People

The People

Governance grade: B–. Governance bones are strong — fully independent NED majority, separated Chair/CEO, Big Four auditor, no controlling shareholder — but the case is dragged down by elevated and contested executive pay (the 2025 Remuneration Policy passed with only 67% support, and ISS scores Compensation in decile 8 of 10) and a brand-new executive duo with sub-target shareholdings, all installed in a battlefield promotion after the prior CEO's death in service.

1. The People Running This Company

The leadership table flipped in late 2025 under the most disruptive circumstance possible: long-serving CEO Karim Bitar went on medical leave on 4 August 2025 and passed away on 27 October 2025. The Board promoted Jonny Mason (CFO since 2022) to Interim CEO on the day Bitar took leave and to permanent CEO on 6 November 2025; Fiona Ryder stepped up the same day, from Group Financial Controller to Interim CFO and then permanent CFO. Both are insiders, both ran finance, neither has run a healthcare business at scale, and neither has yet been tested in a public-markets crisis as a CEO/CFO pair.

The succession was handled with poise — Mason had been the standing alternative since 2022 and the Board moved quickly when Bitar went on leave — but the new executive team lacks medtech operating experience. The bench depth question moves from "who succeeds Bitar" to "who succeeds Mason if needed", and the answer is no longer obvious.

2. What They Get Paid

Bitar's £7.65M figure is misleading: £5.0M of it is early-vested LTIP triggered by death-in-service, applied to the spot share price of £2.49 on 24 October 2025. Strip that and Bitar's earned 2025 pay was £2.6M, in line with prior years. Mason's £3.58M for FY25 mixes nine months of CFO pay, three months of interim-CEO pay, and two months as permanent CEO — annualised at his new £1.01M salary plus the 200%-of-salary bonus opportunity, his run-rate target package is roughly £4–5M.

The structural concern is shareholder pushback. The 2025 AGM passed the new Remuneration Policy with only 67.04% in favour, 32.96% against — a major rebellion by FTSE-100 standards. The Remuneration Report itself passed at 98.20%, so the dissent is targeted at design (max LTIP raised to 525% of salary for Bitar, plus introduction of restricted shares on top of performance shares), not the year's outcome. ISS rates Compensation in the 8th decile of risk — meaningfully worse than Audit (2), Board (2), or Shareholder Rights (1). The 2026 policy partially answers the criticism: financial weightings rebalance toward FCF (40% adj op profit, 20% revenue, 20% FCF to equity, 20% personal/ESG), and the maximum LTIP for the new CEO drops from Bitar's 525% to 425% PSA + 100% RSA.

3. Are They Aligned?

There is no controlling shareholder. The pre-IPO sponsors Nordic Capital and Avista exited years ago, and Novo Holdings sold its remaining 7.8% stake at a $462M discount on 17–18 November 2025 — a fortnight after the new CEO took permanent office. Voting power is now spread across passive and active institutions, none above ~5%.

The signal in the insider table is mixed. Bitar's £2.84M sale on 7 August 2025 — three days after he went on medical leave — is uncomfortable optics even if the trade was a pre-arranged liquidity event; the Board has not commented publicly on its planning. Mason and Ryder have both bought stock since stepping up, which is the right behaviour. Mason's March 2026 sale of 291,149 shares is the standard tax-cover ritual on PSP vesting and is not a directional signal. The bigger issue is how far both are from their guideline holdings: Mason at 161% of salary against a 500% target, Ryder at 91% of a 300% target. Neither is in default — both have time to build — but neither is yet meaningfully aligned with the long-term equity outcome they are now responsible for delivering.

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The 5/10 reflects: (a) no controlling holder so management cannot block shareholders, but also no concentrated long-term sponsor to enforce discipline; (b) the new CEO/CFO are well below their shareholding ceilings; (c) recent insider activity is net-positive but small; (d) dilution from share schemes is well-controlled at 2.9% of share capital across all plans (vs 10% Investment Association ceiling); and (e) no related-party transactions or self-dealing are flagged in the 2025 Annual Report or in external coverage we can find.

4. Board Quality

The board is technically independent — 7 of 9 NEDs are independent, the Chair was independent on appointment, and the Code-required SID, Audit, Remuneration and Nomination chair structure is in place. The committee chairs are credible: Margaret Ewing (ex-Deloitte Managing Partner) chairs Audit, Brian May (ex-Bunzl CFO of 13 years) chairs Remuneration. Deloitte LLP audits the company, with the Audit Committee setting fees.

Three caveats. First, Margaret Ewing has served 8.4 years and reaches the UK Code's 9-year independence threshold in August 2026 — succession planning for the SID/Audit Chair role should already be active and visible. Second, healthcare/medtech depth on the board now sits with three NEDs (Heather Mason — Abbott, Kim Lody — Coloplast US, Sharon O'Keefe — UChicago Medicine) plus Coussios on the science side; with both executive directors lacking medtech backgrounds, the NED bench is doing more work than a normal board. Third, Heather Mason holds 4 outside directorships including 2 Chair roles, and Coussios runs an academic institute plus 4 commercial entities — both are heavy external loads that the Nomination Committee should be monitoring annually.

5. The Verdict

Verdict letter grade: B- (score 4 of 5 on the scale above).

Strengths. Independent, credibly experienced board with separation of Chair and CEO; Deloitte audit with no qualifications; no controlling shareholder; smooth, dignified handling of the CEO's death-in-service; institutional shareholder base; well-controlled dilution (2.9% of share capital across all schemes); recent open-market buying by both new executives.

Concerns. Two financial-services executives without medtech operating histories now run a global medtech business; their personal alignment is sub-target (CEO at 161% of a 500% guideline); the 2025 Remuneration Policy passed with only 67% support and ISS scores Compensation in decile 8; SID Margaret Ewing reaches the UK Code 9-year cap in 2026 and a credible audit-chair successor is not yet visible; Bitar's £2.84M share sale three days after going on medical leave on 7 August 2025 is uncomfortable optics that the Board did not address publicly.

One thing that would change the grade. Upgrade to B+/A− if Mason builds toward the 500%-of-salary holding through open-market purchases (not just vesting), the 2026 AGM Remuneration Policy vote climbs above 85% support, and a successor SID/Audit Chair is named ahead of Ewing's tenure cap. Downgrade to C if the new executive duo misfires on the FY26 plan and the rebuilt 2026 LTIP triggers another shareholder revolt — that combination would convert the current cyclical concerns into a structural governance question.