DEF 14A of Organogenesis Holdings Inc.
Filed May 12, 2025 · FY20240001193125-25-117808
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The first proposal on the agenda for the meeting is the re-election of our directors. Our board of directors has fixed the number of directors at ten, nine of whom are to be elected at the 2025 Annual Meeting. The board of directors has approved Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf, and Gilberto Quintero as nominees for election as Common Directors (as defined below) at the 2025 Annual Meeting. Substantially concurrent with the 2025 Annual Meeting, we also expect that Garrett Lustig will be re-elected to the Board as a Preferred Director (as defined below) upon the affirmative vote of the holders of Convertible Preferred Stock, resulting in a total of ten directors. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders and until their successors are elected and qualified. At each Annual Meeting of Stockholders, each of our directors is elected until the next annual meeting to succeed the directors whose terms are then expiring. The following table sets forth certain information as of April 11, 2025, regarding our directors:
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Position(s) | | Alan A. Ades(1) | 86 | Director | | Robert Ades | 51 | Director | | Michael J. Driscoll(2) | 64 | Director | | Prathyusha Duraibabu(3)(4) | 46 | Director | | David Erani(1) | 36 | Director | | Jon Giacomin(2)(3)(4) | 60 | Director, Chair of Nominating Committee and Chair of Compensation Committee | | Gary S. Gillheeney, Sr. | 70 | Chair of the Board, President and Chief Executive Officer | | Michele Korfin(4) | 53 | Director | | Arthur S. Leibowitz(2)(3)(4) | 71 | Lead Independent Director and Chair of Audit Committee | | Garrett Lustig(2)(4) | 35 | Director | | Glenn H. Nussdorf | 70 | Director | | Gilberto Quintero(3) | 60 | Director |
PROPOSAL 1: ELECTION OF DIRECTORS
| (1) Each of Messrs. Alan Ades and David Erani are not standing for election at the 2025 Annual Meeting. |
PROPOSAL 1: ELECTION OF DIRECTORS
| (2) Member of the Nominating Committee. |
PROPOSAL 1: ELECTION OF DIRECTORS
| (3) Member of the Audit Committee. |
PROPOSAL 1: ELECTION OF DIRECTORS
| (4) Member of the Compensation Committee. |
Information Regarding Preferred Director to Be Elected by Holders of Our Convertible Preferred Stock
Information Regarding Preferred Director to Be Elected by Holders of Our Convertible Preferred Stock On November 12, 2024, in connection with the sale of Convertible Preferred Stock to Avista Healthcare Partners III, L.P. and AHP III Orchestra Holdings, L.P. (collectively, “Avista”), as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company agreed that, for so long as Avista holds outstanding shares of Convertible Preferred Stock convertible into shares of Common Stock representing at least 5.0% of the Company’s then-outstanding shares of Common Stock, the holders of a majority of the outstanding shares of Convertible Preferred Stock, voting together as a separate class, shall have the right to elect one member of the board of directors (the “Preferred Director”), who, the Company agreed, will also serve on each committee of the Board for which such director is qualified under applicable law and Nasdaq rules and regulations. Additionally, at all times that Avista holds any outstanding shares of Convertible Preferred Stock, Avista shall have a right to appoint one Board observer. At Avista’s option, following conversion of the Convertible Preferred Stock, Avista will have the same director and Board observer rights for so long as Avista holds shares of Common Stock issued upon conversion representing at least 5.0% of the Company’s then-outstanding shares of Common Stock. The Preferred Director will not be a member of any class of directors that is elected by the holders of Common Stock (the “Common Directors”). The initial Preferred Director is Garrett Lustig, who was appointed to the Board as a Preferred Director on November 12, 2024. Garrett Lustig has been a member of our board of directors since 2024. Mr. Lustig joined Avista Healthcare Partners in 2015 and serves as a Principal. Prior to joining Avista, Mr. Lustig worked in investment banking at Centerview Partners. Mr. Lustig currently serves as a director at ACP Northern Holdings, eMolecules, Taconic Biosciences and Terrats Medical, and previously served as a director at Solmetex, Spear Education, United BioSource Corporation and XIFIN. Mr. Lustig received a B.S. in Economics from Duke University. We believe Mr. Lustig is qualified to serve on our board of directors due to his investment and financial experience.
Information Regarding the Nominees for Election as Common Directors
Information Regarding the Nominees for Election as Common Directors Robert Ades has been a member of our board of directors since 2020. Mr. Ades has been a Principal of Rugby Realty Co., Inc. since 2005. Mr. Ades has over twenty years of experience in commercial real estate. Mr. Ades received a B.A. in English Literature from the University of Michigan. We believe Mr. Ades is qualified to serve on our board of directors due to his business experience and the Ades family’s long term significant ownership interest in the Company. Mr. Ades is the son of Alan A. Ades. Michael J. Driscoll has served as a member of our board of directors since 2022. Dr. Driscoll served as a Dean of the Richard J. Bolte, Sr. School of Business at Mount St. Mary’s University from 2018 until 2021. From 2010 to 2018, Dr. Driscoll was a professor of finance and economics at the Robert B. Willumstad School of Business at Adelphi University. Prior to his career in education, Dr. Driscoll worked for 28 years in the financial services industry. Among his career highlights during this period, he served as the Global Head of Trading for Geosphere Capital LLC, a hedge fund focused on global natural resources and industrials, from 2007 to 2010 and as a Senior Managing Director of Equity Trading at Bear, Stearns & Co. Inc., a global investment bank, from 2002 to 2007. Dr. Driscoll received a B.S. in Marine Transportation from SUNY Maritime College, an M.B.A. from Adelphi University and an Ed.D. from the University of Pennsylvania. We believe Dr. Driscoll is qualified to serve on our board of directors due to his experience in finance and economics. Prathyusha Duraibabu has been a member of our board of directors since 2021. She has over two decades of experience in optimizing financial operations, driving organizational change, building diverse teams, and delivering results. Ms. Duraibabu has served as Chief Financial Officer of Sangamo Therapeutics, Inc., a genomic medicine company since June 2021 and has been with the company since March 2019 as its Vice President, Finance. Prior to joining Sangamo, Ms. Duraibabu served as Corporate Controller at Pacific Biosciences of California, Inc., a public commercial biotechnology company, from June 2010 to March 2019, where she was responsible for global financial operations, strategy, audit, and tax. Ms. Duraibabu received her B.S. in Accounting from Oxford Brookes University in Oxford, United Kingdom, and her M.B.A. from San Jose State University, California. Ms. Duraibabu is a Certified Public Accountant in the State of California. We believe that Ms. Duraibabu is qualified to serve on our board of directors due to her breadth of financial, operational, and compliance experience in various industries including biotechnology. Jon Giacomin has been a member of our board of directors since 2021. Mr. Giacomin serves as the Chief Operating Officer of the American Medical Association (“AMA”), a position he has held from January 2023 to present. Before joining the AMA, Mr. Giacomin served as the Chief Executive Officer of U.S. Anesthesia Partners, Inc. (“USAP”), a privately-owned, single-specialty anesthesia practice, from 2019 until 2021. Prior to joining USAP, Mr. Giacomin held various leadership positions at Cardinal Health, Inc. (NYSE: CAH) from 2001 to 2019, a leading distributor of pharmaceuticals, global manufacturer and distributor of medical and laboratory products and provider of performance and data solutions for health care facilities. Mr. Giacomin most recently served as Chief Executive Officer of Cardinal Health’s Medical Segment and previously served as Chief Executive Officer of its Pharmaceutical Segment from 2014 to 2018. Mr. Giacomin began his career as a Nuclear Engineer and Surface Warfare Officer in the U.S. Navy and subsequently held positions at Sotera Health Company (Nasdaq: SHC) and Griffith Micro Science International Inc. before joining Cardinal Health. Mr. Giacomin received a B.S. in Mechanical Engineering from the University of Notre Dame, and an MBA in Finance from the University of Chicago’s Booth School of Business. We believe that Mr. Giacomin is qualified to serve on our board of directors due to his experience in business management and experience working with public and private companies in the healthcare industry. Gary S. Gillheeney, Sr. has served as our President and Chief Executive Officer since 2014, as a member of our board of directors since 2018 and as Chair of our board of directors since 2023. Previously, he served as our Executive Vice President, Chief Operating Officer and Chief Financial Officer from 2003 to 2014 and as our Chief Financial Officer from 2002 to 2003. Prior to joining Organogenesis, Mr. Gillheeney held executive positions at Innovative Clinical Solutions, Ltd., a provider of decision support and clinical knowledge solutions to healthcare staff, from 1999 to 2002, as its Chief Operating Officer, Chief Financial Officer, as well as Treasurer and Secretary. Prior to joining Innovative Clinical Solutions, Mr. Gillheeney held positions as Senior Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary at Providence Energy Corporation. Mr. Gillheeney has a B.S. in Accounting from American International College and an M.B.A. from Bryant College. We believe that Mr. Gillheeney is qualified to serve on our board of directors due to his service as our President and Chief Executive Officer and his extensive knowledge of our company and industry. Michele Korfin has been a member of our board of directors since 2022. Ms. Korfin is currently serving as the Chief Executive Officer for Australis Pharmaceuticals, a private oncology biotechnology company. Ms. Korfin served as the Chief Operating and Chief Commercial Officer of Gamida Cell Ltd. (Nasdaq: GMDA) from 2020 to 2024. While at Gamida Cell Ltd., Ms. Korfin was responsible for leading the operations strategy and execution for Omisirge, the only allogeneic stem cell therapy approved by the U.S. Food and Drug Administration (FDA) on the basis of a global randomized Phase 3 trial. Ms. Korfin also oversaw Omisirge launch initiatives. She also provided oversight for the operations and commercial strategy for the Natural Killer Cell platform. Prior to joining Gamida Cell, Ms. Korfin served as Chief Operating Officer at TYME Technologies, Inc. (Nasdaq: TYME), a biotechnology company focused on therapeutic candidates that target cancer metabolism, from 2018 until 2020. From 2016 until 2018, she was Vice President of Market Access at Kite Pharma, Inc., or Kite, a biotechnology company engaged in the development of cancer immunotherapy products that is now part of Gilead Sciences. At Kite, she oversaw the market access strategy, including payer relations, reimbursement and government affairs for Yescarta®, the first approved CAR-T therapy in lymphoma. She also worked closely with the manufacturing and supply chain teams at Kite to prepare for FDA approval and commercialization. Before joining Kite, Ms. Korfin spent more than a decade at Celgene Corporation (now part of Bristol Myers Squibb) in a variety of key strategic and operational roles, including overseeing the global development programs for Revlimid®, a therapy approved for patients with certain hematologic malignancies. She also led Celgene Corporation’s oncology sales force of over 120 representatives responsible for Abraxane®, which is now a standard of care in pancreatic cancer. Ms. Korfin holds an M.B.A. from Harvard Business School and a B.S. in Pharmacy from Rutgers University. She is a Registered Pharmacist in New Jersey. She previously served on the Board of Trustees of BioNJ, the organization that represents the biotechnology industry for New Jersey. We believe that Ms. Korfin is qualified to serve on our board of directors due to her experience in business management and experience working with public and private companies in the pharmaceutical industry.
Information Regarding the Nominees for Election as Common Directors
Arthur S. Leibowitz has been a member of our board of directors since 2018 and has served as Lead Independent Director since 2023. Mr. Leibowitz is a clinical professor at the Robert B. Willumstad School of Business at Adelphi University, where he teaches courses in accounting and auditing to both graduate and undergraduate students. Mr. Leibowitz began as an adjunct professor at Adelphi University in 2008, became a full-time lecturer in 2010 and was promoted to clinical professor in 2013. Mr. Leibowitz previously served as a member of the board of directors and the audit committee of Arotech Corporation (formerly on Nasdaq: ARTX) from 2009 to 2014. Before joining Adelphi University, Mr. Leibowitz was an audit and business assurance partner at PricewaterhouseCoopers. During his twenty-seven years at PwC, Mr. Leibowitz served in a national leadership role for PwC’s retail industry group and was the portfolio audit partner for one of PwC’s leading private equity firm clients. Mr. Leibowitz is a certified public accountant in New York State and received a B.S. in accounting from Brooklyn College and a Masters of Accountancy from Stetson University. We believe that Mr. Leibowitz is qualified to serve on our board of directors due to his experience working with public and private companies on corporate finance and accounting matters. Glenn H. Nussdorf has served as a member of our board of directors since 2003. Mr. Nussdorf has served as Chief Executive Officer of Quality King Distributors, Inc., a distributor of health and beauty care products and prescription drugs, and its subsidiary QK Healthcare, Inc., since 1999. Previously, Mr. Nussdorf served as Chief Operating Officer of Quality King from 1997 to 1998 and as a Senior Vice President from 1994 to 1996. Mr. Nussdorf is also a major stockholder of Parlux Holdings, Inc., a vertically integrated wholesale distributor and specialty retailer of perfumes and fragrances. Since 2017, Mr. Nussdorf has also served as a member of the board of directors of Parlux Holdings, Inc. We believe Mr. Nussdorf is qualified to serve on our board of directors due to his investment and financial experience, his expertise in business management and his long term significant ownership interest in the Company. Gilberto Quintero has been a member of our board of directors since 2022. Dr. Quintero has served as Global Chief Quality Officer at Kimberly-Clark Corporation (NYSE: KMB) since 2019. He previously served as the Chief Quality and Regulatory Affairs Officer for Pharmaceuticals and Medical Devices at Cardinal Health, Inc. (NYSE: CAH) from 2015 to 2019. Dr. Quintero’s experience also includes eleven years at Wyeth/Pfizer where he had technical leadership positions in R&D, Quality and Technical Operations. Dr. Quintero received his PhD in Chemistry from Texas A&M University, his M.B.A. from the University of Tennessee at Chattanooga and his Bachelor of Science in Chemistry from Catholic University of Puerto Rico. We believe that Dr. Quintero is qualified to serve on our board of directors due to his experience in quality and regulatory roles and significant business experience. If for any reason any of the nominees becomes unavailable for election, the persons designated in the proxy card may vote the shares represented by proxy for the election of a substitute nominated by the board of directors. Each nominee has consented to serve as a director if elected, and we currently have no reason to believe that any of them will be unable to serve. The nine nominees receiving the greatest number of votes cast will be elected as Common Directors. Brokers may not vote shares they hold for you in the election of directors unless they receive timely voting instructions from you. We will not count votes withheld or broker non-votes as having been cast for the election of a director. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ROBERT ADES, MICHAEL J. DRISCOLL, PRATHYUSHA DURAIBABU, JON GIACOMIN, GARY S. GILLHEENEY, SR., MICHELE KORFIN, ARTHUR S. LEIBOWITZ, GLENN H. NUSSDORF AND GILBERTO QUINTERO AS DIRECTORS.
INFORMATION ABOUT OUR BOARD OF DIRECTORS AND MANAGEMENT
INFORMATION ABOUT OUR BOARD OF DIRECTORS AND MANAGEMENT
Director Compensation
Director Compensation Our board of directors has approved a compensation program under which our independent directors (currently Dr. Driscoll, Ms. Duraibabu, Mr. Giacomin, Ms. Korfin, Mr. Leibowitz, Mr. Lustig and Dr. Quintero) are entitled to receive the following annual retainer and committee fees for their service as directors:
Director Compensation
| • | for service as a director, an annual retainer of $55,000; |
Director Compensation
| • | for service as lead independent director, an annual retainer of $30,000; |
Director Compensation
| • | for service as a chair of the audit committee, $40,000; |
Director Compensation
| • | for service as a member of the audit committee other than as chair, $10,000; |
Director Compensation
| • | for service as a chair of the compensation committee, $20,000; |
Director Compensation
| • | for service as a member of the compensation committee other than as chair, $10,000; |
Director Compensation
| • | for service as a chair of the nominating committee, $15,000; and |
Director Compensation
| • | for service as a member of the nominating committee other than as a chair, $7,500. |
Director Compensation
Retainer and committee fees are paid in arrears. The independent directors who served on our board of directors in fiscal year 2024 were Messrs. Driscoll, Giacomin, Leibowitz, Lustig (since November 2024) and Quintero, and Mses. Duraibabu and Korfin. We make an annual equity award to each of our independent directors, typically vesting on or about the one year anniversary of the date of grant, subject to continued service. The number of shares subject to such equity awards is determined each year by the board of directors in their discretion. In February 2024, the board of directors approved a grant of 51,020 restricted stock units to our independent directors who were directors at such time with a grant date fair value of $175,000, which vested on February 15, 2025. Because Mr. Lustig did not join the board of directors until November 2024, he did not receive an annual equity award in fiscal year 2024. All non-employee directors are reimbursed for customary business expenses incurred in connection with attending board and committee meetings. The following table sets forth information regarding compensation awarded to, earned by or paid to our non-employee directors in connection with their service for the year ended December 31, 2024. We do not pay any compensation to our President and Chief Executive Officer in connection with his service on our board of directors. See “Executive Compensation” for a discussion of the compensation of Mr. Gillheeney.
Director Compensation
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Alan A. Ades | — | — | — | | Robert Ades | — | — | — | | Prathyusha Duraibabu | 75,000 | 175,000 | 250,000 | | Michael Driscoll | 62,500 | 175,000 | 237,500 | | David Erani | — | — | — | | Jon Giacomin | 100,000 | 175,000 | 275,000 | | Michele Korfin | 65,000 | 175,000 | 240,000 | | Arthur S. Leibowitz | 142,500 | 175,000 | 317,500 | | Garrett Lustig(3) | 9,850 | — | 9,850 | | Glenn H. Nussdorf | — | — | — | | Gilberto Quintero | 65,000 | 175,000 | 240,000 |
Director Compensation
| (1) Represents amount earned or paid for service as a director during fiscal year 2024. |
Director Compensation
| (2) Represents the grant date fair value of restricted stock unit awards granted in fiscal year 2024. See Note 15 of the notes to our financial statements included in our Annual Report on Form 10-K for the year ended |
Director Compensation
| December 31, 2024 for a discussion of restricted stock unit awards in fiscal year 2024. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. |
Director Compensation
| (3) Mr. Lustig was elected to the board of directors on November 12, 2024. |
Director Compensation
The table below shows the aggregate number of option awards and restricted stock unit awards held as of December 31, 2024 by each of our current non-employee directors who was serving as of that date.
Director Compensation
| Name | Number of Shares Underlying Options Outstanding at December 31, 2024 | Stock Awards Outstanding at December 31, 2024 | | Alan A. Ades | — | — | | Robert Ades | — | — | | Prathyusha Duraibabu | — | 51,020 | | Michael Driscoll | — | 51,020 | | David Erani | — | — | | Jon Giacomin | — | 51,020 | | Michele Korfin | — | 51,020 | | Arthur S. Leibowitz | 30,000 | 51,020 | | Garrett Lustig(1) | — | — | | Glenn H. Nussdorf | — | — | | Gilberto Quintero | — | 51,020 |
Director Compensation
| (1) Mr. Lustig was elected to the board of directors on November 12, 2024. |
Director Compensation
We and each of our independent directors entered into a Change in Control Retention Agreement (the “Director Change in Control Agreement”). Pursuant to the Director Change in Control Agreement, if the director is serving on our board of directors immediately prior to a Change in Control, the director will receive full acceleration of the vesting of any time-based equity awards held by the director.
Role of Compensation Consultant
Role of Compensation Consultant In connection with its recommendations to the board of directors, the compensation committee retains an independent compensation consultant to assess the competitiveness of the Company’s compensation levels and practice applicable to the Company’s executive officers. This consulting firm also reviews the fees and equity awards for independent directors. These services include recommendations regarding our compensation practices and, based on direction from our compensation committee, detailed analyses and recommendations based on the percentile rankings of comparable executives, as well as independent directors, in our peer group companies. Nonetheless, the determinations made by the members of our compensation committee and board of directors are guided to a significant degree by their collective judgment and experience. During fiscal year 2024, the compensation committee engaged Pearl Meyer & Partners, LLC, which we refer to as Pearl Meyer, as an independent compensation consultant to advise on executive officer and board compensation. Pearl Meyer assisted the committee by providing the following services in fiscal year 2024:
Role of Compensation Consultant
| • | Updating the peer group of comparable companies used to benchmark executive and independent director compensation pay levels and understand market practices; |
Role of Compensation Consultant
| • | Reviewing competitive market compensation data, including data used for determining each of the components of the compensation of our Chief Executive Officer, each of our other NEOs, and other members of our executive management team, as well as for our independent directors; |
Role of Compensation Consultant
| • | Assisting in the design of the PSU awards that were added to our equity compensation component; |
Role of Compensation Consultant
| • | Providing advice on industry compensation practices, including the structure and mix of equity compensation, as well as compensation governance features; and |
Role of Compensation Consultant
| • | Participating in several of our compensation committee’s meetings in fiscal 2024. |
Role of Compensation Consultant
In addition to providing data as mentioned below, in 2024, we also engaged Pearl Meyer to assist with an assessment of the performance and effectiveness of our board of directors. Management works with Pearl Meyer at the direction of the compensation committee to provide Pearl Meyer with all information it deems necessary to advise the compensation committee and board of directors. Pearl Meyer follows internal guidelines and practices to guard against any conflict of interest and to ensure the objectivity of its advice and has confirmed the same to our compensation committee and board of directors. After review and consultation with Pearl Meyer, our compensation committee has determined that Pearl Meyer is independent of the Company and the members of the compensation committee and board of directors.
Benchmarking and Use of Peer Group Data
Benchmarking and Use of Peer Group Data In making their recommendations and determinations, our compensation committee and our board of directors take into account publicly available information concerning the compensation practices of other, similarly situated companies in the biotechnology, medical device, life sciences and biopharmaceutical industries. This information is used by the compensation committee and the board of directors informally and primarily for purposes of comparison to ascertain whether our compensation practices for our executive officers are broadly competitive. As indicated above, our compensation committee retained Pearl Meyer to conduct a study of peer companies for the purpose of reviewing the compensation levels of our executive team, including the NEOs. Pearl Meyer provided a proposed peer group to our compensation committee and our compensation committee then reviewed the peer group and, based on the available data and input from members of the committee, determined and approved the final peer group. Our compensation committee used the peer group data to help identify a reasonable benchmark for base salaries, annual cash bonuses and long-term equity-based incentive compensation and then analyzed company and individual performance to determine whether it was appropriate to move away from this baseline. The processes described above regarding the roles of the compensation consultant and management and the use of benchmarking and peer group data in fiscal 2024 are consistent with our compensation committee’s practices in prior years and with its continuing practices. The peer group was determined primarily by considering the following criteria: industry, amount of revenue, EBITDA, number of employees and market capitalization. The data from the peer group companies for the NEOs provided the compensation committee with a benchmark that it views as a point of reference, but not as a determining factor, for the compensation of the NEOs. Pearl Meyer reviewed the peer group approved by our compensation committee for use in determining executive compensation for fiscal 2023 and determined that the profiles of these companies were within the criteria for determination of fiscal 2024 compensation, except for Cardiovascular Systems, Inc., Meridian Bioscience, Inc. and Natus Medical Incorporated, which were removed from the peer group because these companies had been acquired. Two companies, Bioventus Inc. and ZimVie Inc., were then added to our peer group because it was determined that these companies would be good additions based on the criteria that our compensation committee was considering. After giving effect to these changes, the final group of peer companies approved by our compensation committee for use in determining executive compensation for fiscal 2024 was composed of the following companies:
Benchmarking and Use of Peer Group Data
| Alphatec Holdings, Inc. | LeMaitre Vascular, Inc. | | AngioDynamics, Inc. | MiMedx Group, Inc. | | Anika Therapeutics, Inc. | NuVasive, Inc. | | Artivion, Inc. | OraSure Technologies, Inc. | | AtriCure, Inc. | Orthofix Medical Inc. | | Avanos Medical, Inc. | Pacira BioSciences, Inc. | | Bioventus Inc. | Vanda Pharmaceuticals Inc. | | CONMED Corporation | Verical Corporation | | Cutera, Inc. | ZimVie Inc. | | Integra LifeSciences Holdings Corporation | |
Executive Compensation Elements
| • | Annual cash bonuses; |
Executive Compensation Elements
| • | Long-term equity incentive awards consisting of stock option and restricted stock units with time-based vesting; and |
Base Salaries
Base Salaries Base salaries are paid in order to provide a fixed component of compensation for our NEOs and other executive officers to reward the individual value that each executive officer brings to us through experience and past and expected future contributions to our success. Base salaries may be changed depending on the compensation of comparable positions within the peer group companies and published compensation surveys, the NEO’s responsibilities, skills, expertise, experience and performance, the NEO’s contributions to the Company’s results, and the overall performance of the Company compared to its peer group and other participants within the industry. In determining any changes to base salaries, our compensation committee and board of directors rely on this information, but also exercise judgment about each individual, and take into account special circumstances. Based on these factors and the recommendation of the compensation committee, our board of directors increased the base salaries of the NEOs effective April 1, 2024 as follows: (i) Mr. Gillheeney’s annual base salary was increased from $896,875 to $932,750; (ii) Mr. Francisco’s annual base salary was increased from $415,125 to $477,394; (iii) Mr. Bilbo’s annual base salary was increased from $466,375 to $485,030; (iv) Ms. Freedman’s annual base salary was increased from $475,020 to $494,021 and (v) Mr. Grow’s annual base salary was increased from $443,700 to $461,448.
Annual Cash Bonuses
Annual Cash Bonuses As previously disclosed, in 2023 and prior years, our board of directors awarded discretionary bonuses to our executive officers. Those bonuses, while discretionary, were based significantly on the Company’s achievement of corporate performance metrics. In 2024, instead of discretionary bonuses, our board of directors tied these bonuses directly to the achievement of pre-agreed corporate performance objectives which included the Company’s net revenue, gross margin percentage and Adjusted EBITDA (excluding clinical expenses), with threshold, target and maximum goals and corresponding bonus weighting set for each metric. The annual cash bonuses for 2024 were based on Company performance with respect to net revenue (45%), gross margin (10%) and Adjusted EBITDA (45%). For each performance objective, the board of directors set a target amount (100%), as well as minimum (75%), exceed (150%) and maximum (200%) thresholds. When calculating the attainment percentage for each objective, the board of directors compared the actual result against the thresholds set at the minimum, target, exceed and maximum levels (as shown below) to determine the percentage achievement.
Annual Cash Bonuses
| Performance Objective | Minimum (75%) | Target (100%) | Exceed (150%) | Maximum (200%) | Actual Result | | Net Revenue | $450,000,000 | $470,000,000 | $490,000,000 | $510,000,000 | $482,000,000 | | Gross Margin | 76.0% | 77.0% | 77.5% | 78.0% | 76.1% | | Adjusted EBITDA (excluding clinical expenses) | $43,000,000 | $53,000,000 | $63,000,000 | $73,000,000 | $64,100,000 |
Annual Cash Bonuses
The net revenue performance objective was met at between the target and exceed levels, resulting in a 130% attainment for this metric. The gross margin performance objective was met at between the minimum and target levels, resulting in a 77% attainment for this metric, and the Adjusted EBITDA performance objective was met at between the exceed and maximum levels, resulting in a 155% attainment for this metric. The overall Company performance with respect to these goals was therefore at the 136% level. As a result, each of our currently serving NEOs received annual cash bonuses at a 136% level of their respective target bonus opportunities. Our board of directors decided it would reduce bonuses for certain of our executive officers if we had a material weakness in our internal control over financial reporting, but as of December 31, 2024, we had remediated our material weakness, and no bonus reduction was applied. Our board of directors also retained the discretion to award an executive a discretionary bonus above his or her performance-based bonus if the board of directors concluded one was warranted. For fiscal year 2024, the board of directors awarded David Francisco a $32,463 discretionary bonus above his performance-based bonus due to the remediation of our material weakness. The compensation committee and board of directors did not otherwise exercise any discretion with respect to the bonuses for 2024. Our compensation committee recommended, and our board of directors approved, a cash bonus for each NEO for fiscal 2024 equal to the amount set forth for such NEO in the table below:
Annual Cash Bonuses
| NEO | Base Salary | Target Percentage of Base Salary | Target Annual Cash Bonus | Amount Paid for 2024 | Percentage of Target | | | Gary S. Gillheeney, Sr. | $932,750 | 100% | $932,750 | $1,268,540 | 136 | | | David Francisco | 477,394 | 60% | 286,436 | 422,016(1) | 147 | %(1) | | Patrick Bilbo | 485,030 | 70% | 339,521 | 461,749 | 136 | | | Lori Freedman | 494,021 | 60% | 296,413 | 403,121 | 136 | | | Brian Grow | 461,448 | 65% | 299,941 | 407,920 | 136 | |
Annual Cash Bonuses
| (1) Reflects $389,553 annual cash bonus at the 136% level of his respective target bonus opportunity and $32,463 discretionary bonus. |
Annual Cash Bonuses
For 2025, the board of directors has again determined that the payment of any cash bonuses will be based on the achievement of pre-agreed corporate performance objectives which include the Company’s net revenue (45%), gross margin percentage (10%) and Adjusted EBITDA (45%), with minimum, target and maximum goals set for each performance objective. Our board of directors retains negative discretion to reduce the amount of a bonus award notwithstanding achievement of a performance objective. In addition, our board of directors retains the discretion to award an executive a discretionary bonus above his or her performance-based bonus if the board of directors concludes one is warranted.
Long-term Equity-Based Incentive Compensation Awards
Long-term Equity-Based Incentive Compensation Awards Long-term equity-based incentive compensation awards, if any, are awarded by the board of directors on a discretionary basis based upon the recommendation of the compensation committee after a review of the previous fiscal year’s results. Equity awards have the potential to be a significant component of each NEO’s compensation package. We emphasize equity awards to motivate our NEOs to drive the long-term performance of Organogenesis and to align their interests with those of our stockholders. We believe this emphasis is appropriate as these officers have the greatest role in establishing the Company’s direction and should have a significant proportion of their compensation aligned with the long-term interests of stockholders. Our board of directors has traditionally made annual awards of stock options and restricted stock units, or RSUs, to provide a certain amount of equity to officers that will vest as long as the officer continues to work at Organogenesis. Stock option awards, which we view as a performance-based vehicle, align the interests of our NEOs with those of our stockholders because the awards will only have value if the market value of our Common Stock increases from the date of grant. RSU awards provide a portion of the annual awards as full value awards that would not lose substantially all perceived value in a downturn of the price of our Common Stock. To encourage retention and focus our executives on building long-term value for our stockholders, we structure our annual stock option and RSU awards so that they vest over a service period of four years. The size of our annual awards for our NEOs is determined based on a total grant date fair value that is competitive with the value of equity awards granted to comparable officers at companies in our peer group. The percentages of the annual equity awards that are allocated to options and to RSUs are made each year by our board of directors upon the recommendation of our compensation committee. In fiscal 2024, our board of directors made the determination to allocate one-half of the total grant date fair value of the annual equity awards to RSU awards, with the remainder being allocated to stock option awards. Beginning in 2025, our board of directors, upon the recommendation of our compensation committee, determined that a portion of each officer’s annual equity awards would be made in the form of performance share awards (in addition to stock options and RSUs), and that the vesting and settlement of the performance share awards granted in 2025 will be based on the achievement of certain net revenue thresholds of the Company. On February 21, 2024, our board of directors approved equity awards to each of our NEOs consisting of (i) grants of stock options vesting over four years in equal annual installments with respect to a designated number of shares as follows: Mr. Gillheeney, 1,238,729 shares, Mr. Francisco, 289,915 shares, Mr. Bilbo, 338,674 shares, Ms. Freedman, 276,737 shares, and Mr. Grow, 313,636 shares; and (ii) awards of RSUs vesting over four years in equal annual installments with respect to a designated number of shares as follows: Mr. Gillheeney, 685,131 shares, Mr. Francisco, 160,350 shares, Mr. Bilbo, 187,318 shares, Ms. Freedman, 153,061 shares, and Mr. Grow, 173,469 shares. For 2025 and based on a recommendation of the compensation committee, our board of directors decided to allocate equity awards to our executive officers as follows: 50% of the total grant date fair value to RSU awards; 30% of the total grant date fair value to stock option awards; and 20% of the total grant date fair value to performance share awards. The performance share awards vest over three years based on achievement of certain net revenue thresholds of the Company.
Severance and Change of Control Benefits
Severance and Change of Control Benefits Pursuant to his employment agreement, our CEO is entitled to specified benefits in the event of the termination of his employment under specified circumstances, including termination without cause or for good reason. We provide more detailed information about these benefits under the caption “— Agreement with Mr. Gillheeney” below. We believe that severance protections in the context of a change of control transaction can play a valuable role in attracting and retaining executive officers, are an important part of an executive’s total compensation package and are consistent with competitive practices. We believe that the occurrence, or potential occurrence, of a change of control will create uncertainty regarding the continued employment of our NEOs. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. Accordingly, our board of directors has approved change in control retention agreements for each of our NEOs. These agreements provide each NEO with so-called “double trigger” benefits. In other words, the change of control does not itself trigger benefits; rather, benefits are paid if the employment of the NEO is terminated without cause during the 24-month period after the change of control. We believe a “double trigger” benefit maximizes stockholder value because it prevents an unintended windfall to executives in the event of a friendly change of control, while still providing them appropriate protections as incentives to cooperate in negotiating any change of control in which their jobs may be at risk. We also provide severance benefits in an “Event of Constructive Termination” during the 24-month period after the change of control because we believe that a termination by the executive in these circumstances is conceptually the same as a termination by us without cause, and that in the context of a change of control potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance. We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption “— Potential Payments Upon Termination, Including Termination After a Change in Control Transaction” below.
Policy Against Repricing Stock Options and Stock Appreciation Rights
Policy Against Repricing Stock Options and Stock Appreciation Rights Our 2018 Plan prohibits the repricing of stock options and stock appreciation rights without stockholder approval.
Equity Incentive Awards-Mechanics and Timing of Stock Option and other Equity Award Grants
Equity Incentive Awards-Mechanics and Timing of Stock Option and other Equity Award Grants Our compensation committee recommends and our board of directors approves all equity awards to our NEOs, including the CEO. For annual option awards, the grant date is typically during February when our compensation committee and the full board of directors meet. This schedule permits the annual awards to NEOs to be effective at or near the same date that all our employees receive their annual equity awards. Our procedure for timing of stock option awards assures that grant timing is not being manipulated for employee gain. The exercise price for all stock options to the NEOs (including the CEO) is the fair market value of our Common Stock on the date of the grant. The fair market value of our Common Stock as of any particular date is defined as the closing price of our Common Stock on that date. Although the Company does not have a formal policy regarding the timing of awards of stock options, stock appreciation rights and/or similar option-like instruments grants to our named executive officers, we do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The following table sets forth information regarding compensation earned by our NEOs.
Summary Compensation Table for Fiscal Year 2024
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Bonus ($)(3) | Non-equity incentive plan compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Gary S. Gillheeney, Sr. | 2024 | 942,506 | 2,349,002 | 2,349,999 | — | 1,268,540 | 83,632 | 6,993,679 | | President and Chief Executive Officer; | 2023 | 908,669 | 2,245,159 | 2,249,999 | 762,344 | — | 78,500 | 6,244,671 | | Principal Executive Officer | 2022 | 883,145 | 2,699,432 | 2,249,998 | 87,500 | — | 89,982 | 6,010,057 | | David Francisco | 2024 | 469,268 | 549,248 | 550,001 | 32,463 | 389,553 | 35,221 | 2,025,754 | | Chief Financial Officer; | 2023 | 419,930 | 392,080 | 608,695 | 160,902 | — | 47,687 | 1,629,294 | | Principal Financial Officer | 2022 | 405,502 | 388,676 | 323,994 | 24,300 | — | 43,339 | 1,185,811 | | Patrick Bilbo | 2024 | 489,303 | 641,725 | 642,501 | — | 461,749 | 41,356 | 2,276,634 | | Chief Operating Officer | 2023 | 472,944 | 528,622 | 821,739 | 277,944 | — | 55,606 | 2,156,855 | | | 2022 | 456,339 | 509,871 | 424,996 | 31,850 | — | 48,876 | 1,471,932 | | Lori Freedman | 2024 | 499,378 | 524,352 | 524,999 | — | 403,121 | 43,203 | 1,995,053 | | Chief Administrative and Legal Officer | 2023 | 474,259 | 450,598 | 699,999 | 317,361 | — | 52,636 | 1,994,853 | | | 2022 | 421,264 | 403,102 | 335,999 | 25,200 | — | 42,947 | 1,228,512 | | Brian Grow | 2024 | 463,800 | 594,196 | 594,999 | — | 407,920 | 33,638 | 2,094,553 | | Chief Commercial Officer | 2023 | 448,216 | 470,103 | 730,433 | 231,905 | — | 44,001 | 1,924,658 | | | 2022 | 436,612 | 434,855 | 362,498 | 28,275 | — | 48,176 | 1,310,416 |
Summary Compensation Table for Fiscal Year 2024
| (1) Represents the grant date fair value of option awards granted in fiscal years 2022, 2023 and 2024 calculated in accordance with Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC 718”). See Note 15 of the notes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table for Fiscal Year 2024
| (2) Represents the fair value of restricted stock unit awards granted in fiscal years 2022, 2023 and 2024 calculated in accordance with ASC 718. See Note 15 of the notes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table for Fiscal Year 2024
| (3) The amounts reported in this column for fiscal 2022, 2023 and 2024 represent the discretionary bonuses earned by our NEOs. |
Summary Compensation Table for Fiscal Year 2024
| (4) The amounts reported in this column for fiscal 2024 represent the bonuses received by our NEOs that are tied to the achievement of pre-agreed corporate performance metrics. |
Summary Compensation Table for Fiscal Year 2024
| (5) “All Other Compensation” for fiscal year 2024 includes: |
Summary Compensation Table for Fiscal Year 2024
(i) for Mr. Gillheeney, (a) $45,073 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $18,723, (c) $12,192 representing the cost of group term life insurance, (d) $1,350 representing the cost of long-term disability insurance premiums and (e) $6,294 representing employer matching contributions under our 401(k) plan; (ii) for Mr. Francisco, (a) $17,911 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,441, (c) $4,105 representing the cost of group term life insurance, (d) $1,250 representing the cost of long-term disability insurance premiums and (e) $4,514 representing employer matching contributions under our 401(k) plan; (iii) for Mr. Bilbo, (a) $21,512 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $8,937, (c) $6,336 representing the cost of group term life insurance, (d) $1,298 representing the cost of long-term disability insurance premiums and (e) $3,273 representing employer matching contributions under our 401(k) plan; (iv) for Ms. Freedman, (a) $24,329 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $10,107, (c) $4,128 representing the cost of group term life insurance, (d) $1,322 representing the cost of long-term disability insurance premiums and (e) $3,317 representing employer matching contributions under our 401(k) plan; and (v) for Mr. Grow, (a) $21,092 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $6,789, (c) $1,440 representing the cost of group term life insurance, (d) $1,235 representing the cost of long-term disability insurance premiums and (e) $3,082 representing employer matching contributions under our 401(k) plan. “All Other Compensation” for fiscal year 2023 includes: (i) for Mr. Gillheeney, (a) $41,554 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $17,263, (c) $12,191 representing the cost of group term life insurance, (d) $1,350 representing the cost of long-term disability insurance premiums and (e) $6,142 representing employer matching contributions under our 401(k) plan; (ii) for Mr. Francisco, (a) $17,660 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,336, (c) $3,998 representing the cost of group term life insurance, (d) $1,113 representing the cost of long-term disability insurance premiums and (e) $17,580 representing employer matching contributions under our 401(k) plan; (iii) for Mr. Bilbo, (a) $22,658 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $9,412, (c) $6,336 representing the cost of group term life insurance, (d) $1,250 representing the cost of long-term disability insurance premiums and (e) $15,950 representing employer matching contributions under our 401(k) plan; (iv) for Ms. Freedman, (a) $23,500 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $9,763, (c) $4,121 representing the cost of group term life insurance, (d) $1,254 representing the cost of long-term disability insurance premiums and (e) $13,998 representing employer matching contributions under our 401(k) plan; and (v) for Mr. Grow, (a) $20,786 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $6,691, (c) $1,440 representing the cost of group term life insurance, (d) $1,191 representing the cost of long-term disability insurance premiums and (e) $13,893 representing employer matching contributions under our 401(k) plan. “All Other Compensation” for fiscal 2022 includes: (i) for Mr. Gillheeney, (a) $47,380 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $19,684, (c) $12,191 representing the cost of group term life insurance, (d) $1,350 representing the cost of long-term disability insurance premiums and (e) $9,377 representing employer matching contributions under our 401(k) plan; (ii) for Mr. Francisco, (a) $17,874 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,425, (c) $3,855 representing the cost of group term life insurance, (d) $1,075 representing the cost of long-term disability insurance premiums and (e) $13,110 representing employer matching contributions under our 401(k) plan; (iii) for Mr. Bilbo, (a) $18,221 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,569, (c) $6,336 representing the cost of group term life insurance, (d) $1,212 representing the cost of long-term disability insurance premiums and (e) $15,538 representing employer matching contributions under our 401(k) plan; (iv) for Ms. Freedman, (a) $16,930 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,034, (c) $4,022 representing the cost of group term life insurance, (d) $1,118 representing the cost of long-term disability insurance premiums and (e) $13,843 representing employer matching contributions under our 401(k) plan; and (v) for Mr. Grow, (a) $22,930 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,381, (c) $1,427 representing the cost of group term life insurance, (d) $1,159 representing the cost of long-term disability insurance premiums and (e) $15,279 representing employer matching contributions under our 401(k) plan.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain additional information regarding grants of plan-based awards to our NEOs for our 2024 fiscal year under our 2018 Plan:
2024 Grants of Plan-Based Awards
| | Grant Date | All other stock awards: Number of shares of stock or units(1) (#) | All other option awards: Number of securities underlying options(2) (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($) | | Gary S. Gillheeney, Sr. | | | | | | | 2024 Options | 2/21/2024 | — | 1,238,729 | $3.43 | 2,349,002 | | 2024 RSUs | 2/21/2024 | 685,131 | — | — | 2,349,999 | | David Francisco | | | | | | | 2024 Options | 2/21/2024 | — | 289,915 | $3.43 | 549,248 | | 2024 RSUs | 2/21/2024 | 160,350 | — | — | 550,001 | | Patrick Bilbo | | | | | | | 2024 Options | 2/21/2024 | — | 338,674 | $3.43 | 641,725 | | 2024 RSUs | 2/21/2024 | 187,318 | — | — | 642,501 | | Lori Freedman | | | | | | | 2024 Options | 2/21/2024 | — | 276,737 | $3.43 | 524,352 | | 2024 RSUs | 2/21/2024 | 153,061 | — | — | 524,999 | | Brian Grow | | | | | | | 2024 Options | 2/21/2024 | — | 313,636 | $3.43 | 594,196 | | 2024 RSUs | 2/21/2024 | 173,469 | — | — | 594,999 |
2024 Grants of Plan-Based Awards
| (1) Restricted Stock Unit Awards (“RSUs”) |
2024 Grants of Plan-Based Awards
In February 2024, the Company awarded restricted stock units to Mr. Gillheeney, Mr. Francisco, Mr. Bilbo, Ms. Freedman and Mr. Grow, which vest in equal annual installments over four years beginning February 15, 2024, provided the NEO remains employed with the Company at the time of vesting. The fair value of these awards was determined based on the fair value of the stock on the date of grant. The aggregate grant date fair value of restricted stock units granted during the fiscal year is computed in accordance with the provisions of ASC 718.
2024 Grants of Plan-Based Awards
| (2) Stock Options |
2024 Grants of Plan-Based Awards
In February 2024, the Company awarded stock options to Mr. Gillheeney, Mr. Francisco, Mr. Bilbo, Ms. Freedman and Mr. Grow, which become exercisable in equal annual installments over four years beginning February 15, 2024, provided the NEO remains employed with the Company at the time of vesting. Each of the option awards has a ten-year term. The aggregate grant date fair value of stock options granted during the fiscal year is computed in accordance with the provisions of ASC 718. The exercise price of the options is equal to the closing price of our Common Stock on the date of grant.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal 2024 Year End
Outstanding Equity Awards at Fiscal 2024 Year End The following table sets forth information regarding outstanding stock options and restricted stock units held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal 2024 Year End
| | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) exercisable | Number of Securities Underlying Unexercised Options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Option Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Gary S. Gillheeney, Sr. | 465,392 | — | 4.04 | 4/22/2030 | 4/22/2020 | | | | | 296,467 | 98,822(2) | 13.68 | 2/16/2031 | 2/16/2021 | | | | | 332,266 | 332,266(3) | 8.03 | 2/15/2032 | 2/15/2022 | | | | | 413,845 | 1,241,536(4) | 2.51 | 2/22/2033 | 2/22/2023 | | | | | — | 1,238,729(5) | 3.43 | 2/21/2034 | 2/21/2024 | | | | | | | | | | 1,510,448 | 4,833,434 | | David Francisco | 43,239 | — | 12.74 | 2/15/2031 | 2/15/2021 | | | | | 62,966 | 20,989(2) | 13.68 | 2/16/2031 | 2/16/2021 | | | | | 47,846 | 47,846(3) | 8.03 | 2/15/2032 | 2/15/2022 | | | | | 71,973 | 215,919(4) | 2.51 | 2/22/2033 | 2/22/2023 | | | | | — | 289,915(5) | 3.43 | 2/21/2034 | 2/21/2024 | | | | | | | | | | 365,146 | 1,168,467 | | Patrick Bilbo | 142,100 | — | 3.46 | 5/4/2027 | 5/4/2017 | | | | | 101,500 | — | 3.46 | 5/4/2027 | 5/4/2017 | | | | | 224,185 | — | 4.04 | 4/22/2030 | 4/22/2020 | | | | | 61,917 | 20,639(2) | 13.68 | 2/16/2031 | 2/16/2021 | | | | | 62,761 | 62,761(3) | 8.03 | 2/15/2032 | 2/15/2022 | | | | | 97,163 | 291,491(4) | 2.51 | 2/22/2033 | 2/22/2023 | | | | | — | 338,674(5) | 3.43 | 2/21/2034 | 2/21/2024 | | | | | | | | | | 462,017 | 1,478,454 | | Lori Freedman | 40,600 | — | 5.40 | 2/21/2028 | 2/21/2018 | | | | | 177,310 | — | 4.04 | 4/22/2030 | 4/22/2020 | | | | | 50,583 | 16,861(2) | 13.68 | 2/16/2031 | 2/16/2021 | | | | | 49,618 | 49,618(3) | 8.03 | 2/15/2032 | 2/15/2022 | | | | | 82,769 | 248,307(4) | 2.51 | 2/22/2033 | 2/22/2023 | | | | | — | 276,737(5) | 3.43 | 2/21/2034 | 2/21/2024 | | | | | | | | | | 385,348 | 1,233,114 | | Brian Grow | 958 | — | 1.24 | 1/12/2025 | 1/12/2015 | | | | | 4,060 | — | 2.47 | 8/11/2025 | 8/11/2015 | | | | | 102,200 | — | 3.46 | 5/4/2027 | 5/4/2017 | | | | | 60,900 | — | 3.46 | 5/4/2027 | 5/4/2017 | | | | | 213,995 | — | 4.04 | 4/22/2030 | 4/22/2020 | | | | | 61,917 | 20,639(2) | 13.68 | 2/16/2031 | 2/16/2021 | | | | | 53,532 | 53,531(3) | 8.03 | 2/15/2032 | 2/15/2022 | | | | | 86,367 | 259,103(4) | 2.51 | 2/22/2033 | 2/22/2023 | | | | | — | 313,636(5) | 3.43 | 2/21/2034 | 2/21/2024 | | | | | | | | | | 416,993 | 1,334,378 |
Outstanding Equity Awards at Fiscal 2024 Year End
| (1) The market values of the awards set forth in this table are based on the number of awards shown multiplied by the closing price of our Common Stock on December 31, 2024 ($3.20), as reported by the Nasdaq Capital Market. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (2) The option becomes exercisable in equal annual installments over four years beginning February 16, 2021, subject to continued employment. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (3) The option becomes exercisable in equal annual installments over four years beginning February 15, 2022, subject to continued employment. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (4) The option becomes exercisable in equal annual installments over four years beginning February 15, 2023, subject to continued employment. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (5) The option becomes exercisable in equal annual installments over four years beginning February 15, 2024, subject to continued employment. |
2024 Options Exercised and Stock Awards Vested
2024 Options Exercised and Stock Awards Vested The following table sets forth the value realized by our NEOs from options to purchase Common Stock exercised by the NEOs during fiscal year 2024 and shares of Common Stock underlying unit awards that settled during fiscal year 2024. The value realized per share for options is based on the difference between the exercise price and the fair market value of our Common Stock on the date the options were exercised. The value realized upon vesting of the stock awards is based on the fair market value of the shares on the settlement date of the unit awards.
2024 Options Exercised and Stock Awards Vested
| | Option Awards | | Stock Awards (1) | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Gary S. Gillheeney, Sr. | 1,067,245 | $2,774,837 | 329,106 | $1,189,128 | | David Francisco | — | — | 73,455 | $269,766 | | Patrick Bilbo | 152,250 | 252,735 | 106,281 | $383,088 | | Lori Freedman | — | — | 89,113 | $321,574 | | Brian Grow | — | — | 94,856 | $341,384 |
2024 Options Exercised and Stock Awards Vested
| (1) These stock awards consist of (i) 25% of the RSUs granted on April 22, 2020 that vested and settled in April 2024 (except that no stock award was issued to Mr. Franscisco in April 2020 because he had not yet joined the Company), (ii) 25% of the RSUs granted on February 16, 2021 that vested and settled in February 2024, (iii) 25% of the RSUs granted on February 15, 2022 that vested and settled in February 2024, and (iv) 25% of the RSUs granted on February 22, 2023 that vested and settled in February 2024. The amounts shown in this column represent the number of shares of Common Stock underlying the RSUs vested multiplied by the closing price of our Common Stock on the vesting day without giving effect to the forfeiture of shares underlying the RSUs for tax withholding purposes. |
2024 Options Exercised and Stock Awards Vested
| (2) Computed by determining the market value per share of the shares acquired based on the difference between:(a) the per share market value of our Common Stock at exercise, defined as the closing price on the date of exercise, or the weighted average selling price if same-day sales occurred, and (b) the exercise price of the options. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction Termination (Not in Connection with a Change in Control) If Mr. Gillheeney is terminated involuntarily without cause or he resigns with good reason (not in connection with a change in control transaction), these terms as defined in the employment agreement, he is entitled to the following (subject to his execution of a release in form and substance reasonably satisfactory to us): (i) his then current annual base salary payable in 12 equal monthly installments, (ii) a continuation of benefit coverage for one (1) year, and (iii) executive outplacement services with a mutually agreeable outplacement provider for up to one (1) year. The other NEOs are not entitled to payments upon termination of their employment not in connection with a change in control transaction. Termination (Change in Control) We and each of our executive officers entered into a Change in Control Retention Agreement (the “Change in Control Agreement”). Pursuant to the Change in Control Agreement, if the executive’s employment is terminated during the twenty-four month period following a “Change in Control” (a) by us without “Cause” or (b) by the executive upon the occurrence of an “Event of Constructive Termination” (as those terms are defined in the Change in Control Agreement), the executive will receive from us: (i) a lump-sum amount equal to one times (two times in the case of Mr. Gillheeney, our Chief Executive Officer) the executive’s base annual salary and the executive’s annual target bonus, in each case at the highest rate in effect at any time during the 12 months immediately preceding the termination of the executive’s employment with us; (ii) for up to 12 months (24 months in the case of Mr. Gillheeney) following the executive’s termination of employment, payment of the difference between the cost of COBRA continuation coverage for the executive and any dependent who received health insurance coverage prior to such termination, and any premium contribution amount applicable to the executive as of such termination; and (iii) full acceleration of the vesting of any time-based equity awards held by the executive. Our obligation to provide the foregoing benefits is subject to the executive entering into a new noncompetition agreement with us and the effectiveness of a release of claims executed by the executive in favor of us. The following tables shows the potential payments due to each of our NEOs (i) upon termination of employment without cause not in connection with a change in control and (ii) upon termination of employment without cause within 24 months following a change of control; assuming such termination were to have occurred as of December 31, 2024.
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| | Termination Without Cause(1) Not in Connection with a Change in Control | | | | | | | | Salary ($) | Bonus ($) | Benefits ($)(2) | Other ($)(3) | Value of Modified Equity Awards ($)(4) | Total ($) | | Gary S. Gillheeney, Sr. | 932,750 | — | 10,017 | 282,099 | — | 1,224,866 | | David Francisco | — | — | — | 47,292 | — | 47,292 | | Patrick Bilbo | — | — | — | 65,206 | — | 65,206 | | Lori Freedman | — | — | — | 36,014 | — | 36,014 | | Brian Grow | — | — | — | 62,036 | — | 62,036 |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (1) “Cause” is defined as (a) gross negligence in the performance of assigned duties; (b) refusal to perform or discharge the duties or responsibilities assigned by the Chief Executive Officer and/or Board of Directors, provided the same are not illegal and are consistent with the duties customarily associated with your position; (c) conviction of a felony; (d) willful or prolonged unexcused absence from work; (e) falseness of any material statement in any employment application with, or resume or other written communication to the Company; or (f) the material breach of your obligations under this Agreement or the Invention, Nondisclosure and Non-Competition Agreement to the material detriment of the Company. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (2) Consists of medical and dental benefits and life insurance coverage. The value is based upon the type of insurance coverage we carried for each executive officer as of December 31, 2024 and is valued at the premiums in effect on December 31, 2024. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (3) Represents (a) for each NEO, accrued vacation pay due to the executive officer as of December 31, 2024 and (b) for Mr. Gillheeney, estimated executive outplacement services with a mutually agreeable outplacement provider for up to one (1) year. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (4) No options or restricted stock units would vest as a result of the termination of the executive officer’s employment without cause not in connection with a change of control. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| | Termination Without Cause(1) Following a Change in Control | | | | | | | | Salary ($) | Bonus ($)(2) | Benefits ($)(3) | Other ($)(4) | Value of Modified Equity Awards ($)(5) | Total ($) | | Gary S. Gillheeney, Sr. | 1,865,500 | 1,865,500 | 16,119 | 125,397 | 5,690,093 | 9,562,609 | | David Francisco | 477,394 | 286,436 | 23,472 | 47,292 | 1,317,451 | 2,152,045 | | Patrick Bilbo | 485,030 | 339,521 | 15,932 | 65,206 | 1,679,583 | 2,585,272 | | Lori Freedman | 494,021 | 296,413 | 23,472 | 36,014 | 1,404,445 | 2,254,365 | | Brian Grow | 461,448 | 299,941 | 23,669 | 62,036 | 1,513,159 | 2,360,253 |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (1) “Change in control” is defined as the occurrence of any of the following: (i) the acquisition other than by the Control Group by an individual, entity, group or any other person of beneficial ownership of more than fifty percent (50%) or more of either (x) the then-outstanding shares of Common Stock of the Company or (y) the combined voting power of the election of directors for the Company; and/or (ii) the sale of substantially all of the Company’s assets or a merger or sale of stock wherein the holders of the Company’s capital stock immediately prior to such sale do not hold at least a majority of the outstanding capital stock of the Company or its successor immediately following such sale; (iii) the Company’s stockholders approve and complete any plan or proposal for the liquidation or dissolution of the Company; and/or (iv) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequently to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (2) Amount represents 100% of the executive’s target bonus for the fiscal year in which termination of employment occurs. In the case of our CEO, the amount represents 200% of his target bonus. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (3) Represents payment of the difference between the cost of COBRA continuation coverage for the executive officer and any dependent who received health insurance coverage prior to December 31, 2024, and any premium contribution amount applicable to the executive as of December 31, 2024. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (4) Represents accrued vacation pay due to the executive officer as of December 31, 2024. |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| (5) Represents the intrinsic value, as of December 31, 2024, of all unvested stock options and restricted stock units that would vest as a result of the termination of the executive officer’s employment as of December 31, 2024, in connection with a change of control. 3,417,178 unvested shares underlying stock options held by our NEOs were excluded from the intrinsic value calculation because the underlying stock options were underwater as of December 31, 2024. |
CEO Pay Ratio
CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all of our employees other than our principal executive officer. For fiscal year 2024, the annual total compensation for Gary S. Gillheeney, Sr., our Chief Executive Officer, as reported in our Summary Compensation Table, was $6,993,679, and the annual total compensation for our median employee was $222,778, resulting in an estimated pay ratio of approximately 31:1. We identified the median employee as of December 31, 2024, by aggregating for each employee employed on that date base salary or wages actually paid in fiscal year 2024. We chose this methodology because we believed it was reasonably representative of our employee compensation. We then ranked our employees from lowest to highest using this compensation measure. This calculation was performed for all of our employees who were employed on December 31, 2024, excluding Mr. Gillheeney, which totaled 868 employees, all of whom are based in the United States. Foreign employees, which total fewer than 5% of our employees, were excluded. We selected the employee ranked 434 on the list as our “median employee” for purposes of calculating the pay ratio and then determined that employee’s annual total compensation in the same manner as we determined Mr. Gillheeney’s compensation for purposes of the Summary Compensation Table.
Pay Versus Performance
Pay Versus Performance The following table provides a summary of the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (the “Non-PEO NEOs”) as presented in the Summary Compensation Table (“SCT”), “Compensation Actually Paid,” calculated as prescribed by the SEC (“CAP”), to the PEO, the average CAP for the Non-PEO NEOs, total shareholder return (“TSR”), Net Income and the Company-selected financial measure of Net Revenue for 2024, 2023, 2022, 2021 and 2020. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our board of directors and compensation committee evaluate compensation decisions in light of company or individual performance. For discussion of how our board of directors and compensation committee seek to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” section of this proxy statement.
Pay Versus Performance
| Year | SCT total for PEO ($)(1) | Compensation actually paid to PEO ($)(2) | Average SCT total for Non-PEO NEOs ($)(3) | Average compensation actually paid to Non-PEO NEOs ($)(3)(4) | Value of initial fixed $100 investment(5) based on: | | Net Income ($ millions) | Net Revenue ($ millions) (6) | | | | | | | Total shareholder return ($) | Peer group total shareholder return ($) | | | | 2024 | 6,993,679 | 12,482,385 | 2,097,999 | 3,631,255 | 66.53 | 113.84 | 0.9 | 482.0 | | 2023 | 6,244,671 | 10,493,115 | 1,926,415 | 2,923,787 | 85.03 | 115.42 | 4.9 | 433.1 | | 2022 | 6,010,057 | (1,042,976) | 1,299,168 | (155,180) | 55.93 | 111.27 | 15.5 | 450.9 | | 2021 | 4,430,757 | 6,311,748 | 1,279,645 | 1,875,058 | 192.10 | 124.89 | 94.2 | 467.4 | | 2020 | 2,541,209 | 5,102,714 | 975,076 | 2,043,737 | 156.55 | 125.69 | 17.2 | 338.3 |
Pay Versus Performance
| (1) The PEO is Gary S. Gillheeney, Sr. |
Pay Versus Performance
| (2) To calculate CAP for the PEO, the following adjustments were made to SCT total compensation, calculated in accordance with Item 402(v) of Regulation S-K for each year shown (with equity values calculated in accordance with ASC 718): |
Pay Versus Performance
| Fiscal Year (FY) | SCT Stock Award Value & Option Award Value ($) | Fair Value of FY Equity Awards at FYE($)(i) | Change in Value of Prior Years’ Awards Unvested at FYE ($)(ii) | Change in Value of Prior Years’ Awards that Vested in FY($)(iii) | Fair Value of Awards Forfeited in FY($) | Dividends Paid in FY on Unvested Awards($) | Net Adjustment to SCT Total to Calculate CAP($) | | 2024 | (4,699,001) | 6,441,260 | 1,820,702 | 1,925,745 | — | — | 5,488,706 |
Pay Versus Performance
| (i) Valued at the fiscal year end (FYE). |
Pay Versus Performance
| (ii) Valued as of the prior FYE and as of the current FYE. |
Pay Versus Performance
| (iii) | Valued as of the prior FYE and as of the vesting date. |
Pay Versus Performance
| (3) The Non-PEO NEOs represent the following individuals for each of the years shown: David Francisco (other than 2020), Chief Financial Officer and principal financial and accounting officer, Patrick Bilbo, Chief Operating Officer, Lori Freedman, Chief Administrative and Legal Officer, and Brian Grow, Chief Commercial Officer. |
Pay Versus Performance
| (4) To calculate average CAP for the Non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with Item 402(v) of Regulation S-K for each year shown (with equity values calculated in accordance with ASC 718): |
Pay Versus Performance
| Fiscal Year (FY) | SCT Stock Award Value & Option Award Value ($) | Fair Value of FY Equity Awards at FYE($)(i) | Change in Value of Prior Years’ Awards Unvested at FYE ($)(ii) | Change in Value of Prior Years’ Awards that Vested in FY($)(iii) | Fair Value of Awards Forfeited in FY ($) | Dividends Paid in FY on Unvested Awards ($) | Net Adjustment to SCT Total to Calculate CAP($) | | 2024 | (1,155,505) | 1,584,618 | 644,160 | 459,983 | — | — | 1,533,256 |
Pay Versus Performance
| (i) Valued at the FYE. |
Pay Versus Performance
| (ii) Valued as of the prior FYE and as of the current FYE. |
Pay Versus Performance
| (iii) | Valued as of the prior FYE and as of the vesting date. |
Pay Versus Performance
| (5) The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
| (6) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2024 to our company’s performance, is Net Revenue. |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the Peer Group. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.