Ali Shorooghi
Alphatec HoldingsAbout Ali Shorooghi
Senior Vice President, Marketing at Alphatec Holdings (ATEC). Age 39; with ATEC since 2017 and in current SVP role since November 2022. Prior experience includes NuVasive (2009–2016) and Casetabs (2016–2017). Education: B.S. in Industrial & Systems Engineering (Information & Operations Management) from the University of Southern California. During his tenure in senior marketing roles, ATEC delivered 2024 revenue of $612 million (+27% YoY), expanded adjusted EBITDA margin by ~690 bps YoY, and generated $9 million of free cash flow in Q4 2024. Relative to the compensation peer group, ATEC ranked at the 75th percentile for 3-year TSR and 19th percentile for 1-year TSR as of 12/31/2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alphatec Holdings (ATEC) | SVP, Marketing | Nov 2022 – Present | Leads marketing through a period of strong growth (+27% revenue in 2024), international expansion (Japan entry), and launch of EOS Insight software platform. |
| Alphatec Holdings (ATEC) | VP, Marketing; Senior Director, Marketing | Dec 2017 – Nov 2022 | Progressive leadership across product and portfolio marketing prior to promotion to SVP. |
| Casetabs Inc. | Director, Product Management & Marketing | Apr 2016 – Dec 2017 | Supported a business that completed a successful exit to Bain Capital in 2017. |
| NuVasive, Inc. | Marketing/Product Management roles (Senior Group Manager, etc.) | 2009 – 2016 | Increasing responsibility in spine-focused marketing and product management. |
Fixed Compensation
- ATEC uses a traditional base salary plus annual cash bonus structure for executive officers. Specific base salary and bonus targets for Mr. Shorooghi are not individually disclosed.
Performance Compensation
Annual Short-Term Incentive (Company framework applicable to executive officers)
- Funding metrics and weights for 2024: Revenue (75%) and Adjusted EBITDA (25%). 2024 aggregate payout factor was 105% based on 102% payout on revenue and 114% on adjusted EBITDA. For Senior Leadership Team (including NEOs), 50% of the earned annual bonus was paid in cash and 50% in RSUs.
| 2024 Metric | Weight | Target Definition | Actual Payout | Weighted Payout |
|---|---|---|---|---|
| Revenue | 75% | Global revenue per audited 2024 financials | 102% | 76% |
| Adjusted EBITDA | 25% | Net loss adjusted for D&A, stock comp, certain non-recurring items | 114% | 29% |
| Total | — | — | — | 105% |
- Individual bonus payments for NEOs were split 50% cash / 50% RSUs using a 30-day trailing average price of $9.95 on Jan 24, 2025 and a 1.2x equity conversion factor; these RSUs vest in full on Dec 5, 2025. The 50/50 cash–equity structure applied to the broader Senior Leadership Team as a policy decision.
Long-Term Incentives (Equity)
- 2024 equity design for executive officers included PRSUs tied to one-year global revenue growth and time-based RSUs; earned PRSUs vest ratably over three years; RSUs vest ratably over three years.
- For 2024, ATEC’s year-over-year global revenue growth was 27%, equating to 107% of the performance scale and 127% of target PRSUs earned (as determined for NEOs). For that 2024 grant cohort, earned PRSUs vest one-third each on March 5, 2025, March 5, 2026, and March 5, 2027.
| LTI Component | Performance Metric | Target/Payout Scale | Actual Result | Vesting |
|---|---|---|---|---|
| PRSUs (2024 cohort) | 1-year global revenue growth | 0x at ≤20%; 1.0x at 25%; 2.5x at ≥35% (linear between points) | 27% growth; 107% of goal; 127% of target PRSUs earned (NEO determination) | Earned units vest 1/3 per year over 3 years; 2024 NEO cohort: Mar 5, 2025/26/27. |
| RSUs (annual grants) | Time-based | — | — | 1/3 per year over 3 years. |
| RSUs (2024 bonus conversion) | N/A (bonus equity in lieu of cash) | Granted at 30D avg price $9.95 with 1.2x factor | — | Vests in full Dec 5, 2025. |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; Section 16 officers 1x salary; non-employee directors 3x retainer. Five-year compliance window; un/vested time-based RSUs count; options and unearned PRSUs do not.
- Insider trading/hedging/pledging: Policy prohibits short sales, pledging/margin, collars/derivatives, and transactions in options—mitigating alignment and forced-selling risk.
- Clawback: Exchange Act 10D-compliant recovery policy adopted Dec 1, 2023; covers incentive compensation for current/former executive officers for three fiscal years preceding any required accounting restatement.
- Related-party transactions: None to report under company policy during the period disclosed.
Employment Terms
- Executive status: ATEC states it has employment agreements with all executive officers (at-will) and separate Severance and Change in Control Agreements.
- Severance Agreement (executed 7/19/2023, includes Ali Shorooghi): If terminated without cause, severance equals a lump sum of one times the higher of (a) annual target total cash compensation (base + target bonus) or (b) average annual total cash compensation over the prior three calendar years; 18 months of COBRA premiums; extension of vested option exercise period to the later of 90 days post-termination or the remaining option term; subject to a general release and other conditions.
- Change-in-control economics: Double-trigger for cash severance (CIC plus qualifying termination). Outstanding equity awards provide for automatic accelerated vesting upon a change in control. Section 280G/4999 best-net cutback applies (no excise tax gross-up).
Vesting Schedules and Potential Insider Selling Pressure
- Annual PRSUs: PRSUs earned on 2024 performance vest ratably over three years following grant; for the 2024 NEO cohort, scheduled on March 5, 2025/2026/2027—dates that can create periodic tax-withholding share sales across leadership.
- 2024 bonus RSUs: For Senior Leadership Team (including NEOs), half of the 2024 bonus was converted into RSUs that vest in full on December 5, 2025—another potential concentrated vesting date.
Performance & Track Record
- 2024 operating performance: Revenue $612M (+27% YoY), adjusted EBITDA margin +~690 bps YoY, Q4 free cash flow $9M.
- Strategic highlights: First surgery in Japan and launch of EOS Insight software platform to elevate patient care from pre-op planning to post-op assessment—commercial milestones relevant to the marketing function.
- Shareholder sentiment: Say-on-Pay passed with ~85% approval in 2024.
- Relative performance: ATEC ranked at the 90th percentile for 1-year revenue growth and 85th percentile for 3-year revenue CAGR versus its 2024 pay peer group; TSR percentile ranks were 19% (1-year) and 75% (3-year) as of 12/31/2024.
Compensation Structure Analysis
- Pay-for-performance alignment: Annual bonus metrics emphasize top-line growth (75% weight) with profitability discipline (25% adjusted EBITDA). 2024 aggregate payout at 105% indicates moderate overachievement with limited discretion.
- Increased equity linkage: PRSUs tied to absolute revenue growth and RSUs with multi-year vesting increase retention and stock-price exposure; 2024 PRSUs earned at 127% of target based on 27% revenue growth.
- Risk mitigants: Robust clawback; prohibition on hedging/pledging; multi-year vesting.
- CIC design: Double-trigger cash severance aligns with shareholder-friendly practice; however, single-trigger equity acceleration at CIC can be viewed as less protective of performance continuity.
- Ownership expectations: Section 16 officers subject to 1x salary ownership guideline within five years, supporting alignment.
Equity Ownership & Pledging (Executive-Specific)
- Individual beneficial ownership, pledged shares, exercisable/unexercisable options, or compliance with ownership guidelines for Mr. Shorooghi were not specifically disclosed in the 2025 proxy.
- Company policy forbids hedging and pledging of ATEC stock by insiders.
Employment Terms (Non-Compete/Non-Solicit/Other)
- Proxy states executives are at-will and eligible for severance/CIC arrangements; specific non-compete or non-solicit terms for Mr. Shorooghi were not disclosed in the proxy.
- Severance is contingent on executing a general release and returning company property; other standard conditions apply.
Investment Implications
- Alignment: Incentive design puts meaningful weight on revenue growth and sustained value creation via PRSUs/RSUs, with ownership guidelines and hedging/pledging prohibitions reinforcing alignment.
- Retention risk: Multi-year vesting across PRSUs/RSUs and a 1x total cash severance framework (plus COBRA) lower near-term flight risk, though SVP-level equity values (not disclosed) drive actual stickiness.
- Trading signals: Concentrated vest dates (e.g., Mar 5 cycles for PRSUs and Dec 5, 2025 for 2024 bonus RSUs) can create episodic sell pressure due to tax withholding; monitor Form 4 filings around those dates.
- Change-in-control economics: Double-trigger cash and single-trigger equity acceleration could increase realized equity value upon a transaction, a consideration for merger-arb scenarios and retention planning.
- Governance backdrop: Strong say-on-pay support (~85%), formal clawback, and no gross-ups indicate a generally shareholder-aligned compensation framework.