Edward Schutter
About Edward Schutter
Edward J. Schutter, age 73, has served as an independent director of Establishment Labs Holdings (ESTA) since September 2015 and currently chairs the Compensation Committee and serves on the Audit Committee . Schutter is a former CEO of Arbor Pharmaceuticals (2010–2021) with prior senior roles at Sciele (Shionogi U.S.) and Solvay Pharmaceuticals; he began his pharma career at Reid-Provident Labs . He holds a B.S. in Pharmaceutical Sciences from Mercer University, an M.B.A. from Kennesaw State University, and completed graduate studies in International Business at Nyenrode University (Amsterdam) . The Board has determined he is independent under Nasdaq rules; in 2024, directors attended at least 89% of Board and committee meetings (nine total Board meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbor Pharmaceuticals | Chief Executive Officer | 2010–2021 | Led growth and operations as CEO |
| Sciele (Shionogi U.S.) Pharmaceuticals | President | Not disclosed (prior to Arbor) | Commercial leadership |
| Solvay Pharmaceuticals (U.S. and Global) | VP Global Business Development (Basel) and U.S. senior roles | ~20 years (dates not disclosed) | Business development; global expansion |
| Reid-Provident Labs | Early career appointment | Not disclosed | Entrepreneurial pharma experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TerrAscend Corp. | Board Member | Current (as of 2025) | Cannabis operator (no direct ESTA competitive overlap disclosed) |
| Vitruvias Therapeutics, Inc. | Board Member | Current (as of 2025) | Generic pharmaceuticals |
| Tidal Vision Products, Inc. | Board Member | Current (as of 2025) | Materials/bioproducts; potential supply chain adjacency not disclosed |
| Intrance Medical | Board Member | Disclosed in 2024 proxy | Not listed as current in 2025 proxy |
Board Governance
- Independence: The Board determined Schutter is independent under Nasdaq listing standards .
- Committee assignments (2024 activity levels):
- Compensation Committee: Chair; met 8 times in 2024 .
- Audit Committee: Member; met 4 times in 2024 .
- Board structure: Chairman (Nicholas Lewin) separate from CEO; Board declassification phased 2024–2026 .
- Attendance: Nine Board meetings in 2024; each director attended at least 89% of Board and committee meetings; 83% attended the 2024 annual meeting .
- Overboarding policy: Generally limited to four additional public company boards; directors must notify Nominating & Governance before accepting other public boards .
- Anti-pledging/hedging policy: Insiders may not pledge, hedge, or trade derivatives on ESTA securities; pre-clearance and blackout rules apply .
Fixed Compensation
| Component (2024 policy) | Amount (USD) | Role-specific notes | Actual cash fees (2024) |
|---|---|---|---|
| Board annual retainer | $50,000 | All non-employee directors | $75,000 (sum of retainer + committee fees) for Schutter |
| Compensation Committee Chair | $15,000 | Schutter chairs this committee | Included in $75,000 |
| Audit Committee member | $10,000 | Schutter member (non-chair) | Included in $75,000 |
| Nominating & Governance member (if applicable) | $5,000 (Chair $10,000) | Not applicable to Schutter | — |
- Directors may elect to receive quarterly retainer in equity in lieu of cash .
Performance Compensation
| Equity Component | Grant Value/Units | Timing/Vesting | 2024 Option Awards |
|---|---|---|---|
| Annual RSU grant | $125,000 grant-date value; one-year cliff to next AGM or 1-year anniversary | Vests at earlier of next AGM or 1-year anniversary (service condition) | $0 (no option awards for directors in 2024) |
| Consulting RSU grant (one-off) | 342 RSUs; ~$9,000 grant-date value; granted Jan 7, 2024 | Vested upon award for consulting related to January 2024 private placement | — |
Compensation Committee’s 2024 annual incentive design for NEOs (Schutter chaired):
| Performance Metric | Weight | Notes |
|---|---|---|
| Revenue | 35% | Top-line focus |
| Operating Expenses (OPEX) | 25% | Cost discipline |
| Year-end Cash Balance | 25% | Liquidity management |
| Strategic Objectives (Board discretion) | 15% | Strategic milestones |
| 2024 Corporate Performance Factor Achieved | 65% | Applied to NEO bonuses |
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock/Conflict with ESTA |
|---|---|---|
| TerrAscend Corp. | Public | Cannabis industry; no disclosed transactions with ESTA |
| Vitruvias Therapeutics, Inc. | Private | Pharma; no disclosed transactions with ESTA |
| Tidal Vision Products, Inc. | Private | Materials; no disclosed transactions with ESTA |
- Compensation Committee interlocks: None; no officers on ESTA’s Compensation Committee and no reciprocal interlocks disclosed .
Expertise & Qualifications
- Registered pharmacist; B.S. Pharmaceutical Sciences (Mercer University); M.B.A. (Kennesaw State); graduate studies in International Business (Nyenrode University) .
- CEO and senior operating experience across pharma (Arbor, Sciele/Shionogi, Solvay) .
- Board skills: marketing/sales, finance/accounting, M&A, ESG; Board skills matrix shows broad coverage across commercial and finance disciplines .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components/Notes |
|---|---|---|---|
| Edward J. Schutter | 376,144 | 1.30% | 373,810 common shares + 2,334 options exercisable within 60 days |
| Outstanding RSUs (director) | 2,334 units as of Dec 31, 2024 | — | RSUs outstanding (director-level) |
| Outstanding Options (director) | 66,780 options as of Dec 31, 2024 | — | Legacy grants; only 2,334 counted as exercisable within 60 days for beneficial ownership |
- Director Ownership Guidelines: Non-employee directors must hold shares equal to $150,000 (3x annual cash retainer); as of March 31, 2025, all non-employee directors are compliant .
- Anti-pledging/hedging: Company policy prohibits pledging and hedging transactions for Insiders .
Insider Trades
| Date of Report | Transaction Date | Security | Quantity | Nature | Notes |
|---|---|---|---|---|---|
| Mar 5, 2024 (Form 4) | Jan 7, 2024 | RSU | 342 | Grant | Consulting compensation related to January 2024 private placement; reported late per Section 16(a) disclosure |
- Section 16(a) compliance: The company disclosed late Form 4s on Mar 5, 2024 for Schutter and Slotkin related to Jan 7, 2024 grants; additional late filings in Mar 2024 for executive annual grants .
Director Compensation (2019–2024 Context)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | $75,000 |
| Stock Awards (Grant-Date Fair Value) | $154,988 | $134,166 (includes 342 consulting RSUs ~$9,000) |
| Option Awards | $0 | $0 |
| Total | $229,988 | $209,166 |
Compensation Structure Analysis
- Cash vs equity mix: Cash unchanged at $75,000; equity declined from ~$155k (2023) to $134k (2024), though 2024 included an additional consulting RSU ($9k) outside the standard annual director grant .
- Director consulting compensation: One-off RSU grant for consulting services tied to a private placement (January 2024) — uncommon for director pay and a potential conflict signal; Audit Committee/Board should ensure robust recusal and independent approval processes for such engagements .
- Ownership alignment: Director ownership guidelines and anti-pledging policies strengthen alignment and risk controls; Schutter is compliant as of March 31, 2025 .
Say-On-Pay & Shareholder Feedback
- Say-on-pay approval: 2024 support >91% ; 2023 support >97% .
- Implication: Strong endorsement of Compensation Committee oversight (chaired by Schutter) and overall pay design .
Related-Party Transactions
- No related-party transactions disclosed involving Schutter. Related-party revenue and agreements disclosed pertain to entities associated with former CEO Juan José Chacón Quirós and his brother’s clinic (training services), not Schutter .
Governance Assessment
- Strengths:
- Independent director with deep pharma operating experience; chairs Compensation Committee and serves on Audit Committee .
- High Board/committee attendance; formal anti-pledging/hedging and ownership guidelines; robust committee activity (Compensation: 8; Audit: 4 in 2024) .
- Strong shareholder support for pay (91% in 2024; 97% in 2023), reflecting confidence in compensation oversight .
- Potential red flags:
- Consulting RSU grant to a sitting director for private placement work (342 RSUs, ~$9k, vested on award) may raise conflict optics; ensure full Audit/Comp Committee oversight, disclosure, and recusal procedures .
- Late Section 16(a) filings for the consulting grant (and certain executive grants) — minor process control issue to monitor .
- Overall: Governance quality appears solid with clear independence, active committee leadership, and shareholder support; the one-off director consulting award warrants scrutiny for process integrity but is modest in size and fully disclosed .