Bryan Slotkin
About Bryan Slotkin
Bryan Slotkin (age 52) has served as an independent director of Establishment Labs since July 2020; he is a Partner at PJT Partners (since June 2018) and previously was a Partner at Discovery Land Company (2017–2018) and a Managing Director at Goldman Sachs (2007–2017) . He holds a B.S. in Finance from Rutgers College and a J.D. and M.B.A. from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PJT Partners, Inc. | Partner | Jun 2018 – present | Global advisory-focused investment bank; financial expertise brought to Audit Committee work at ESTA . |
| Discovery Land Company | Partner | Jul 2017 – Jun 2018 | Strategic/financial role; complements board M&A and strategy oversight . |
| Goldman Sachs | Managing Director | May 2007 – Jun 2017 | Capital markets/finance experience; supports “audit committee financial expert” designation . |
External Roles
| Type | Organization/Board | Role | Notes |
|---|---|---|---|
| Employment | PJT Partners, Inc. | Partner | Current employment; no related-party transactions with ESTA disclosed . |
| Public company directorships | None disclosed | — | Skills matrix does not indicate public company board experience for Slotkin; no other public boards listed in bio . |
Board Governance
- Independence: The Board determined Mr. Slotkin is independent under Nasdaq rules .
- Committees: Member, Audit Committee (designated “audit committee financial expert”); Member, Nominating & Corporate Governance Committee .
- Chair roles: None; Audit Committee chaired by Ann Custin, Nominating & Corporate Governance chaired by Leslie Gillin .
- Board/committee activity: Board met 9 times in 2024; each director attended at least 89% of Board and committee meetings; Audit held 4 meetings, Compensation 8, Nominating 5 .
- Leadership structure: Chairman is Nicholas Lewin (roles separated from CEO) .
- Ownership/hedging policies: Director ownership guideline of $150,000 value (3x retainer); all non‑employee directors were compliant as of Mar 31, 2025; anti‑pledging and anti‑hedging prohibitions apply .
- Overboarding limit: Generally limited to not more than four additional public company boards without approval .
Committee Assignments and Roles
| Committee | Role | Key Responsibilities | Meetings (2024) |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | Oversees external auditor, financial statements, internal controls, disclosure controls, ERM (including IT/cyber), related-party transactions pre‑approval . | 4 |
| Nominating & Corporate Governance | Member | Board composition, committee structure, governance guidelines, director conflicts review (other than related party transactions handled by Audit) . | 5 |
Fixed Compensation
| Component | 2024 Policy Amounts | 2024 Earned by Slotkin |
|---|---|---|
| Board annual cash retainer | $50,000 | $50,000 (included in fees earned) . |
| Audit Committee member retainer | $10,000 | $10,000 (included in fees earned) . |
| Nominating & Corporate Governance Committee member retainer | $5,000 | $5,000 (included in fees earned) . |
| Chair retainers (if applicable) | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000 | Not applicable (not a chair) . |
| Total fees earned or paid in cash (or elected in shares) | — | $65,000; all directors elected to receive quarterly fees in shares in 2024 . |
Performance Compensation
| Equity Type | Structure | 2024 Grants/Value | Vesting/Performance Conditions |
|---|---|---|---|
| Annual RSU award | $125,000 grant-date value for non-employee directors . | Included in 2024 “Stock Awards” total; Slotkin $132,928 (includes consulting-related RSUs) . | Annual RSUs vest on the earlier of 1-year anniversary or day prior to next annual meeting, service-based; no performance metrics . |
| Initial RSU award (if newly appointed) | $125,000 grant-date value; vests 1/3 annually . | Not applicable in 2024 (Slotkin joined in 2020) . | |
| Options | Not part of standard 2024 director award; no 2024 options granted to non-employee directors . | $0 in 2024 for Slotkin . | N/A (no new options in 2024) . |
| Performance metrics tied to director pay | None disclosed for directors (executive AIP uses revenue/OPEX/cash/strategic metrics; not applicable to directors) . | — | — |
Note: In January 2024, Slotkin received 296 RSUs (~$8,000 grant-date value) for consulting services related to a private placement in addition to director service; these vested upon award .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Slotkin . |
| Compensation Committee interlocks | None reported; the proxy states no interlocks among Compensation Committee members and ESTA executive officers . |
| Shared directorships with competitors/suppliers/customers | None disclosed for Slotkin . |
Expertise & Qualifications
- Designated “Audit Committee financial expert” under SEC rules, reflecting deep finance/accounting experience .
- Skills matrix indicates strengths in Finance & Accounting, Marketing & Sales, Investor Relations/Communications, M&A, ESG, and Medtech/Healthcare/Life Sciences exposure .
- Legal training (J.D.) and MBA support governance and risk oversight contributions .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 37,559 shares (35,225 common shares + 2,334 options exercisable within 60 days) . |
| Ownership as % of shares outstanding | “*” less than 1% as of Mar 31, 2025 (asterisk denotes <1% per company table) . |
| RSUs outstanding (12/31/2024) | 2,334 RSUs . |
| Stock options outstanding (12/31/2024) | 12,000 options outstanding (of which 2,334 were exercisable within 60 days as of Mar 31, 2025) . |
| Pledging/hedging | Prohibited by company policy; no pledging allowed, hedging banned . |
| Director ownership guideline | $150,000 value (3x retainer); all non‑employee directors compliant as of Mar 31, 2025 . |
Recent Insider Trades and Filings
| Date | Security | Amount/Type | Notes |
|---|---|---|---|
| Jan 7, 2024 | RSUs | 296 RSUs (~$8,000 grant-date value) | For consulting services related to Jan 2024 private placement; vested on grant; Form 4 filed Mar 5, 2024 (late) . |
Governance Assessment
- Positives: Independent director with capital markets and M&A depth; designated Audit Committee financial expert; serves on Audit and Nominating committees; board/committee attendance across directors ≥89% in 2024; strong anti‑hedging/anti‑pledging policy; director ownership guideline met, indicating alignment .
- Alignment: 2024 director pay skewed toward equity (stock awards exceeded cash fees), plus compliance with director ownership guidelines; beneficial ownership of 37,559 shares; no pledging permitted .
- Potential watch items: One late Form 4 filing in 2024 related to a small consulting RSU grant while serving as director; while modest and disclosed, director consulting around a capital raise can be a perception risk—monitor recurrence and committee oversight of such engagements .
- Conflicts/related parties: No related‑party transactions disclosed involving Slotkin; director consulting RSUs were disclosed within director compensation rather than related‑party transactions .
- Interlocks/overboarding: No compensation committee interlocks; no other public company boards disclosed for Slotkin; company has a formal overboarding policy limiting additional boards absent approval, mitigating overcommitment risk .