Kaitlin Kestenberg
About Kaitlin Kestenberg
Kaitlin Kestenberg, 38, is Chief Operating Officer and Senior Vice President, Compliance at ADMA (effective April 1, 2024). She joined ADMA in 2012 and progressed through compliance, clinical and operations leadership roles; prior experience includes roles at Acorda Therapeutics and Merck. She holds a B.A. from SUNY Albany and an M.S.J. from Seton Hall University . Under her leadership tenure as an NEO, ADMA delivered strong operating results: in Q3 2025, revenue grew 12% YoY to $134.2M and adjusted EBITDA rose 29% YoY to $58.7M; the company raised FY2025 revenue guidance to ≥$510M and guided FY2026 to ≥$630M, citing yield-enhancement and execution momentum . For 2024 corporate goals, aggregate achievement reached 135% with a +15% individual adjustment for Ms. Kestenberg, resulting in a 150% of target bonus payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADMA | Chief Operating Officer & SVP, Compliance | Apr 2024 – Present | Enterprise operations and compliance leadership following multi-year internal promotions |
| ADMA | SVP, Compliance & Project Operations | Apr 2023 – Mar 2024 | Oversaw compliance and project operations during scale-up period |
| ADMA | VP, Compliance & Project Management; Acting Head of Analytical & Process Development | May 2021 – Mar 2023 | Led compliance/PM; interim leadership of analytical/process development |
| ADMA | VP, Compliance & Project Management | Apr 2019 – May 2021 | Expanded compliance and program management capacity |
| ADMA | Senior Director, Compliance, Project Management & Clinical Operations | Jan 2018 – Mar 2019 | Built compliance and clinical ops frameworks |
| ADMA | Clinical Research Manager (entry) → multiple promotions | 2012 – 2017 | Early-stage clinical and quality operations foundation |
External Roles
- Prior experience at Acorda Therapeutics and Merck & Co. (roles of increasing responsibility; years not disclosed) .
- No public company directorships disclosed for Ms. Kestenberg in the proxy .
Fixed Compensation
| Element | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $460,000 effective 4/1/2024; SCT shows $433,137 paid (partial year) | $575,000 (approved 2/19/2025) | 2024 base reflects promotion mid-year |
| Target Annual Bonus | 50% of base (target $230,000) | Not disclosed | Target based on base salary |
| Actual Annual Bonus Paid | $345,000 for 2024 performance (150% of target; paid Mar 2025) | — | Company corrected prior 8‑K misstatement of $293,625 to $345,000 in proxy footnote |
| Other Compensation | $37,671 (401k match, medical, life insurance) | — | ADMA provides 4% 401(k) safe harbor match; company-paid medical and life premiums |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Accelerator | Achievement | Payout Impact |
|---|---|---|---|---|
| Conformance batches; FDA-filed PAS for yield enhancement | 20% | FDA acceptance for PAS yield enhancement (+20%) | 40% | Contributed to above-target corporate score |
| FDA submission for fill-finish enhancement | 15% | — | 5% | Below target |
| Plasma collection costs/operations targets | 15% | — | 15% | Met target |
| Drug substance batches vs targets | 15% | Exceed target (+5%) | 20% | Above target with accelerator |
| IT/Finance infra and Mfg document control upgrades | 10% | — | 10% | Met target |
| Revenue above budget; OpEx in-line (ASCENIV mix) | 25% | Revenue > budget by Board target (+20%) | 45% | Strong overachievement |
| Total Corporate Achievement | — | — | 135% | Before individual adjustment |
| Individual Adjustment (Board discretion) | — | — | +15% | Ms. Kestenberg adjusted up 15% |
| Final Payout | Target 50% of base ($230,000) → Paid 150% of target = $345,000 | — | — | Paid Mar 2025 |
Long-Term Equity Incentives
| Grant Date | Instrument | Quantity | Terms | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 4/1/2024 | RSUs | 192,320 | 2024 LTIP promotion grant | — | — | In substantially equal installments on each of the first four anniversaries of grant; proxy also describes RSUs vest “quarterly on each one-year anniversary” over 4 years |
| 4/1/2024 | Stock Options | 300,328 | 2024 LTIP promotion grant | $6.54 | 4/1/2034 | 25% at 1-year; remaining 75% monthly over next 36 months |
| 2/19/2025 | RSUs | 77,784 | 2025 annual grant | — | — | Vests quarterly on each annual anniversary over 4 years |
| 2/19/2025 | Stock Options | 116,279 | 2025 annual grant | $16.07 | 2/19/2029 for full vesting; option term per plan; vests to 100% by 2/19/2029 | 25% at 1-year; remaining 75% monthly over next 36 months |
Equity mix shift: ADMA emphasizes time-based RSUs plus options; options considered performance-oriented (value only if stock appreciates). No performance (PSU) awards disclosed for Ms. K. Company maintains clawback policy compliant with SEC/Nasdaq (effective Dec 1, 2023) covering incentive comp upon restatements regardless of misconduct .
Equity Ownership & Alignment
| Ownership Detail (as of 3/31/2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 312,409 | “Less than 1%” of shares outstanding (238,532,252) |
| Directly Owned Shares | 159,241 | Included in beneficial ownership |
| Options Exercisable within 60 days | 105,088 | Counted as beneficially owned |
| RSUs Vesting within 60 days | 48,080 | Counted as beneficially owned |
| Unvested Options (not within 60 days) | 335,686 | Not counted in beneficial ownership |
| Unvested RSUs (not within 60 days) | 302,024 | Not counted in beneficial ownership |
| Shares Pledged as Collateral | None disclosed for Ms. Kestenberg; CEO has pledged 712,326 shares (governance context) | |
| Hedging/Pledging Policy | Hedging prohibited by Insider Trading Policy (Sept 2024). No blanket ban on pledging disclosed; clawback policy in effect |
Potential selling pressure: Ongoing quarterly/annual vesting of RSUs and monthly option vesting through 2028–2029 could create periodic tax-related sales upon vest/exercise; no Form 4 sale activity is summarized in the proxy, and Section 16 compliance indicates no reporting issues for Ms. K in 2024 .
Employment Terms
| Provision | Non‑CIC Termination | Change-in-Control (CIC) Termination | Notes |
|---|---|---|---|
| Severance – Salary | 12 months of base salary ($460,000 as modeled at 12/31/2024) | Lump sum equal to 15 months’ base salary ($575,000 modeled) | Exec Employment Agreements provide enhanced severance in CIC period |
| Severance – Bonus | — | 1.5x target bonus (included in lump sum per policy); payout table reflects $345,000 bonus payment “if applicable” | Double-trigger concept implied: termination in CIC period |
| COBRA Health Reimbursement | 12 months ($36,000 modeled) | 12 months ($36,000 modeled) | — |
| Equity Acceleration | None modeled in non‑CIC | Acceleration modeled: RSUs $5,334,851; Options $3,227,730 (as of 12/31/2024) | Values based on $17.15 share price on 12/31/2024 |
| Total Estimated Benefits (as of 12/31/2024) | $496,000 | $9,518,581 | Assumes all conditions met (release, covenants) |
| Clawback | Applies to incentive-based compensation; Dodd-Frank/Nasdaq compliant; no misconduct requirement | Applies | Policy effective Dec 1, 2023 |
Investment Implications
- Pay-for-performance alignment: 2024 cash incentive tied to operational KPIs (yield enhancement PAS, fill-finish, batch throughput, revenue/OpEx discipline). Corporate scorecard achieved 135% with an additional +15% individual adjustment for Ms. Kestenberg, resulting in 150% of target payout—consistent with strong reported operating execution and raised guidance into 2025–2026 .
- Retention and overhang: Significant unvested equity from 2024 promotion grant plus 2025 annual grant (RSUs 192,320 + 77,784; options 300,328 + 116,279) vests through 2028–2029, supporting retention but creating ongoing dilution and potential tax-selling cadence as tranches vest .
- Change-of-control economics: Double-trigger style CIC protections (15 months salary + 1.5x target bonus; full equity acceleration upon CIC termination) create meaningful payouts ($9.52M modeled as of 12/31/2024), which can align interests in strategic outcomes but may reduce sensitivity to downside risk post-CIC .
- Alignment/risks: No pledging disclosed for Ms. K; hedging prohibited; clawback in place—positive alignment signals. Company-level related-party transactions with entities controlled by the Grossmans persist, a governance consideration investors may monitor alongside insider ownership dynamics .
Appendix: Key 2024–2025 Compensation and Ownership Tables
Summary Compensation (Ms. Kestenberg)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 433,137 | 1,257,773 | 1,266,439 | 345,000 | 37,671 | 3,340,020 |
2025 Board-Approved Pay Actions (2/19/2025)
| 2025 Base Salary | 2024 Non-Equity Incentive Paid (Mar 2025) | 2025 RSUs (qty) | 2025 Options (qty) | Option Exercise Price |
|---|---|---|---|---|
| 575,000 | 293,625 (8‑K); proxy corrects actual to 345,000 for 2024 payout | 77,784 | 116,279 | $16.07 |
Outstanding Equity (12/31/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | RSU Market Value (at $17.15) |
|---|---|---|---|---|---|---|
| Stock Options (4/1/2024 grant) | — | 300,328 | $6.54 | 4/1/2034 | — | — |
| RSUs (4/1/2024 grant) | — | — | — | — | 192,320 | 3,298,288 |
| Legacy options/RSUs (various 2015–2023) | See table (mix of small tranches) | — | Various | Various | 118,750 (20,000 + 71,250 + 22,500 + 5,000) | 2,036,562 (343,000 + 1,221,937 + 385,875 + 85,750) |
Beneficial Ownership (3/31/2025)
| Holder | Shares Beneficially Owned | % |
|---|---|---|
| Kaitlin M. Kestenberg | 312,409 | <1% |
Footnote detail: 159,241 shares owned directly; options to purchase 105,088 shares and 48,080 RSUs vesting within 60 days; excludes 335,686 options and 302,024 RSUs not vesting within 60 days .
Policies and Governance Notes
- Clawback: Effective Dec 1, 2023; applies to incentive comp upon restatements; no misconduct requirement .
- Insider Trading Policy: Hedging/derivatives prohibited (effective Sept 2024) .
- Perquisites: Limited to 401(k) match and company-paid medical/life benefits .
Investment Implications
- Ms. Kestenberg’s incentives are tightly linked to operational throughput, yield, and revenue/expense discipline, which aligns with ADMA’s current margin expansion and growth algorithm (bonus 150% of target on 2024 execution; raised multi-year guidance) .
- The multi-year vesting runway across sizeable 2024 promotion and 2025 annual equity grants supports retention but introduces steady equity supply as tranches vest; monitor Form 4s around vest dates for potential tax-selling pressure .
- CIC economics are meaningful for Ms. Kestenberg, with full equity acceleration upon qualifying termination in CIC period (modeled $9.52M), indicating strong protection in strategic scenarios; governance offsets include a robust clawback and anti-hedging policy, though company-level related-party transactions merit continued oversight .