David Pacitti
About David Pacitti
David Pacitti, age 59, was appointed Chief Executive Officer of Avanos Medical, Inc. effective April 14, 2025, after leading Siemens Medical Solutions USA, Inc. and serving as Head of the Americas for Siemens Healthineers since 2015; he previously held senior commercial and marketing roles at Abbott Vascular after joining via Guidant’s acquisition . He holds a bachelor’s degree from Villanova University and an MBA from the University of Maryland . Under his leadership in Q2 2025, Avanos reported total net sales of $175.0 million (+1.9% YoY) and adjusted EBITDA of $17.0 million, while recognizing a $77.0 million goodwill impairment; adjusted diluted EPS was $0.17 . His 2025 CEO offer emphasizes pay-for-performance via share-price-linked PRSUs and a high at-risk bonus (110% of base) aligned with stockholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Siemens Medical Solutions USA / Siemens Healthineers | President, Head of the Americas; President & Head of Healthcare, North America | 2015–2025 | Led marketing, sales, service, and support across imaging, diagnostics, therapy; drove strategic growth and operational excellence . |
| Abbott Vascular | Division VP U.S. Commercial Ops, Sales & Marketing; VP Commercial Ops; VP Global Marketing | 2006–2015 | Oversaw North American business and key launches (first drug-eluting stent franchise; structural heart franchise) . |
| Guidant Corporation | Various roles of increasing responsibility | 1995–2006 | Built cardiovascular device commercial/marketing foundation prior to Abbott Vascular integration . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AdvaMed Medical Imaging Technology Division | Chair of Board of Directors | Not disclosed | Industry leadership and advocacy . |
| Orchestra BioMed | Director | Not disclosed | External public-company board service . |
| Siemens Foundation | Director | Not disclosed | Philanthropic/education-focused foundation board . |
| CEO Council for Growth (Greater Philadelphia Chamber of Commerce) | Member | Not disclosed | Regional economic development engagement . |
| Children’s Hospital of Philadelphia Corporate Council | Member | Not disclosed | Pediatric healthcare ecosystem advisory . |
| MUSC President’s Advisory Group | Member | Not disclosed | Academic medical advisory engagement . |
| University of Missouri NextGen Advisory Board | Member | Not disclosed | Technology/innovation advisory . |
Fixed Compensation
| Component | 2025 | 2026 Target | Notes |
|---|---|---|---|
| Base Salary ($) | $1,050,000 | — | Monthly payroll; subject to withholdings . |
| Target Bonus (% of base) | 110% | — | Based on 2025 corporate performance; payout approved in early 2026 . |
| Sign-on Cash ($) | $500,000 (paid within 30 days of start; repay if voluntary departure within 1 year) | — | Retention incentive; clawback on early voluntary departure . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PRSUs (one-time 2025 award; target grant-date value $3.5M) | Share price appreciation | Not disclosed | Stock price thresholds: 50% payout at $20.00; 100% at $25.00; 200% at $29.00; 250% at $33.00; price must be at/above threshold for 20 consecutive trading days during performance period | — | 50%/100%/200%/250% at thresholds | Cliff vest on 3rd anniversary, subject to continued employment and threshold achievement . |
| TRSUs (one-time 2025 award; grant-date value $3.5M) | Time-based | Not applicable | — | — | — | 30% vest on 1st anniversary; 30% on 2nd; 40% on 3rd; if terminated without Cause, TRSUs vest in full . |
| Annual LTI (starting 2026; target value $5.0M) | Mix determined by Compensation Committee | Not disclosed | — | — | — | Per Long Term Incentive Plan; design/mix at Committee discretion . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO required to hold five times annual base salary; executives have a three-year compliance window; guidelines count RSUs/TRSUs as owned but exclude PRSUs until vest; Committee reviews annually .
- Retention policy: executives must retain at least 50% of shares acquired under equity plans until guidelines are met; surrender allowed for taxes/exercise costs .
- Hedging/pledging: Avanos prohibits executive officer hedging or pledging transactions in Company stock .
- Beneficial ownership: specific Pacitti share count not disclosed in the 2025 proxy; he became CEO during 2025 after the proxy record date .
Employment Terms
- At-will employment; offer subject to background/drug test, work authorization, and acceptance of confidentiality, non-solicitation, and IP assignment agreement .
- Severance eligibility: Executive Severance Plan and Severance Pay Plan; change-of-control programs require double-trigger severance; no excise tax gross-ups .
- Change-of-control equity: Equity plan provides for treatment of awards if not assumed; options/SARs become exercisable and performance options deemed earned at target immediately prior to consummation; Committee may approve equitable conversion/substitution .
- Relocation: Eligible for Executive Level Relocation Program; repayment required if voluntary departure before second anniversary .
- Section 16: Company assists with codes; Form 3 on appointment and Form 4 due within two business days for equity grant .
Board Governance
- Appointment to Board: Pacitti was appointed as a director effective August 1, 2025; he is CEO and fills a Board vacancy .
- Committee roles and compensation: He will not receive compensation for Board service; committees are comprised of independent directors; standing committees include Audit, Compensation, Governance, and Compliance .
- Dual-role implications: Avanos maintains separate Chairman and CEO roles; independent directors meet without management; all non-employee directors are independent and sit on all Board committees; governance structure mitigates CEO/director independence concerns .
- Board activity: The Board met 17 times in 2024; incumbent directors exceeded 75% meeting attendance and had 100% attendance at the 2024 Annual Meeting .
Compensation Structure Analysis
- Pay mix and alignment: Compensation emphasizes variable pay via high target bonus (110% of base) and significant equity with explicit TSR proxies through share-price hurdles on PRSUs; TRSUs provide retention and reduce compensation volatility .
- Governance guardrails: Double-trigger CoC severance, clawback policy aligned with NYSE standards, prohibition on hedging/pledging, and independent compensation consultant/peer-group benchmarking support pay-for-performance integrity .
- Equity design shifts: 2024 and recent years reflect a higher proportion of PRSUs versus TRSUs for NEOs company-wide (50/50 mix in 2023–2024 vs. 75/25 in 2021), reinforcing performance orientation; Pacitti’s PRSUs are explicitly tied to multi-tier share-price thresholds .
Risk Indicators & Red Flags
- No employment contract; at-will with standard severance plans; no excise tax gross-ups; no repricing of underwater options without shareholder approval .
- Change-of-control treatment defined at plan level; Committee discretion on adjustments to financial measures to neutralize discrete items in incentive programs (positive or negative) .
- Insider restrictions: Prohibition of hedging/pledging and stock ownership/retention policies mitigate misalignment and selling pressure risk .
- Related party transactions: None reported for Pacitti under Item 404(a); not selected pursuant to any arrangement .
Performance & Track Record
| Period | Key Outcomes | Notes |
|---|---|---|
| Q2 2025 (as CEO) | Net sales $175.0M (+1.9% YoY); adjusted EBITDA $17.0M; adjusted diluted EPS $0.17; operating loss $74.5M due to $77.0M goodwill impairment | Execution in Specialty Nutrition and RFA generators; pricing/tariffs pressure in HA products; restructuring costs impacted SG&A . |
| Pre-Avanos | Led Siemens Healthineers Americas; drove strategic growth across imaging, diagnostics, therapy; launched major franchises at Abbott Vascular | Senior leadership across commercial/marketing; portfolio breadth . |
Equity Ownership & Alignment — Additional Details
| Policy/Plan | Requirement/Provision | Status |
|---|---|---|
| CEO ownership guideline | 5x base salary; 3-year compliance window | Applicable to Pacitti; compliance monitored annually . |
| Share retention | Retain at least 50% of shares until guideline met | Applies to executives; supports alignment . |
| Hedging/Pledging | Prohibited for executive officers | Company-wide governance practice . |
| Clawback | NYSE-compliant recovery for 3 completed fiscal years preceding a restatement | Applies to executive officers and VP+ per Committee policy . |
Employment Contracts, Severance & CoC Economics
| Element | Terms |
|---|---|
| Severance eligibility | Executive Severance Plan and Severance Pay Plan; details in plan docs; double-trigger CoC requirement . |
| Change-of-control award treatment | If awards are not assumed, options/SARs become exercisable; performance options deemed earned at target immediately prior to consummation; Committee may equitably convert/substitute . |
| Relocation | Executive Level Relocation Program; repayment if voluntary departure before 2nd anniversary . |
| At-will | Employment at-will; terms may be changed/rescinded . |
| Confidentiality/IP/Non-solicit | Required agreements for access to confidential info and trade secrets . |
Director Compensation
| Item | Policy | Pacitti Status |
|---|---|---|
| Cash retainer | Outside Directors only | Not paid; he will not receive compensation as a director . |
| Equity grants | Outside Directors’ Compensation Plan | Not applicable; employed director . |
| Ownership guideline (Board) | 5x annual base cash compensation for Outside Directors | Applies to Outside Directors; not applicable to Pacitti’s board seat . |
Investment Implications
- Alignment: The 2025 PRSUs directly tether Pacitti’s upside to multi-tier share price thresholds over three years, strongly aligning with TSR. The 110% target bonus and 2026 LTI target ($5M) create meaningful at-risk exposure, while TRSUs provide retention ballast .
- Retention and selling pressure: Three-year PRSU cliff vesting and 30/30/40 TRSU vesting, plus share retention policy until ownership guidelines are met, reduce near-term insider selling pressure and support continuity during transformation .
- Governance quality: Double-trigger CoC severance, prohibition on hedging/pledging, NYSE-compliant clawback, and separate Chair/CEO structure mitigate dual-role independence concerns and reinforce investor protections .
- Execution risk: Q2 2025 performance shows operational progress in SNS and RFA but also highlights margin sensitivity (tariffs/pricing) and restructuring/investment needs; PRSU hurdles require sustained share-price performance to vest, adding healthy discipline to strategic plans .