Juan Jose Chacón Quirós
About Juan Jose Chacón Quirós
Founder of Establishment Labs; director since 2013; retired as Chief Executive Officer on March 1, 2025. Age 53. Education and credentials: Baccalaureate (Economics) at Academie de Poitiers, attended University of Massachusetts Amherst, MIT Sloan Advanced Certificate for Executives (ACE) in Management, Innovation and Technology, and IMD Board Director Diploma; former President of the Rugby Federation of Costa Rica (2009–2015) . Current Board classification: Class I (to be declassified) and nominated for election at the 2025 Annual Meeting to serve until 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Establishment Labs Holdings | Chief Executive Officer; Director | CEO 2013–Mar 1, 2025; Director since 2013 | Founder; deep operating knowledge of aesthetic medical device sector |
| Aesthetic medical device distribution business (LatAm) | General Manager | ~10 years (prior to ESTA) | Industry distribution expertise |
| Plastic & reconstructive surgery clinic (Costa Rica) | Business Development Manager | Prior to distribution role | Commercial and clinical network development |
| Rugby Federation of Costa Rica | President | 2009–2015 | National leadership/organizing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed | — | No other public company directorships disclosed in proxy |
Board Governance
- Independence: The Board determined that Mr. Chacón Quirós is not independent under Nasdaq rules (along with Mr. Lewin). Independent directors are Mses. Custin and Gillin, and Messrs. Schutter and Slotkin .
- Committee assignments: Current committees and members do not list Mr. Chacón Quirós. Audit Committee (Chair: Ann Custin; Members: Edward Schutter, Bryan Slotkin; 4 meetings in 2024) ; Compensation Committee (Chair: Edward Schutter; Members: Ann Custin, Leslie Gillin; 8 meetings in 2024) ; Nominating & Corporate Governance (Chair: Leslie Gillin; Member: Bryan Slotkin; 5 meetings in 2024) .
- Board structure: Board moving from staggered classes to declassified by 2026; Mr. Chacón Quirós is a Class I director with term expiring at the 2025 Annual Meeting .
- Attendance: The Board held 9 meetings in 2024; all directors attended at least 89% of Board and committee meetings; 83% of then-current directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Detail | Amount | Period/Date |
|---|---|---|---|
| Base Salary | CEO base salary | $750,000 | 2024 |
| All Other Compensation | Vehicle allowance | $24,000 | 2024 |
| All Other Compensation | Life insurance premiums | $11,070 | 2024 |
| All Other Compensation | Health insurance premiums | $7,224 | 2024 |
| All Other Compensation | Other | $9,000 | 2024 |
| Severance (No CIC) | Lump-sum salary multiple | 12 months | Employment agreement terms |
| Severance (No CIC) | Pro-rated annual bonus | Per agreement | Employment agreement terms |
| Severance (CIC) | Lump-sum salary multiple | 18 months | Employment agreement terms |
| Severance (CIC) | Target annual bonus | 100% of target | Employment agreement terms |
| Equity (CIC) | Vesting acceleration | 100% single-trigger | If CIC occurs before termination |
| Potential Payments (No CIC termination) | Cash severance | $1,237,500 | As of 12/31/2024 scenario |
| Potential Payments (No CIC termination) | COBRA benefits | $7,224 | As of 12/31/2024 scenario |
| Potential Payments (CIC termination) | Cash severance | $1,875,000 | As of 12/31/2024 scenario |
| Potential Payments (CIC termination) | COBRA benefits | $10,836 | As of 12/31/2024 scenario |
| Potential Payments (CIC only) | Accelerated vesting value | $1,123,417 | As of 12/31/2024 scenario |
| Non-compete | Duration post-termination | 12 months | ELSA agreement |
| Non-solicit | Duration post-termination | 2 years | ELSA agreement |
| Tax Gross-Up | Golden parachute excise | None; cut-back provision | ELSA agreement |
Note: As CEO in 2024, Mr. Chacón Quirós did not receive non‑employee director retainers. Company policy for non‑employee directors (2024): Board member $50,000 annual retainer; Chair $50,000 additional; committee chair/member fees; RSU initial $125,000 and annual $125,000; quarterly retainer can be taken in equity .
Performance Compensation
| Metric/Instrument | Structure | Key Terms | 2024 Outcome |
|---|---|---|---|
| Annual Bonus | Target bonus | $750,000; 100% corporate performance | Bonus earned $487,500 |
| Corporate Performance Factor | Weighted across goals | Revenue 35%; OPEX 25%; Year-end cash 25%; Strategic objectives 15% | Achieved 65% corporate factor |
| RSUs (Annual grant) | Grant 3/6/2024 | 13,519 RSUs; grant-date fair value $665,811; vest 25% annually over 4 years | Unvested RSU MV at 12/31/2024 $622,820 |
| Stock Options (Annual grant) | Grant 3/6/2024 | 19,236 options @ $49.25; GDFV $663,044; vest 25% annually over 4 years; expire 3/6/2034 | Outstanding as of 12/31/2024 |
| Legacy Equity Awards | Prior grants | Options/RSUs from 2021–2023 with specified strikes/terms | Outstanding details listed in proxy |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company boards disclosed for Mr. Chacón Quirós |
Expertise & Qualifications
- Founder of Establishment Labs with extensive operating experience in aesthetic medical devices; distribution and clinic development background .
- Executive education: MIT Sloan ACE; IMD Board Director Diploma; economics baccalaureate; attended UMass Amherst .
- Leadership experience beyond corporate: President, Rugby Federation of Costa Rica .
Equity Ownership
| Holder/Form | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 1,474,300 | 5.10% | As of March 31, 2025; base 28,908,337 shares |
| Direct (Mr. Chacón Quirós) | 336,539 | — | Directly held |
| Options exercisable ≤60 days | 9,497 | — | Included in beneficial total |
| Indirect (Sariel LLC) | 1,128,264 | — | Mr. Chacón Quirós has voting and dispositive power; he is a shareholder of Sariel LLC |
No disclosures of pledging/hedging or director ownership guideline compliance for Mr. Chacón Quirós in the proxy sections reviewed.
Governance Assessment
- Independence and Committee Role: Not independent and not listed on any standing Board committee. This limits direct involvement in audit, compensation, and governance oversight—appropriate given executive status, but reduces independent checks tied to his board role .
- Alignment and Ownership: Material ownership (5.10%) including control over Sariel LLC holdings aligns interests with shareholders but also concentrates influence; monitor governance balance with other independent directors .
- Compensation Risk Signals:
- Equity acceleration is single‑trigger upon change-in-control (100% vesting even without termination). Single‑trigger CIC vesting is a shareholder‑unfriendly feature that can reduce sale discipline and is a governance red flag .
- Severance multiples are moderate (12 months base salary outside CIC; 18 months plus 100% target bonus in CIC), with no tax gross‑ups (positive) .
- 2024 bonus paid below target reflecting 65% corporate factor (positive pay‑for‑performance calibration) .
- Related‑Party Exposure (RED FLAG):
- $1.1M revenue from product sales to Herramientas Medicas, S.A., owned by a family member of Mr. Chacón Quirós; $0.4M AR outstanding at year‑end 2024 .
- Ongoing paid relationship with brother (training services; ~$0.2M paid in 2024) and previously granted options to brother; Audit Committee has a written related‑party review policy, but these ties present recurring conflict‑of‑interest risk requiring strict oversight .
- Board Effectiveness Signals:
- Board declassification progressing, improving accountability (annual elections by 2026) .
- Audit Committee led by independent chair; 2024 audit report and auditor appointment disclosed (CBIZ/Marcum) .
- Say‑on‑pay support was strong in 2024 (over 91%), indicating investor confidence in overall executive pay framework, though this predates CEO retirement .
- Attendance: Board and committee attendance was at least 89% across directors, supporting engagement; individual attendance not itemized for Mr. Chacón Quirós .
RED FLAGS: Non‑independence; recurring related‑party transactions with family‑owned distributor and brother’s clinic; single‑trigger equity acceleration upon CIC .