Our management is responsible for the preparation, presentation, and integrity of our financial statements, for the appropriateness of the accounting principles and reporting policies that we use and for establishing and maintaining adequate internal control over financial reporting. RSM US LLP, our independent registered public accounting firm for 2020,2021, was responsible for performing an independent audit of our financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
The audit committee reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20202021 (the Form 10-K). The audit committee also reviewed and discussed with RSM US LLP the audited financial statements in the Form 10-K. In addition, the audit committee discussed with RSM US LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC. Additionally, RSM US LLP provided to the audit committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding RSM US, LLP’s communications with the audit committee concerning independence. The audit committee also discussed with RSM US LLP its independence from our company.
Based on the reviews and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in the Form 10-K for filing with the SEC.
The foregoing report has been furnished by the audit committee of our board of directors.
Respectfully submitted,
Michael Fekete, Chair
Renee Gaeta
John B. Henneman, III
Angela Steinway
Compensation Committee
The primary purpose of the compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers, including our named executive officers, and non-employee directors and to administer our equity-based compensation plans. The committee ensures that compensation programs are designed with an appropriate balance of risk and reward in relation to our company’s overall business strategy and do not encourage excessive or unnecessary risk-taking behavior. In addition, the committee ensures that such programs encourage high performance, promote accountability and assure that employee interests are aligned with the interests of our stockholders. Our board of directors has determined that all members of the compensation committee are independent directors, under applicable Nasdaq rules.
The committee’s responsibilities include, among other things:
•reviewing our overall compensation strategy, philosophy and practices;
•reviewing and approving the corporate goals and objectives relating to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of these goals, and determining and approving the compensation of our chief executive officer based on such evaluation;
•reviewing and approving, at least annually, all elements of compensation of our other executive officers and certain other employees;
•reviewing and evaluating the compensation of our non-employee directors for their service on our board of directors and making recommendations to our board of directors regarding the amount, form and terms of such compensation;
•determining our policy with respect to change of control and “parachute” payments and perquisite benefits;
•reviewing the need for and terms of policies with respect to executive officer stock ownership guidelines and to monitor compliance with such guidelines;
•evaluating its performance and the performance of its members, including compliance with its charter; and
•reviewing and reassessing, at least annually, its charter and submitting any recommended changes to our board of directors for its consideration.
With respect to non-employee director compensation, the compensation committee reviews compensation practices and policies at least annually and makes a recommendation to our board of directors as to the amount, form and terms of non-employee director compensation. Our board of directors, taking the compensation committee’s recommendation into consideration, sets the amount, form and terms of non-employee director compensation.
For additional information regarding the responsibilities of our compensation committee with respect to the compensation of our executive officers, see “Executive Compensation,” below.
Nominating and Corporate Governance Committee
Our board of directors has determined that all members of the nominating and corporate governance committee are independent directors under applicable Nasdaq rules. The purpose of the nominating and corporate governance committee is to assist our board of directors in discharging its responsibilities regarding the identification of qualified candidates to become directors, the selection and recommendation to our board of directors of nominees for election as directors at our annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected), and the selection and recommendation to our board of directors of candidates to fill any vacancies on our board of directors and any committees thereof, the development and recommendation to our board of directors of a set of corporate governance guidelines, oversight of evaluation of our board of directors and taking a leadership role in shaping our corporate governance polices. The committee’s responsibilities include, among other things:
•reporting and making recommendations to our board of directors concerning governance matters;
•recommending the creation of additional committees of our board of directors or the elimination of certain of such committees;
•evaluating its performance and the performance of its members, including compliance with its charter; and
•reviewing and reassessing, at least annually, its charter and submitting any recommended changes to our board of directors for its consideration.
Director Nomination Process
Director Qualifications
Our goal is to assemble a group of directors that collectively provide an appropriate balance of experience, skills and characteristics that enable our board of directors to fulfill its responsibilities. In evaluating director nominees, the nominating and corporate governance committee and board of directors considers, among others, the following factors:
•fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility;
•experience in corporate management, such as serving as an officer or former officer of a publicly held company;
•a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;
•experience relevant to our industry and with relevant social policy concerns;
•experience as a board member or executive officer of other companies; and
•the ability to make independent analytical inquiries.
Other than consideration of the foregoing and other similar factors, there are no specific minimum criteria for director nominees, although the nominating and corporate governance committee may also consider such other factors as it may deem to be in the best interests of our company and stockholders, including the number of other boards of directors on which an individual serves. The nominating and corporate governance committee does, however, believe it appropriate for at least one, and preferably, several, members of our board of directors to meet the criteria for an “audit committee financial expert” under applicable SEC rules, and that a majority of the members of our board of directors are “independent” under applicable Nasdaq rules. The nominating and corporate governance committee also believes it appropriate for our president and chief executive officer to serve as a member of our board of directors. Our directors’ performance and qualification criteria are reviewed annually by the nomination and corporate governance committee.
Identification and Evaluation of Nominees for Directors
The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise. Before nominating a sitting director for reelection, the nominating and corporate governance committee will also consider the director’s performance on, participation in and contributions to the activities of our board of directors and the director’s past attendance at meetings of the board and on the committees on which he or she served.
If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee may identify the desired skills and experience of a new nominee in light of the criteria above. The nominating and corporate governance committee will take into account the advice and recommendations of other members of our board, our chief executive officer and other members of our senior leadership team, and, in its discretion, may seek third-party resources to assist in the selection and/or evaluation process. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors, applicable statutory or Nasdaq requirements and recommendations, and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience and background of the candidates. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of our company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors.
The nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. To date, we have not received director candidate recommendations from our stockholders. In the event that we do receive a director candidate recommendation from a stockholder, the nominating and
corporate governance committee will conduct an initial evaluation of the proposed nominee and, if it determines the proposed nominee may be a qualified candidate, it will, along with one or more members of our management team, interview the proposed nominee to determine whether he or she might be suitable to serve as a director. If, based on the criteria set forth above and our board of directors’ specific needs at such time, the nominating and corporate governance committee determines the proposed nominee would be a valuable addition to our board of directors, it will recommend to our board of directors such proposed nominee’s nomination. We do not intend to treat stockholder recommendations in any manner different from other recommendations.
Under our corporate governance guidelines and amended and restated bylaws, stockholders wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for next year'syear’s annual
meeting of stockholders, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”
Director Attendance at Annual Meetings of Stockholders
Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meeting of stockholders, we encourage all of our directors to attend. All of our directors who were standing for re-election last year attended last year’s annual meeting of stockholders.
Communications with our Board of Directors
Our stockholders wishing to address questions regarding our business affairs directly to our board of directors, or any individual director, should submit the inquiry in writing to:
SeaSpine Holdings Corporation
Attn: Investor Relations
5770 Armada Drive,
Carlsbad, CA 92008
Stockholders should indicate that they are a stockholder of our company. Depending on the subject matter, investor relations will (alone or in concert with our other personnel, as appropriate): (1) forward the inquiry to the chair of our board of directors or the lead independent director, as appropriate, who may forward the inquiry to a particular director if the inquiry is directed towards a particular director; (2) forward the inquiry to the appropriate personnel within our company; for instance, if it is primarily commercial in nature; (3) attempt to handle the inquiry directly; for instance, if it is a request for information about our company or a stock-related matter; or (4) not forward the inquiry, if it relates to an improper or inappropriate topic or is otherwise irrelevant.
Certain Corporate Governance Documents
Our code of business conduct and ethics, corporate governance guidelines, audit committee charter, compensation committee charter and nominating and corporate governance committee charter are available, free of charge, under the "Investors“Investors > Corporate Governance > Governance Overview"Overview” section of our website at www.seaspine.com. Our code of business conduct and ethics applies to all our employees, officers and directors. We intend to disclose any amendment to, or a waiver from, a provision of our code of conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on our website at the address specified above. The information on our website is not incorporated by reference in, or considered part of, this proxy statement. We will also provide copies of these documents, as well as our other corporate governance documents, free of charge, to any stockholder upon written request to SeaSpine Holdings Corporation, 5770 Armada Drive, Carlsbad, California 92008.
Stockholder Engagement
We value the input we receive from our investors. As part of our investor relations program, we engage with our largest investors throughout the year. We solicit their feedback on issues important to them and aspects of our business. In addition, we regularly monitor developments and best practices with respect to corporate governance matters. As part of these activities, in February 2019, our board of directors approved an amendment to our amended and restated bylaws. The effect of the amendment is to limit the supermajority vote required for our stockholders to amend our bylaws to only specified sections of our bylaws. Before such amendment, no section of our bylaws could be amended, unless such amendment was approved by a supermajority vote of our stockholders (that is, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of our then-outstanding shares entitled to vote generally in the election of directors). As amended, other than with respect to certain specific, enumerated sections, our bylaws may be amended, altered or repealed upon the affirmative vote of a simple majority of the voting power of all of our then-outstanding shares entitled to vote generally in the election of directors. We believe this amendment to our bylaws positively impacts stockholder rights.
Policies Regarding Hedging, Derivatives and Pledging
We prohibit our directors and employees, including our officers, and their respective related parties from (1) engaging in short-term trading in our stock, (2) purchasing (including through any designee) any financial instrument including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions (including through any designee), that hedges or offsets, or are designed to hedge or offset, any decrease in the market value of our equity securities whether granted to them as part of their compensation or held, directly or indirectly, by them, (3) holding any of our stock in a margin account (unless our stock is held in a non-margin position) or buying or stock on margin, and (4) pledging our stock as collateral for a loan or in any other arrangements.
DIRECTOR COMPENSATION
Our non-employee director compensation program compensates our non-employee directors for their service with annual retainers and equity-based compensation. Below is a description of the material terms of that program related to director compensation for 2020.effective June 2, 2021.
Annual Retainers
Each non-employee director is entitled to receive annual retainers in the following amounts, pro-rated for any partial year of service:
| | | | | |
Board Chair Annual Retainer | $ | 75,000 | |
Non-Chair Director Annual Retainer | $ | 50,000 | |
Chair of Audit Committee Additional Annual Retainer | $ | 15,000 | |
Chair of Compensation Committee Additional Annual Retainer | $ | 15,000 | |
Chair of Nominating and Corporate Governance Committee Additional Annual Retainer | $ | 15,000 | |
Lead Independent Director Additional Annual Retainer | $ | 25,000 | |
| | | | | | | | |
Board Member Annual Retainer | $ | 50,000 |
Board Chair Additional Annual Retainer | $ | 25,000 |
Lead Independent Director Additional Annual Retainer | $ | 25,000 |
Committee Member Annual Retainer | $ | 5,000 |
Committee Chair Additional Annual Retainer | $ | 10,000 |
Annual retainers generally are paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than 30 days after the end of such quarter. Non-employee directors may elect to receive shares of restricted stock in lieu of their annual retainer. If a timely election is made, the applicable director will be granted on the date of the annual meeting of stockholders that occurs in the year following such election such number of shares of restricted stock as is equal to such director'sdirector’s aggregate annual retainer divided by the per share fair market value of our common stock on the grant date, and generally will cover the twelve-month period thereafter. The shares underlying the award will vest with respect to 25% of the shares subject to the award on the last day of each three-month period following the applicable grant date, subject to continued service through the applicable vesting date. To be timely, an election must be made prior to the last day of the calendar year immediately preceding the calendar year for which such election is being made.
Beginning in June 2021, the compensation payable to each non-employee director who serves on our audit committee, compensation committee and nominating and corporate governance committee was changed such that each member will receive a $5,000 annual retainer for their service in such capacity and the chair of each committee will receive an additional $10,000 annual retainer for their service in such capacity. This change was approved by our board of directors, upon the recommendation of our compensation committee and with the advice of Willis Towers Watson, the independent compensation consultant to our compensation committee, based on an assessment of competitive market data of our peer group.
Equity Compensation
Initial Awards. Each non-employee director who is initially elected or appointed to serve on our board of directors is granted restricted stock, referred to as an Initial Award, on the date he or she is initially elected or appointed. The number of shares of restricted stock granted equals $100,000 ($150,000 for the board chair) divided by the per share fair market value of our common stock on date he or she is initially elected or appointed. Ms. ManiarSteinway was granted an Initial Award when she was appointed to our board of directors on April 1,in December 2021.
Annual Awards. Each non-employee director serving on our board of directors as of the date of each annual stockholder meeting is granted restricted stock, referred to as an Annual Award, on the date of such meeting. The number of shares of restricted stock granted equals $100,000$125,000 ($150,000175,000 for the board chair) divided by the per share fair market value of our common stock on the date of the applicable annual stockholder meeting.
Beginning in June 2021, the dollar amount on which the number of shares of the restricted stock subject to the Annual Award is based will increase to $125,000 ($175,000 for the board chair). That change was approved by our board of directors, upon the recommendation of our compensation committee and with the advice of Willis Towers Watson, based on an assessment of competitive market data of our peer group.
Vesting. Each Initial Award and Annual Award granted under our non-employee director compensation program will vest with respect to 100% of the shares underlying the award on the one-year anniversary of the applicable grant date, subject to continued service through the applicable vesting date. In addition, each award will vest in full upon the director’s death or disability and, if a director stands for reelection at an annual meeting but is not reelected to our board of directors at such annual meeting, any outstanding Annual Award then held by the director will vest in full on the date of such annual meeting.
20202021 Non-Employee Director Compensation
The following table summarizes the compensation of our non-employee directors for 2020:2021:
2021 Director Compensation
| 2020 Director Compensation | |
| | Fees Earned or Paid in Cash (2)(3) | | Stock Awards (4) | | Total | | | | | | | | | | | | | | | | | | | |
Name (1) | Name (1) | | ($) | | ($) | | ($) | Name (1) | | Fees Earned or Paid in Cash (2)(3) | Stock Awards (4) | Total | |
| Name (1) | | Name (1) | | ($) | | ($) | | ($) | |
Keith Bradley | | 65,000 | | 100,000 | | 165,000 | 65,000 | | 125,000 | | 190,000 | |
Kimberly J. Commins-Tzoumakas | Kimberly J. Commins-Tzoumakas | | 50,000 | | 100,000 | | 150,000 | Kimberly J. Commins-Tzoumakas | 25,000 | | — | | 25,000 | |
Stuart M. Essig | Stuart M. Essig | | 90,000 | | 100,000 | | 190,000 | Stuart M. Essig | 90,000 | | 125,000 | | 215,000 | |
Michael Fekete | Michael Fekete | | 65,000 | | 100,000 | | 165,000 | Michael Fekete | 62,500 | | 125,000 | | 187,500 | |
Renee Gaeta | Renee Gaeta | | 50,000 | | 100,000 | | 150,000 | Renee Gaeta | 57,500 | | 125,000 | | 182,500 | |
John B. Henneman, III | John B. Henneman, III | | 50,000 | | 100,000 | | 150,000 | John B. Henneman, III | 55,000 | | 125,000 | | 180,000 | |
Shweta Singh Maniar | | Shweta Singh Maniar | | 40,000 | | 225,000 | | 265,000 | |
Angela Steinway | | Angela Steinway | 2,720 | | 100,000 | | 102,720 | |
Kirt C. Stephenson | Kirt C. Stephenson | | 75,000 | | 150,000 | | 225,000 | Kirt C. Stephenson | | 77,500 | | 175,000 | | 252,500 | |
|
(1)Keith Valentine, our president and chief executive officer, is not included in this table because he is an employee and receives no compensation for his service as a director. See "Executive“Executive Compensation and Other Information,"” below for information
regarding the compensation received by Mr. Valentine. Ms. Commins-Tzoumakas resigned from our board of directors in March 2021. Mses. Maniar and Steinway were appointed to our board of directors in April 2021 and December 2021, respectively.
(2)The directordirectors identified in the table below elected to receive restricted stock awards in lieu of 100% of his 2020their 2021 annual retainer, which awards were granted on June 3, 2020,2, 2021, and vestsvest in equal quarterly installments. Accordingly, the dollar amounts in this column represent the aggregate fair market value of such awards determined based on the price of our common stock on the grant date in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC Topic718). See Note 6. Equity and Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20202021 for details as to the assumptions used to determine the fair value of the awards. The table below indicates the number of shares subject to the award granted to himthe director and their grant date fair value. Amounts shown below are based on the full grant date fair value of the entire award, regardless of vesting requirements.
| | | | | | | | |
Director | Shares of Restricted Stock | Grant Date Fair Value ($) |
Keith Bradley | 3,251 | 65,000 |
Michael Fekete | 3,001 | 60,000 |
| | | | | | | | |
Director | Shares of Restricted Stock | Grant Date Fair Value ($) |
Michael Fekete | 5,518 | 65,000 |
(3)The directors identified in the table below elected to receive restricted stock awards in lieu of the finallast two quarterly paymentpayments of their 2019 annual retainer and 100% of their 20202021 annual retainer, which awards were granted and vested on March 31, 2021 and June 30, 2020, September 30, 2020 and December 31, 2020 for Dr. Essig and Ms. Gaeta, and on September 30, 2020 and December 31, 2020 for Dr. Bradley and Mr. Stephenson.2021. Accordingly, a portion of the dollar amounts in this column represent the aggregate fair market value of such awards determined based on the price of our common stock on the grant date in accordance with ASC Topic 718. See Note 6. Equity and Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20202021 for details as to the assumptions used to determine the fair value of the awards. The table below indicates the number of shares subject to the award granted to each of them and their grant date fair value. Amounts shown below are based on the full grant date fair value of the entire award, regardless of vesting requirements.
| Director | Director | Shares of Restricted Stock | Grant Date Fair Value ($) | Director | Shares of Restricted Stock | Grant Date Fair Value ($) |
Keith Bradley | Keith Bradley | 2,067 | 32,500 | Keith Bradley | 1,725 | 32,500 |
Stuart M. Essig | Stuart M. Essig | 5,010 | 67,500 | Stuart M. Essig | 2,390 | 45,000 |
Kirt C. Stephenson | Kirt C. Stephenson | 2,385 | 37,500 | Kirt C. Stephenson | 1,991 | 37,500 |
Renee Gaeta | Renee Gaeta | 2,783 | 37,500 | Renee Gaeta | 1,327 | 25,000 |
The table below indicates the aggregate number of restricted stock awards outstanding and the aggregate number of shares subject to stock options outstanding held by our non-employee directors as of December 31, 2020:2021: