Mojirade A. James
Senior Vice President, General Counsel and Secretary at AVNS
Executive
About Mojirade A. James
Senior Vice President, General Counsel and Secretary at Avanos Medical (appointed July 2021). She is 58, with 25+ years of legal experience spanning development and commercialization of drugs, biologics and vaccines, and prior roles at Tmunity Therapeutics, Iroko Pharmaceuticals, Wyeth, Pfizer and Shearman & Sterling . 2024 performance context: Avanos reported net sales of $687.8M, adjusted EBITDA of $107.6M and free cash flow of $83M; management executed on a transformation with portfolio focus and cost actions, while incentive plans tied to free cash flow and ROIC showed mixed achievement (details below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tmunity Therapeutics | Executive Vice President, Chief Legal & Compliance Officer | 2018–2021 | Led legal and compliance during development of innovative cell therapy programs |
| Iroko Pharmaceuticals | SVP, General Counsel & Corporate Secretary | 2012–2017 | Senior legal leadership for a specialty pharma portfolio |
| Wyeth; Pfizer | Attorney | Not disclosed | Legal roles supporting biopharma operations |
| Shearman & Sterling | Attorney | Not disclosed | Big Law experience underpinning corporate and securities matters |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 440,004 | 457,500 | 471,500 |
| Target Bonus (% of salary) | 60% | 60% | 60% |
| Actual Annual Incentive ($) | 293,525 | 232,502 | 230,429 |
Notes:
- 2024 base salary increase effective April 1, 2024 to $473,800 .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Results
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Net Sales ($M) | 30% | 670 | 690 | 710 | 687.7 | 89% |
| Adjusted EBITDA ($M) | 40% | 100 | 110 | 120 | 107.8 | 78% |
| Strategic Initiatives | 30% | — | — | — | Committee assessment | 80% |
| Total AIP Payout (as % of target) | — | — | — | — | — | 81.5% |
Strategic initiatives included organic growth targets in Pain Management & Recovery (ex-HA), transformation savings, working capital reduction, RH business separation, integration and tuck-in M&A; no multiplier goals were met in 2024 .
Long-Term Incentives (LTI)
- 2024 LTI target grant value: $1,175,000, split 50% time-based RSUs (TRSUs) and 50% performance RSUs (PRSUs) (30,695 units each) .
- TRSU vesting: One-third annually on 3/6/2025, 3/6/2026, 3/6/2027 (continued service required) .
- PRSU design: Three-year program (2024–2026) with equal weighting to Free Cash Flow (FCF) and year-over-year ROIC; payout 0–200%; vests 3/6/2027 based on cumulative results .
PRSUs – 2024 Performance Snapshots
| Grant | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|---|
| 2024 PRSUs | Free Cash Flow ($M) | 50% | 60 | 75 | 90 | 83 | 76.3% |
| 2024 PRSUs | YoY ROIC (%) | 50% | 5.0 | 6.0 | 7.0 | 5.1 | 27.5% |
| Total 2024 Portion | — | — | — | — | — | 103.8% |
| Grant | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|---|
| 2023 PRSUs | Free Cash Flow ($M) | 50% | 65 | 80 | 95 | 83 | 59.6% |
| 2023 PRSUs | YoY ROIC (%) | 50% | 4.9 | 5.9 | 6.9 | 5.1 | 30.0% |
| Total 2024 Portion | — | — | — | — | — | 89.6% |
| Grant | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|---|
| 2022 PRSUs | YoY Net Sales Growth (%) | 50% | 3.0 | 5.0 | 6.5 | 3.3 | 28.8% |
| 2022 PRSUs | YoY ROIC (%) | 50% | 4.9 | 5.9 | 6.9 | 5.1 | 30.0% |
| Total 2024 Portion | — | — | — | — | — | 58.8% | |
| Final 3-year Payout (2022 PRSUs) | — | — | — | — | — | 59.6% |
Equity Ownership & Alignment
- Beneficial ownership: 78,271 shares as of March 1, 2024; less than 1% of outstanding shares (46,204,099) . For comparison, ownership was 40,367 shares as of March 1, 2023 .
- Ownership guidelines: Named executive officers must hold stock valued at 2x base salary; RSUs (time-based) count; PRSUs excluded until vested. James meets the ownership guideline . Retention rule: executives must retain at least 50% of shares acquired from equity awards until compliant .
- Hedging/pledging: Hedging transactions and pledging of company stock are prohibited for executives .
- Clawback: NYSE-compliant policy mandates recovery of erroneously awarded incentive compensation upon a required financial restatement (applies to executive officers and VP+ designees) .
Unvested equity detail (as of proxy disclosure)
| Grant Year | TRSUs (#) | PRSU Actual Payout (#) | Target PRSUs (#) |
|---|---|---|---|
| 2022 | 20,233 | 8,039 (actual payout for 2022 cycle) | — |
| 2023 | 20,339 | — | 20,339 |
| 2024 | 30,695 | — | 30,695 |
Employment Terms
- Plans in place: Executive Severance Plan (double-trigger change in control—CoC) and a broad Severance Pay Plan; executives become eligible for CoC benefits only upon a qualifying termination within two years post-CoC .
- Potential payments for Mojirade A. James (illustrative amounts per proxy):
- Qualified termination in connection with a CoC: Cash $1,791,700; equity with accelerated vesting $1,682,206; continued benefits/other $15,247; Total $3,489,153 .
- Involuntary termination (no CoC): Cash $1,131,600; continued benefits/other $19,252; Total $1,150,852 .
- Death: Cash $1,230,500; equity $824,678; Total $2,055,178 .
- Disability: Cash $282,900; equity $824,678; Total $1,107,578 .
- No excise tax gross-ups on CoC payments (company practice) .
- Clawback policy applies to incentive-based compensation (see above) .
- Insider trading policy requires pre-clearance and bars hedging/pledging .
Multi‑Year Compensation (Summary)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 440,004 | 457,500 | 471,500 |
| Stock Awards (Grant‑date fair value) | 1,124,966 | 1,175,187 | 1,175,000 |
| Non‑Equity Incentive Plan Compensation | 293,525 | 232,502 | 230,429 |
| All Other Compensation | 26,005 | 38,663 | 36,292 |
| Total | 1,884,500 | 1,903,852 | 1,913,221 |
Additional Governance and Program Design Notes
- Peer group used for NEO benchmarking included Accuray, AngioDynamics, CONMED, ConvaTec, Globus, ICU Medical, Insulet, Integer, Integra, Lantheus, Masimo, Merit Medical, Nevro, Orthofix (revenues ranged ~$324M–$2.26B; Avanos 2024 net sales $687.8M) .
- Independent compensation consultant: Meridian Compensation Partners; no conflicts identified .
Investment Implications
- Pay-for-performance architecture is credible: cash AIP ties to net sales and EBITDA with strategic levers; LTI emphasizes FCF and ROIC, reinforcing cash discipline and asset efficiency—supportive of deleveraging and capital allocation quality .
- Alignment appears solid: James meets stock ownership guidelines; retention, hedging and pledging restrictions reduce misalignment and forced-sale risks .
- Vesting/supply dynamics: TRSUs from 2022–2024 vest annually through 2027; PRSUs pacing depends on FCF/ROIC outcomes (recent performance shows near-target for 2024 PRSUs’ 2024 tranche, sub‑target for prior cycles), moderating insider selling pressure barring a CoC .
- CoC risk: Double‑trigger structure tempers windfall risk; disclosed cash and equity acceleration quantum for a CoC termination (~$3.49M) frames potential event‑driven supply but only upon termination .