DEF 14A of Establishment Labs Holdings Inc.
Filed Apr 10, 2025 · FY20240001688757-25-000026
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our business and affairs are managed under the direction of our Board. The number of directors is fixed to seven members by our Board, subject to the terms of our Memorandum and Articles of Association. Following the recent passing of Dennis Condon, our Board currently consists of six directors, four of whom qualify as “independent” under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). The Company is in the process of interviewing candidates to fill the vacant seat. Our Board has historically been divided into three classes with staggered three-year terms. In accordance with our Amended and Restated Memorandum and Articles of Association, as approved by our shareholders at our annual meeting of shareholders held in 2023, our shareholders have approved the declassification of the Board to be phased-in over a period of three years and three annual shareholder meetings beginning with the annual meeting of shareholders held in 2024 and concluding at the annual meeting of shareholders in 2026. As the terms of the three Class I directors expire at the Annual Meeting, Class I will be declassified and directors previously in this class will be elected at the Annual Meeting to serve until our 2026 annual meeting of shareholders and until their respective successors are duly elected and qualified and, going forward, shall then be elected annually. Class II directors will continue the remainder of their respective three-year terms and will be declassified upon the expiration of their terms at the annual meeting of shareholders in 2026. Directors who were declassified at the annual shareholder meeting held in 2024 have one-year terms and shall be elected at the Annual Meeting to serve until our 2026 annual meeting of shareholders. The current remaining classification of our directors is as follows:
PROPOSAL 1: ELECTION OF DIRECTORS
| CLASSIFICATION OF THE BOARD OF DIRECTORS | | | I | The Class I directors are Juan José Chacón Quirós, Nicholas Lewin and Edward Schutter, and each of their terms will expire at the Annual Meeting; | | II | The Class II director is Leslie Gillin, and her term will expire at the annual meeting of shareholders to be held in 2026; and | | | Declassified directors are Ann Custin and Bryan Slotkin, and each of their terms will expire at the Annual Meeting. |
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board has nominated each of Juan José Chacón Quirós, Ann Custin, Nicholas Lewin, Edward Schutter and Bryan Slotkin as our five director nominees for election at the Annual Meeting for a term expiring at the annual meeting of shareholders to be held in 2026 and until their respective successors are duly elected and qualified. Each director nominee has agreed to serve as a director if elected. If the nominee is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the remaining members of the Board will, in their sole discretion and pursuant to authority granted by our Memorandum and Articles of Association, nominate and vote for a replacement director or reduce the size.
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING Below is biographical information of each director nominee. Each director nominee named below is currently a director of Establishment Labs. The ages shown are as of the date of this proxy statement.
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
| | TENURE | TERM EXPIRING | CLASS | AGE | | | Director since 2013 | 2025 Director Nominee | I - to be declassified | 53 | | | Mr. Chacón Quirós founded Establishment Labs, S.A. in 2004 and has been a director and the Chief Executive Officer of Establishment Labs since its inception in 2013 through his retirement on March 1, 2025. Mr. Chacón Quirós has been involved in several sectors of the aesthetics industry, including serving for almost a decade as General Manager of an aesthetic medical device distribution business in Latin America, and prior to that as Business Development Manager of a plastic and reconstructive surgery clinic in Costa Rica. He also served as President of the Rugby Federation of Costa Rica from 2009 to 2015. He received his Baccalaureate at the Academie de Poitiers (Economics) and attended the University of Massachusetts at Amherst. He holds the MIT Sloan Advanced Certificate for Executives (ACE) in Management, Innovation and Technology and Board Director Diploma from IMD business school in Switzerland. We believe Mr. Chacón Quirós is qualified to serve on our Board due to his service as an executive officer of our Company, extensive knowledge of aesthetic medical device company operations, and extensive experience working with companies, regulators and other stakeholders in the aesthetic medical device industry. | | | | | Juan Jose Chacón Quirós | | | | | | FOUNDER & DIRECTOR | | | | |
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
| | TENURE | TERM EXPIRING | CLASS | AGE | | | Director since 2020 | 2025 Director Nominee | N/A | 65 | | | Ms. Custin has served on our Board since July 2020. She served as Chief Financial Officer and on the board of directors of Siemens Medical Solutions Inc. from February 2012 to December 2019. Ms. Custin previously served as Chief Operating and Financial Officer of Scient’x and President and CEO USA of Draeger Medical Systems from 2004 to 2008. She has served on the board of directors of Mayne Pharma Group Ltd. since March 2022 and Volpara Health Tech from September 2021 to May 2024. Ms. Custin holds a B.A. in Accounting from Queens College, CUNY. We believe Ms. Custin is qualified to serve on our Board due to her extensive career in healthcare across Europe, the Americas, and Asia. | | | | | Ann Custin | | | | | | DIRECTOR | | | | |
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
| | TENURE | TERM EXPIRING | CLASS | AGE | | | Director since 2015 | 2025 Director Nominee | I - to be declassified | 47 | | | Mr. Lewin has served on our Board since September 2015, and as Chairman since December 2017. He has been a Managing Partner at Crown Predator Holdings since 2000 and has been a private investor since 2000. He has invested across multiple industries, with a particular focus on companies with innovative technologies and strong intellectual property, including activist situations that require working with management. He has been a director of Allurion Technologies, Inc., since October 2023, Cutera Inc. since May 2023, and GameSquare Holdings, Inc. since March 2024. Mr. Lewin has also been a director of Halo Maritime Defense Systems, a privately held provider of maritime security product and solutions, since 2007. Mr. Lewin previously served as a director of FaZe Holdings Inc., a lifestyle and medial platform rooted in gaming and youth culture, from July 2022 until its merger with GameSquare in March 2024, and Dura Medic, LLC a durable medical equipment provider, from 2006 to 2018. Mr. Lewin holds a bachelor’s degree in Political Science from Johns Hopkins University. We believe Mr. Lewin is qualified to serve on our Board due to his experience as an investor in, and director of, innovative companies, including healthcare companies. | | | | | Nicholas Lewin | | | | | | CHAIRMAN | | | | |
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
| | TENURE | TERM EXPIRING | CLASS | AGE | | | Director since 2015 | 2025 Director Nominee | I - to be declassified | 73 | | | Mr. Schutter has served on our Board since September 2015. He was Chief Executive Officer of Arbor Pharmaceuticals from 2010 to 2021. Prior to Arbor, Mr. Schutter served as President of Sciele (Shionogi U.S.) Pharmaceuticals. Prior to Sciele, he served as Vice President of Global Business development at Solvay Pharmaceuticals based in Basel, Switzerland. He has also held several senior management roles at the U.S. subsidiary of Solvay during his twenty years with the organization. He began his pharmaceutical career with Reid-Provident Labs, a small entrepreneurial pharmaceutical company based in Atlanta, GA. Mr. Schutter is a registered pharmacist with a B.S. in Pharmaceutical Sciences from Mercer University, an M.B.A. from Kennesaw State University and has completed graduate studies in International Business at Nyenrode University, Amsterdam, Netherlands. He is currently a board member of TerrAscend Corp., Vitruvias Therapeutics, Inc., and Tidal Vision Products, Inc. and has been a previous board member of several other public, private and non-profit organizations. We believe Mr. Schutter is qualified to serve on our Board due to his experience as a chief executive officer and director in the healthcare industry. | | | | | Edward Schutter | | | | | | DIRECTOR | | | | |
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
| | TENURE | TERM EXPIRING | CLASS | AGE | | | Director since 2021 | 2025 Director Nominee | N/A | 52 | | | Mr. Slotkin has served on our Board since July 2020. He is a partner with PJT Partners, Inc., a global advisory-focused investment bank, a position he has held since June 2018. Mr. Slotkin was a Partner with Discovery Land Company from July 2017 to June 2018 and a Managing Director with Goldman Sachs from May 2007 to June 2017. Mr. Slotkin holds a B.S. in Finance from Rutgers College, and a J.D. and M.B.A. from George Washington University. We believe Mr. Slotkin is qualified to serve on our Board due to his experience in the financial industry. | | | | | Bryan Slotkin | | | | | | DIRECTOR | | | | |
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
Directors shall be elected by the affirmative vote of a simple majority of the votes of those shareholders entitled to vote and voting on the election of such nominee at the Annual Meeting (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of director nominees.
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING
| | OUR BOARD RECOMMENDS A VOTE FOR EACH OF THE 5 DIRECTOR NOMINEES LISTED ABOVE. |
CONTINUING DIRECTOR
CONTINUING DIRECTOR
CONTINUING DIRECTOR
| | TENURE | TERM EXPIRING | CLASS | AGE | | | Director since 2021 | 2026 | II | 55 | | | Ms. Gillin has served on our Board since December 2020. Ms. Gillin is the Chief Growth Officer of Pagaya Technologies LTD, a position she has held since October 2021, where she oversees business development, partnerships, marketing, and leads growth for the company and its partners. Ms. Gillin has also served on the board of directors of ComScore, Inc. since January 2023. Previously, Ms. Gillin served as Chief Marketing Officer of JPMorgan Chase & Co. from January 2020 to April 2021 and as President, Co-Brand Cards from February 2017 to January 2020. Ms. Gillin has over 25 years of experience in senior executive leadership roles at Bank of America, Citi, and JP Morgan Chase. Ms. Gillin holds a B.A. in International Relations and Affairs from University of Delaware. We believe Ms. Gillin is qualified to serve on our Board due to her extensive experience in marketing and product and business development in large corporations. | | | | | Leslie Gillin | | | | | | DIRECTOR | | | | |
DIRECTOR COMPOSITION & ATTRIBUTES
DIRECTOR COMPOSITION & ATTRIBUTES The information below reflects certain information regarding the composition and demographics of our current Board.
DIRECTOR COMPOSITION & ATTRIBUTES
| INDEPENDENCE | | | | | | | Independent | | Not Independent | | | | ■ ■ ■ ■ | 67% | ■ ■ | 33% |
DIRECTOR COMPOSITION & ATTRIBUTES
| TENURE | | | | | | | | | Average tenure: 7 YEARS | | Median tenure: 7 YEARS | | | | | | 0 to 5 | | 6 to 10 | | 11+ | | | | ■ ■ ■ | 50% | ■ ■ | 33% | ■ | 17% | | AGE | | | | | | | | | Average age: 58 YEARS | | Median age: 54 YEARS | | | | | | Under 50 | | 50 to 59 | | 60+ | | | | ■ | 17% | ■ ■ ■ | 50% | ■ ■ | 33% |
IDENTIFYING AND EVALUATING DIRECTOR NOMINEES
IDENTIFYING AND EVALUATING DIRECTOR NOMINEES The Board has delegated the director selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee is responsible for identifying candidates for director nominees in consultation with management, through the use of search firms or other advisors, through recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, it is our policy that the Nominating and Corporate Governance Committee confirm that the candidates meet all of the desired qualifications, expertise and characteristics sought of Board members and established by the Nominating and Corporate Governance Committee and the Board from time to time as discussed below. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee would then meet as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee would recommend candidates for the Board's approval as director nominees for election to the Board at an annual meeting of shareholders or to fill any vacancy on the Board occurring between annual meetings of shareholders.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION We believe that granting equity and cash compensation to members of the Board represents an effective tool to attract, retain, and reward directors who are not Establishment Labs’ employees. Our policy has been and will continue to be to reimburse our directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board and committees of the Board. We have adopted a formal policy pursuant to which our non-employee directors will be eligible to receive compensation for service on our Board and committees of our Board. Each non-employee director may elect to receive the quarterly portion of their annual retainer in equity in lieu of cash.
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
2024 NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our Board during 2024:
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Stock Awards (2) (3) | Option Awards (2) (3) | Total | | Dennis Condon (4) | $56,792 | $124,962 | $— | $181,754 | | Ann Custin | $77,500 | $124,962 | $— | $202,462 | | Leslie Gillin | $65,708 | $124,962 | $— | $190,670 | | Nicholas Lewin | $100,000 | $124,962 | $— | $224,962 | | Edward J. Schutter (5) | $75,000 | $134,166 | $— | $209,166 | | Bryan Slotkin (5) | $65,000 | $132,928 | $— | $197,928 |
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
(1) In 2024, all directors elected to receive their quarterly fees in shares. The amounts listed reflect the total fair value of the shares as granted, which is based on the stock value at the end of each quarter and the total fees in cash earned each quarter by each director. (2) The aggregate grant date fair value of these awards was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 10 to the Consolidated Financial Statements included in our 2024 Annual Report. (3) The following chart sets forth the number of outstanding awarded restricted stock units and stock options held by each non-employee director as of December 31, 2024.
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Outstanding Restricted Stock Units | Outstanding Stock Options | | Dennis Condon | 2,334 | 39,780 | | Ann Custin | 2,334 | 12,000 | | Leslie Gillin | 2,334 | 12,000 | | Nicholas Lewin | 30,090 | 52,829 | | Edward J. Schutter | 2,334 | 66,780 | | Bryan Slotkin | 2,334 | 12,000 |
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
(4) Mr. Condon served on the Board until his passing in January 2025. (5) For Messrs. Schutter and Slotkin, the amounts reported in the Stock Awards column include grants for 342 and 296 restricted stock units, respectively, with a grant date value of approximately $9,000 and $8,000, respectively, that were granted to Messrs. Schutter and Slotkin in January 7, 2024, in consideration for consulting services they performed for the Company related to the private placement offering in January 2024 in addition to their services as non-employee directors. These grants vested upon award.
SUMMARY OF 2024 COMPENSATION DECISIONS
SUMMARY OF 2024 COMPENSATION DECISIONS The Compensation Committee believes that the executive compensation program objective is to reward our executives for successfully creating long-term shareholder value. The Compensation Committee utilizes a mix of stock options and restricted stock unit awards in order to link the NEOs’ interests to those of our shareholders. The Compensation Committee has also created an annual incentive plan design that utilizes a carefully calibrated set of performance objectives focused on revenue growth, operating expenses, product development, the expansion of our geographic footprint and other strategic objectives that we believe will lead to long-term value creation.
SUMMARY OF 2024 COMPENSATION DECISIONS
| Primary objective of 2024 compensation decisions | ➢ | Motivate Named Executive Officers to create long-term shareholder value |
SUMMARY OF 2024 COMPENSATION DECISIONS
| ➢Annual Long-Term Incentive Equity Awards consist of 50% Stock Options and 50% RSUs. Each of our NEOs who was employed in March 2024 received an annual equity award consisting of a combination of stock options and restricted stock unit awards. The grant date value of the awards was allocated 50% to stock options and 50% to restricted stock units. The Compensation Committee believes this weighting, with half of the grant date value awarded in stock options that will only have value if the price of our common shares appreciates after the grant date, incentivizes our NEOs to achieve long-term share growth. The restricted stock units are included as part of the annual equity award to complement the stock options and provide a “full value” equity incentive that provides a retention benefit. | |
SUMMARY OF 2024 COMPENSATION DECISIONS
| | ➢Calibrated Annual Incentive Plan Design. The Compensation Committee designed our 2024 annual incentive plan to include multiple different performance goals with assigned weightings to focus the NEOs on the achievement of objectives that we believe will lead to long-term value creation. 35% of the target bonus opportunity was tied to our achievement of revenue targets, 25% was tied to the achievement of OPEX targets, 25% was tied to the achievement of year-end cash balance targets, and the remaining 15% of the target bonus opportunity was at tied to achievement of other strategic objectives at the discretion of the board of directors. |
SUMMARY OF 2024 COMPENSATION DECISIONS
➢New Hire Awards consist of 60% Stock Options and 40% RSUs. One of our NEOs, Filippo "Peter" Caldini, joined the Company in August 2024. In connection with his appointment, Mr. Caldini was granted a new hire equity award consisting of 60% Stock Options and 40% RSUs in order to incentivize the new executive to focus on achieving growth in the price of our common shares. The remainder of this section describes our executive compensation program and the material elements of compensation awarded to, earned by or paid to the NEOs during 2024.
COMPENSATION PROGRAM AND OBJECTIVES
| | | | | | | Motivate our NEOs to create long-term shareholder value | Align the interests of our NEOs with the interests of our shareholders | Attract and retain quality executive officers | Motivate and reward high performance | Inspire teamwork and collaboration among the executives |
ROLE OF THE COMPENSATION CONSULTANT
ROLE OF THE COMPENSATION CONSULTANT In 2023, the Compensation Committee retained Semler Brossy as its independent compensation consultant. Semler Brossy assisted the Compensation Committee with the construction of the group of peer companies described below that was used by the Compensation Committee to inform compensation decisions for 2024. Semler Brossy was also engaged to conduct an independent review of our executive compensation program to provide a competitive reference on pay levels and performance alignment, and analyzed the salaries, target bonus opportunities, target cash compensation opportunities, equity award opportunities and targeted total direct compensation paid by our peer group of companies described below. The Compensation Committee is directly responsible for the appointment, compensation and oversight of Semler Brossy’s work and does not believe it has raised any conflict of interest. Semler Brossy reports only to the Compensation Committee, and does not perform services for us, except for executive and director compensation-related services on behalf of, and as instructed by, the Compensation Committee.
PEER COMPANIES
PEER COMPANIES When determining the amount of each NEO’s 2024 compensation, the Compensation Committee considered the compensation paid by the following peer companies:
PEER COMPANIES
| Artivion | Inspire Medical Systems | | AtriCure | OrthoPediatrics Corp. | | Atrion Corporation | Paragon 28 | | AxoGen | Revance Therapeutics | | Axonics | Sientra, Inc. | | BioLife Solutions | Silk Road Medical | | Cutera | STAAR Surgical Company | | Evolus | The Beauty Health Company | | Inari Medical | Treace Medical Concepts |
PEER COMPANIES
In selecting the peer groups, we evaluated publicly traded companies that are aesthetic and implantable device companies while rounding out the peer group with broader medical device companies within the healthcare equipment and supplies, life science tools and services and healthcare technology industries for potential inclusion. From this group, our objective was to position our total revenues, market capitalization and operating income at approximately the median relative to our peer group companies at the time the peer group was established. After applying these screens, we selected the 18 companies listed above. We intend to refresh our peer group later in 2025, and that new peer group will be used to inform future compensation decisions. When determining the amount of each NEO’s 2024 base salary, target bonus opportunity and long-term equity award grants, the Compensation Committee considered the compensation paid by the peer group companies. The Compensation Committee believes it is important to understand and reference what similarly-situated companies are paying their executives, and it intends to use this information as one of the data points it considers when making compensation decisions for the NEO using its business judgment. In general, the Compensation Committee’s philosophy is that each executive’s targeted total direct compensation (base salary plus target bonus plus grant date value of long-term equity awards) should be at or below the 50th percentile of the targeted total direct compensation provided by our peer companies to similarly situated executives. The Compensation Committee believes that each NEO’s targeted total direct compensation for 2024 approximated the 35th percentile of the targeted total direct compensation provided by our peer companies to similarly situated executives.
2024 ANNUAL INCENTIVE COMPENSATION OPPORTUNITY
2024 ANNUAL INCENTIVE COMPENSATION OPPORTUNITY The Compensation Committee designed our 2024 annual incentive plan to include multiple different performance goals with assigned weightings to focus the NEOs on the achievement of objectives that we believe will lead to long-term value creation. Each NEO was granted the following target bonus opportunity for 2024:
2024 ANNUAL INCENTIVE COMPENSATION OPPORTUNITY
| NEO | 2024 Target Bonus | | Juan Jose Chacón Quirós | $750,000 | | Filippo "Peter" Caldini (1) | $78,850 | | Rajbir S. Denhoy | $187,500 | | S. Ross Mansbach | $177,500 |
2024 ANNUAL INCENTIVE COMPENSATION OPPORTUNITY
(1)The target bonus opportunity for Mr. Caldini was pro-rated as 50% of his base salary commencing on his start date. The target bonus opportunity for Mr. Chacón Quirós was weighted 100% based on corporate performance. The target bonus opportunity for Messrs. Caldini, Denhoy and Mansbach was weighted 80% based on corporate performance and 20% based on individual performance.
INDIVIDUAL PERFORMANCE
INDIVIDUAL PERFORMANCE As described above, the target bonus opportunity for each of our NEOs was weighted 20% based on individual performance. Following an assessment of the respective individual performance of each of Messrs. Chacón Quirós, Caldini, Denhoy and Mansbach for 2024, the Compensation Committee determined the achievement of the individual performance factor for each executive, which was used to determine the amount of their 2024 incentive bonus payment for 2024. The following table sets forth the incentive bonus payment earned for 2024 performance for each NEO. Each NEO’s 2024 incentive bonus was earned below the executive’s target bonus amount.
INDIVIDUAL PERFORMANCE
| NEO | 2024 Bonus Earned | | Juan Jose Chacón Quirós | $487,500 | | Filippo "Peter" Caldini (1) | $60,408 | | Rajbir S. Denhoy | $135,000 | | S. Ross Mansbach | $127,800 |
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES
STRUCTURE OF 2024 ANNUAL EQUITY AWARDS
STRUCTURE OF 2024 ANNUAL EQUITY AWARDS All NEOs employed as of March 2024 received an annual equity award consisting of a combination of stock options and restricted stock unit awards. The grant date value of the awards was allocated approximately 50% to stock options and 50% to restricted stock units. The Compensation Committee believes this weighting, with half of the grant date value awarded in stock options that will only have value if the price of our common shares appreciate after the grant date, incentivizes our NEOs to achieve long-term share price growth. The restricted stock units are included as part of the annual equity award to complement the stock options and provide a “full value” equity incentive that provides a retention benefit. The stock options and restricted stock unit awards both vest over a four-year period, with 25% of the shares subject to each award vesting on each of the first four annual anniversaries of the grant date. Each executive must remain employed on each vesting date in order to vest in the applicable installment of the award.
STRUCTURE OF 2024 NEW HIRE AWARDS
STRUCTURE OF 2024 NEW HIRE AWARDS One of our NEOs, Filippo "Peter" Caldini, joined the Company in August 2024. In connection with his appointment, he was granted a new hire equity award consisting of 60% stock options and 40% restricted stock units. The Compensation Committee determined to grant his new hire award in order to incentivize him to focus on achieving growth in the price of our common shares. Like the annual equity awards, Mr. Caldini's new hire award vests over a four-year period, with 25% of the shares subject to the award vesting on each of the first four annual anniversaries of the grant date except for the first tranche which was accelerated by the Board to vest upon Mr. Caldini's appointment as interim Chief Executive Officer in March 2025. Mr. Caldini must remain employed on each vesting date in order to vest in the applicable installment of the award.
SEVERANCE BENEFITS
SEVERANCE BENEFITS We believe that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We provide severance protections to each of the currently employed NEOs under their employment agreements. As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of the currently employed NEOs would be entitled to severance benefits in the event of a termination of employment by us without “cause” or by the executive for “good reason” (as those terms are defined in each executive’s employment agreement). The severance benefits for a qualifying termination not in connection with a change in control include a payment equal to a number of months of the executive’s base salary, a pro-rata portion of any bonus actually earned for the year of termination and, for certain executives, reimbursement of the costs to continue medical benefits under COBRA for a number of months after termination of employment. We do not believe that the NEOs should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a change in control does not, in and of itself, entitle any NEO to receive severance benefits (i.e., these severance benefits are “double-trigger” benefits). The amount of severance benefits for the currently employed NEOs is enhanced for qualifying terminations in connection with a change in control, with the number of months of salary severance increased, the bonus severance component based on 100% of the executive’s target bonus instead of being pro-rated, the COBRA continuation period (if applicable) extended for additional months and the executives being entitled to 100% accelerated vesting of their outstanding equity awards. No NEO is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.
TIMING OF GRANTS OF CERTAIN EQUITY AWARDS
TIMING OF GRANTS OF CERTAIN EQUITY AWARDS We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. We do not have a formal policy regarding the timing of awards of stock options in relation to our disclosure of material nonpublic information. However, the Compensation Committee does not grant stock option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024 The following table provides information regarding the total compensation for services rendered in all capacities for our NEOs for the years ended December 31, 2024, 2023, and 2022, as applicable.
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024
| Name and Principal Position | Year | Salary | Non-equity Incentive Plan (2) | Stock Awards (1) | Option Awards (1) | All Other Compensation (3) | Total | | Juan José Chacón Quirós (4) Former Chief Executive Officer | 2024 | $733,622 | $487,500 | $665,811 | $663,044 | $51,294 | $2,601,271 | | | 2023 | $667,996 | $375,000 | $532,676 | $797,261 | $49,374 | $2,422,307 | | | 2022 | $487,720 | $376,272 | $664,778 | $998,964 | $49,373 | $2,577,107 | | Filippo "Peter" Caldini Interim Chief Executive Officer, former President | 2024 | $151,994 | $60,408 | $399,977 | $598,672 | $16,449 | $1,227,500 | | Rajbir S. Denhoy Chief Financial Officer | 2024 | $369,444 | $135,000 | $277,967 | $276,785 | $61,195 | $1,120,391 | | | 2023 | $364,583 | $93,750 | $222,367 | $332,515 | $74,869 | $1,088,084 | | | 2022 | $337,500 | $166,040 | $203,804 | $306,288 | $66,754 | $1,080,386 | | S. Ross Mansbach General Counsel and Chief Compliance Officer | 2024 | $358,761 | $127,800 | $266,246 | $265,100 | $42,245 | $1,060,152 | | | 2023 | $352,917 | $106,500 | $212,984 | $318,503 | $50,341 | $1,041,245 | | | 2022 | $127,436 | $59,592 | $— | $1,292,243 | $14,096 | $1,493,367 |
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024
(1)Amounts reported represent the aggregate grant date fair value of the stock option and stock awards granted to the NEOs in 2024. The aggregate grant date fair value of these awards was computed in accordance with FASB ASC Topic 718 and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 10 to the Consolidated Financial Statements included in our 2024 Annual Report. The options and restricted stock units granted vest in four substantially equal annual installments, subject to the NEOs’ continued employment through the vesting date. (2)Consists solely of an incentive bonus earned upon the achievement of Company and individual performance objectives. Please see the discussion of our incentive program in the Compensation Discussion and Analysis section above. (3)The components of the column entitled “All Other Compensation” are set forth in the following table:
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024
| Name | Year | Vehicle Allowance | Life Insurance Premiums | Health Insurance Premiums | Other | Total | | Juan José Chacón Quirós | 2024 | $24,000 | $11,070 | $7,224 | $9,000 | $51,294 | | | 2023 | $24,000 | $11,070 | $5,304 | $9,000 | $49,374 | | | 2022 | $24,000 | $11,070 | $5,303 | $9,000 | $49,373 | | Filippo "Peter" Caldini | 2024 | $— | $654 | $13,634 | $2,161 | $16,449 | | Rajbir S. Denhoy | 2024 | $21,000 | $1,962 | $36,369 | $1,864 | $61,195 | | | 2023 | $21,000 | $1,962 | $51,907 | $— | $74,869 | | | 2022 | $21,000 | $— | $45,754 | $— | $66,754 | | S. Ross Mansbach | 2024 | $— | $1,977 | $36,394 | $3,874 | $42,245 | | | 2023 | $— | $1,977 | $48,364 | $— | $50,341 | | | 2022 | $— | $— | $14,096 | $— | $14,096 |
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024
(4)Mr. Chacón Quirós retired from his position as Chief Executive Officer of the Company on March 1, 2025.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table summarizes all plan-based awards granted to each of the NEOs in 2024:
GRANTS OF PLAN-BASED AWARDS
| Name | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | Grant Date | Number of Shares of Stock or Units (#) | Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (4) | | | Threshold ($) (1) | Target ($) (2) | Maximum ($) (3) | | | | | | | Juan José Chacón Quirós | $— | $750,000 | $— | 3/6/2024 | 13,519 | — | $— | $665,811 | | | | | | 3/6/2024 | — | 19,236 | $49.25 | $663,044 | | Filippo "Peter" Caldini | $— | $78,850 | $— | 8/20/2024 | 9,078 | — | $— | $399,977 | | | | | | 8/20/2024 | — | 17,910 | $44.06 | $598,672 | | Rajbir S. Denhoy | $— | $187,500 | $— | 3/6/2024 | 5,644 | — | $— | $277,967 | | | | | | 3/6/2024 | — | 8,030 | $49.25 | $276,785 | | S. Ross Mansbach | $— | $177,500 | $— | 3/6/2024 | 5,406 | — | $— | $266,246 | | | | | | 3/6/2024 | — | 7,691 | $49.25 | $265,100 |
GRANTS OF PLAN-BASED AWARDS
(1)No minimum amount was set. (2)The target bonus opportunity for Mr. Caldini was pro-rated based on his start date. (3)No maximum amount was set. (4)Amounts reported represent the grant date fair value of each stock option and restricted stock unit award granted to the NEOs in 2024. The grant date fair value of these awards was computed in accordance with FASB ASC Topic 718 and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 10 to the Consolidated Financial Statements included in our 2024 Annual Report. The options and restricted stock units granted vest in four substantially equal annual installments, subject to the NEOs’ continued employment through the vesting date.
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| Name | Grant Date | OPTION AWARDS | | | | STOCK AWARDS | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | Juan José Chacón Quirós | 3/6/2024 | — | 19,236 | $49.25 | 3/6/2034 | 13,519 | $622,820 | | | 3/8/2023 | 4,551 | 13,656 | $70.91 | 3/8/2033 | 5,634 | $259,558 | | | 4/10/2022 | 13,762 | 13,762 | $63.53 | 4/10/2032 | 5,232 | $241,038 | | | 2/15/2021 | 27,942 | 9,315 | $69.49 | 2/15/2031 | — | $— | | | 4/25/2019 | 80,000 | — | $25.25 | 4/25/2029 | — | $— | | Filippo "Peter" Caldini | 8/20/2024 | — | 17,910 | $44.06 | 8/20/2034 | 9,078 | $418,223 | | Rajbir S. Denhoy | 3/6/2024 | — | 8,030 | $49.25 | 3/6/2034 | 5,644 | $260,019 | | | 3/6/2023 | 1,809 | 5,429 | $74.47 | 3/6/2033 | 2,240 | $103,197 | | | 4/10/2022 | 4,219 | 4,220 | $63.53 | 4/10/2032 | 1,604 | $73,896 | | | 2/28/2021 | 75,000 | 25,000 | $69.03 | 2/28/2031 | — | $— | | S. Ross Mansbach | 3/6/2024 | — | 7,691 | $49.25 | 3/6/2034 | 5,406 | $249,054 | | | 3/6/2023 | 1,733 | 5,200 | $74.47 | 3/6/2033 | 2,145 | $98,820 | | | 8/29/2022 | 17,398 | 17,398 | $63.55 | 8/29/2032 | — | $— |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
The options and stock awards granted vest in four substantially equal annual installments, subject to the NEOs’ continued employment through the vesting date.
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table presents information on stock options that were exercised by the NEOs in 2024, as well as any stock awards that vested in 2024:
OPTION EXERCISES AND STOCK VESTED
| Name | OPTION AWARDS | | STOCK AWARDS | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Juan José Chacón Quirós | — | $— | 4,494 | $233,815 | | Filippo "Peter" Caldini | — | $— | — | $— | | Rajbir S. Denhoy | — | $— | 1,548 | $79,399 | | S. Ross Mansbach | — | $— | 715 | $35,214 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following section describes the benefits that would have become payable to Mr. Chacón Quirós or may become payable to Messrs. Caldini, Denhoy, and Mansbach in connection with a termination of their employment with the Company and/or a change in control of the Company (as defined in the 2018 Equity Incentive Plan) as of December 31, 2024. These benefits are payable pursuant to the terms of the executive employment agreements described above. As required by applicable SEC rules, the estimated values in this section assume that the triggering event took place on December 31, 2024. The value of the accelerated equity vesting in the tables below is based on the closing price of our common shares of $46.07 on December 30, 2024, which was the last trading day of 2024. We have assumed that no executive’s severance benefits would be “cut back” under his employment agreement in order to obtain the greatest after tax-benefit after giving effect to the excise tax imposed under Section 4999 of the Code. The actual severance benefits payable to the executives may be less than the amounts reported above as a result of the application of this “cut-back”.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Potential Payment | Change in Control (No Termination) (1) | Termination without Cause or for Good Reason | Termination without Cause or for Good Reason in connection with a Change in Control | | Juan José Chacón Quirós (2) | Cash Severance | — | $1,237,500 | $1,875,000 | | | COBRA Benefits | — | 7,224 | 10,836 | | | Accelerated Vesting | $1,123,417 | — | $1,123,417 | | Filippo "Peter" Caldini | Cash Severance | — | $371,658 | $493,850 | | | COBRA Benefits | — | 27,268 | 36,358 | | | Accelerated Vesting | $454,223 | — | $454,223 | | Rajbir S. Denhoy | Cash Severance | — | $416,250 | $562,500 | | | COBRA Benefits | — | 27,277 | 36,369 | | | Accelerated Vesting | $437,112 | — | $437,112 | | S. Ross Mansbach | Cash Severance | — | $394,050 | $532,500 | | | COBRA Benefits | — | 27,295 | 36,394 | | | Accelerated Vesting | $347,875 | — | $347,875 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1)Calculated by taking all unvested outstanding grants and multiplying by the the market value of the stock on December 31, 2024 less exercise price, if applicable. (2)Mr. Chacón Quirós retired from his position as Chief Executive Officer of the Company on March 1, 2025.
CEO PAY RATIO
CEO PAY RATIO Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our Chief Executive Officer’s total compensation for 2024 was $2,601,271, and the median of the total 2024 compensation of all of our employees (excluding our Chief Executive Officer) was $30,079. Accordingly, we estimate the ratio of our Chief Executive Officer’s total compensation for 2024 to the median of the total 2024 compensation of all of our employees (excluding our Chief Executive Officer) to be 86 to 1. To identify the median employee, we compared annual pay, as of December 31, 2024, for all of our employees excluding the Chief Executive Officer, wherever they reside in the world. Employee pay rates in foreign currencies were converted to U.S. Dollars using exchange rates on December 31, 2024. We included all global employees, whether employed on a full-time or part-time basis, who were employed by us on December 31, 2024. Once the median employee was identified as described above, the employee’s annual total compensation for 2024 was determined using the same rules that apply to reporting the compensation of our NEOs (including our Chief Executive Officer) in the “Total” column of the “Summary Compensation Table for Fiscal Year 2024” above. The total compensation amounts included in the first paragraph of this pay ratio disclosure were determined based on that methodology. We believe that the pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by our peers or other public companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Pursuant to the Exchange Act, we are required to disclose in this proxy statement certain information comparing the total compensation of our Chief Executive Officer (whom we also refer to below as our “PEO”), and the average total compensation of our other named executive officers (whom we also refer to below as our “Non-PEO NEOs”), in each case both as reported in the Summary Compensation Table presented in this Proxy Statement and as “actually paid” to such named executive officers as determined pursuant to applicable SEC rules, to the Company’s performance as presented in the table below.
2024 PAY VERSUS PERFORMANCE TABLE
2024 PAY VERSUS PERFORMANCE TABLE
2024 PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for PEO (1) | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | Net Loss (thousands) | Revenue (9) (thousands) | | 2024 | $2,601,271 | $7,269,721 | $1,136,014 | $3,096,385 | $167 | $105 | $(84,596) | $166,025 | | 2023 | $2,422,307 | $304,116 | $982,650 | $(1,099,089) | $94 | $106 | $(78,502) | $165,151 | | 2022 | $2,577,107 | $5,598,317 | $1,431,876 | $1,804,293 | $237 | $100 | $(75,209) | $161,700 | | 2021 | $2,283,091 | $5,862,847 | $3,377,966 | $4,191,258 | $244 | $125 | $(41,139) | $126,682 | | 2020 | $598,158 | $2,725,698 | $474,503 | $1,794,592 | $136 | $130 | $(38,121) | $84,676 |
2024 PAY VERSUS PERFORMANCE TABLE
(1)The PEO and Non-PEO NEO for each fiscal years are as follows:
2024 PAY VERSUS PERFORMANCE TABLE
| Year | PEO | Non-PEO NEO | | 2024 | Juan José Chacón Quirós | Rajbir S. Denhoy, S. Ross Mansbach, Filippo "Peter" Caldini | | 2023 | Juan José Chacón Quirós | Rajbir S. Denhoy, S. Ross Mansbach, Paul D. Rodio | | 2022 | Juan José Chacón Quirós | Rajbir S. Denhoy, S. Ross Mansbach, Paul D. Rodio, Pratip Dastidar | | 2021 | Juan José Chacón Quirós | Rajbir S. Denhoy, Pratip Dastidar | | 2020 | Juan José Chacón Quirós | Salvador Dada Santos, Renee M. Gaeta |
2024 PAY VERSUS PERFORMANCE TABLE
(2)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments:
2024 PAY VERSUS PERFORMANCE TABLE
| Year | Executive(s) | Summary Compensation Table Total ($) | Subtract Grant Date Value of Equity Awards ($) (4) | Add Year- End Equity Value of Awards at Year-End ($) (5) | Add Change in Value of Prior Equity Awards Outstanding at Year-End ($) (6) | Add Change in Value of Vested Equity Awards ($) (7) | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions ($) (8) | Average Compensation Actually Paid ($) | | 2024 | PEO | 2,601,271 | 1,328,855 | 3,440,167 | 2,176,551 | 380,587 | — | 7,269,721 | | | Non-PEO NEOs | 1,136,014 | 694,916 | 1,654,988 | 831,239 | 169,060 | — | 3,096,385 | | 2023 | PEO | 2,422,307 | 1,329,937 | 1,738,207 | (2,601,330) | 74,869 | — | 304,116 | | | Non-PEO NEOs | 982,650 | 362,123 | 602,556 | (1,293,029) | (380,320) | 648,823 | (1,099,089) | | 2022 | PEO | 2,577,107 | 1,663,742 | 4,501,822 | 238,857 | (55,727) | — | 5,598,317 | | | Non-PEO NEOs | 1,431,876 | 1,053,108 | 1,741,392 | 184,195 | (51,051) | 449,011 | 1,804,293 | | 2021 | PEO | 2,283,091 | 1,441,771 | 3,670,133 | 1,351,394 | — | — | 5,862,847 | | | Non-PEO NEOs | 3,377,966 | 3,019,590 | 2,830,233 | 901,886 | 100,763 | — | 4,191,258 | | 2020 | PEO | 598,158 | — | 1,667,521 | 460,019 | — | — | 2,725,698 | | | Non-PEO NEOs | 474,503 | — | 1,112,862 | 312,123 | (104,896) | — | 1,794,592 |
2024 PAY VERSUS PERFORMANCE TABLE
(3)Total Shareholder Return is determined based on the value of an initial fixed investment of $100 at the close of trading on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends before consideration of income taxes. The amounts for Peer Group Total Shareholder Return consists of the NASDAQ Health Services Index. Information used in this column was obtained from the Nasdaq Stock Market, LLC, a financial data provider and a source believed to be reliable. (4)Value of equity awards from Grants of Plan-Based Awards table valued at grant date. (5)Value of unvested outstanding equity awards at the applicable fiscal year-end. (6)Change in value of unvested equity awards outstanding at the beginning of the applicable fiscal year. (7)Change in value of equity awards vested during the applicable fiscal year. (8)Value of any cancelled/forfeited equity awards during the applicable fiscal year. (9)In the Company's assessment, revenue is the financial performance measure that is the most important financial performance measure used by the Company in 2024 to link compensation actually paid to performance. Please see the Compensation Discussion and Analysis section above for a further discussion of revenue and how it is utilized in our executive compensation program.
DESCRIPTION OF RELATIONSHIP BETWEEN INFORMATION PRESENTED IN PAY VERSUS PERFORMANCE TABLE
DESCRIPTION OF RELATIONSHIP BETWEEN INFORMATION PRESENTED IN PAY VERSUS PERFORMANCE TABLE The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as presented in the table above for each of the last five fiscal years against our total shareholder return and the total shareholder return of the NASDAQ Health Services Index (each calculated as described above in footnote (3) of the table above) over that period of time. The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as presented in the table above for each of the last five fiscal years against our net loss in each of those years. The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as presented in the table above for each of the last five fiscal years against our revenue in each of those years.