Deborah Kaster
About Deborah Kaster
Deborah Kaster, 55, is Adagio Medical Holdings’ Chief Financial Officer and Chief Business Officer; she became CBO in April 2025 and added CFO, principal financial officer, and principal accounting officer responsibilities effective September 5, 2025 . She holds a B.A. in Economics from Cornell University and an M.B.A. in Finance and Strategy from The Wharton School; prior roles include VP of Investor Relations at Shockwave Medical and Managing Director at Gilmartin Group, with earlier experience in business development at Kyphon and medical device investment banking at Piper Jaffray/U.S. Bancorp . The company has not disclosed TSR, revenue growth, or EBITDA growth metrics tied specifically to her performance for 2025 to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shockwave Medical, Inc. | Vice President, Investor Relations | 2020–2024 | Led IR program; supported corporate strategy, financial forecasting, and investor/analyst communications |
| Gilmartin Group LLC | Managing Director | 2015–2020 | Advised medtech companies on strategy and capital markets communications |
| Kyphon, Inc. | Business Development leader | Not disclosed | Ran BD at a public medtech company (transactional and strategic partnerships) |
| Piper Jaffray/U.S. Bancorp Piper Jaffray | Investment Banker, Medtech | Not disclosed | Covered medical device sector M&A/financings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed |
Fixed Compensation
| Component | Terms | Effective Date/Status |
|---|---|---|
| Base Salary | $366,000 annual base salary | Effective Sept 5, 2025 |
| Contingent Salary Increase | Eligible for at least a 4% increase upon closing of a Board-approved equity financing raising ≥$5 million; such financing occurred in October 2025 | Trigger satisfied Oct 2025 (exact new salary not disclosed) |
| Benefits | Standard executive-level benefits | Ongoing |
Performance Compensation
| Incentive Type | Target/Opportunity | Metrics/Determination | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Annual Performance and Retention Bonus (cash) | Up to 40% of base salary | Discretionary; specific quantitative metrics not disclosed | Annual cash bonus; prorated upon certain terminations (see Employment Terms) | N/A |
| Stock Options (Time-based) | 728,000 options out of 819,000 total grant (April 2025) | Time-based only | N/A | 25% (182,000 options) vests on April 1, 2026; remaining 75% vests in 36 equal monthly installments thereafter, subject to continued employment |
| Stock Options (Change-in-Control tranche) | 91,000 options out of 819,000 total grant (April 2025) | CoC-based (consideration > $250,000,000) | N/A | Vests immediately upon consummation of a qualifying Change in Control, subject to continued employment through closing |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Oct 24, 2025) | 0 shares of common stock; <1% ownership |
| Options/RSUs exercisable/vestable within 60 days (as of Oct 24, 2025) | 0 (initial cliff for time-based options is April 1, 2026) |
| Unvested Equity (indicative) | 728,000 time-based options unvested; 91,000 CoC-based options contingent on qualifying CoC |
| Pledging/Hedging | Prohibited: no pledging, hedging, short sales, or margin accounts permitted for insiders |
| Insider Trading Controls | Blackouts around quarters; mandatory pre-clearance; 10b5-1 plans permitted with cooling-off periods |
| Stock Ownership Guidelines | Compensation Committee monitors any guidelines; specific executive multiples not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Roles | Chief Business Officer since April 2025; Chief Financial Officer and principal financial/accounting officer effective Sept 5, 2025 |
| Employment Status | At-will employment |
| Severance (Non-CoC Qualifying Termination) | 6 months base salary continuation plus prorated bonus opportunity, subject to release |
| Severance (CoC Double-Trigger Window) | If termination without Cause or for Good Reason occurs from 3 months before to 12 months after a CoC: 12 months base salary plus lump sum equal to target annual bonus (prorated), subject to release |
| CoC Equity Acceleration | Separate 91,000-option tranche vests immediately upon qualifying CoC with total stockholder consideration > $250,000,000 (single-trigger for that tranche), subject to continued employment through closing |
| Clawback | Company-wide clawback policy compliant with Rule 10D-1; recovers excess incentive comp over prior 3 completed fiscal years following a restatement |
Compensation Structure Analysis
- Mix and risk: 2025 package emphasizes at-risk pay via sizable option grant (819,000 options), with the majority time-based over four years, aligning retention; cash bonus is discretionary up to 40% of salary, with no preset metric disclosure, which increases committee discretion .
- Vesting-driven selling pressure: First vesting event on April 1, 2026 (25% of the 728,000 time-based option tranche) could create an initial liquidity event; thereafter, monthly vesting may smooth supply .
- CoC incentives: Immediate vesting of a 91,000-option tranche upon a sale exceeding $250M consideration creates a potential alignment with value-creating strategic outcomes, while severance is double-triggered in the CoC window (12 months salary plus prorated target bonus) .
- Governance guardrails: Company prohibits pledging and hedging and maintains a 10D-compliant clawback, mitigating misalignment and misconduct risk .
Performance & Track Record
- Company commentary highlights Ms. Kaster’s immediate impact in driving strategic initiatives and partnerships since joining in 2025, and the company executed an equity financing in October 2025 that triggered her salary step-up provision (≥4%) .
- No TSR, revenue growth, or EBITDA growth performance metrics have been disclosed that are specifically tied to her 2025 incentive outcomes .
Investment Implications
- Alignment and retention: Near-zero current share ownership but substantial unvested, time-based options with a 2026 cliff and monthly vesting thereafter signal strong retention hooks and limit near-term selling pressure; prohibited pledging/hedging further aligns interests .
- Deal optionality: A discrete 91,000-option tranche accelerates on a >$250M CoC, offering upside leverage to strategic outcomes while severance remains double-triggered, balancing alignment with shareholder value creation against windfall risk .
- Pay-for-performance: Bonus is discretionary up to 40% of salary without disclosed quantitative targets, increasing committee flexibility but reducing transparency; the company’s clawback policy provides a backstop on incentive integrity .
- Near-term catalysts: The initial option cliff on April 1, 2026, and ongoing monthly vesting are the primary dates to monitor for potential insider selling activity, subject to trading windows and pre-clearance/10b5-1 plans .