Leslie Gillin
About Leslie Gillin
Independent director at Establishment Labs Holdings Inc. (ESTA) since December 2020; currently Class II director with term expiring at the 2026 annual meeting . Age 55; BA in International Relations and Affairs from the University of Delaware; 25+ years in senior executive roles at Bank of America, Citi, and JPMorgan Chase, including JPMorgan CMO (Jan 2020–Apr 2021) and President, Co‑Brand Cards (Feb 2017–Jan 2020) . Board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chief Marketing Officer | Jan 2020–Apr 2021 | Led enterprise marketing; brand and growth strategy |
| JPMorgan Chase & Co. | President, Co‑Brand Cards | Feb 2017–Jan 2020 | Partnerships; product and business development |
| Bank of America; Citi | Senior executive leadership roles | 25+ years (aggregate career experience) | Consumer finance, marketing, product growth |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Pagaya Technologies LTD | Chief Growth Officer | Since Oct 2021 | Oversees business development, partnerships, marketing, and growth |
| ComScore, Inc. | Director | Since Jan 2023 | Current public company directorship |
Board Governance
- Independence: Board determined Gillin is “independent” under Nasdaq listing standards .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair; 5 meetings in 2024 .
- Compensation Committee: Member; 8 meetings in 2024 .
- Audit Committee: Not a member .
- Board attendance: Board held 9 meetings in 2024; each director attended at least 89% of aggregate Board and committee meetings; 83% attendance at the 2024 annual meeting by then-current directors .
- Overboarding policy: Directors generally limited to ≤4 additional public boards; must pre‑notify Nominating & Corporate Governance Committee before accepting new public boards .
- Chair/CEO structure: Roles separated (Chair: Nicholas Lewin; CEO transitioned to Interim CEO in Mar 2025), supporting independent oversight .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $50,000 | Quarterly portion may be elected in equity |
| Chairman additional retainer | $50,000 | Not applicable to Gillin |
| Audit Committee chair/member | $20,000 / $10,000 | Not applicable to Gillin |
| Compensation Committee chair/member | $15,000 / $7,500 | Gillin is a member [$7,500] |
| Nominating & Corporate Governance chair/member | $10,000 / $5,000 | Gillin is Chair [$10,000] |
2024 actual compensation (non‑employee director):
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Leslie Gillin | $65,708 | $124,962 | $0 | $190,670 |
Note: In 2024, all directors elected to receive quarterly fees in shares; “Fees Earned or Paid in Cash” reflects fair value of shares issued in lieu of cash .
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (upon appointment) | $125,000 grant date value | Vests 1/3 annually over 3 years | Time‑based RSUs |
| Annual RSU grant (recurring) | $125,000 grant date value | Vests on earlier of 1-year anniversary or day prior to next annual meeting, subject to service | Time‑based RSUs |
Director equity is time‑based; no disclosed performance metrics (no PSUs or TSR hurdles for directors) .
Other Directorships & Interlocks
| Company | Relationship to ESTA | Potential Interlock/Conflict |
|---|---|---|
| ComScore, Inc. (Public) | External directorship | No ESTA‑related transactions disclosed; independence maintained |
| Pagaya Technologies LTD (Public) | Executive role (Chief Growth Officer) | No related‑party transactions with ESTA disclosed; independence maintained |
Expertise & Qualifications
- Board skills matrix shows Gillin contributes to Marketing & Sales, Investor Relations/Communications, Human Capital Management, ESG, Operations, Finance/Accounting, Risk Management, Regulatory & Compliance, IT/Cyber .
- Qualifications cited by the Board include extensive marketing, product, and business development experience in large corporations .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Total beneficial ownership | 23,297 shares | Consists of 20,963 common shares and 2,334 options exercisable within 60 days |
| Common shares held | 20,963 | Direct holdings |
| Options exercisable ≤60 days | 2,334 | Included in beneficial ownership |
| Outstanding RSUs (12/31/2024) | 2,334 | Unvested, time‑based |
| Outstanding stock options (12/31/2024) | 12,000 | Not broken out by exercisability beyond 2,334 ≤60 days |
| Shares outstanding (Record Date) | 28,908,360 | As of Apr 2, 2025 |
| Ownership as % outstanding | ~0.08% (computed from 23,297 / 28,908,360) |
- Director ownership guidelines: Required value equals $150,000; must retain ≥25% of shares received until compliant; as of Mar 31, 2025, all non‑employee directors are compliant .
- Insider policy: Prohibits pledging company stock and hedging transactions for Insiders (includes directors) .
Governance Assessment
- Board effectiveness: Gillin chairs Nominating & Corporate Governance and serves on Compensation—positions central to board composition, governance standards, and pay design; active committee cadence (5 and 8 meetings respectively in 2024) suggests engagement .
- Independence and attendance: Affirmed independent; Board‑level attendance at least 89% in 2024; supports investor confidence in oversight quality .
- Pay alignment: Director pay structure balances cash retainers with time‑based RSUs; no meeting fees; equity grants vest based on service—typical for medtech peers; Gillin’s 2024 total compensation $190,670 with equity component ~65% by grant value, aligning incentives with shareholder outcomes .
- Ownership alignment: Beneficial ownership and compliance with the $150,000 guideline, combined with anti‑pledging/anti‑hedging policy, reduce misalignment risk .
- Compensation committee practices: Semler Brossy engaged as independent consultant; Compensation Committee confirmed no conflicts of interest; interlocks and insider participation absent—good governance hygiene .
- Shareholder feedback: 2024 say‑on‑pay received >91% support, indicating broad shareholder approval of compensation design and governance practices .
- Related‑party exposure: No related‑party transactions disclosed involving Gillin; disclosed transactions related to former CEO’s family were overseen and quantified; audit committee reviews related party items per policy .
RED FLAGS: None disclosed for Gillin. No Section 16 delinquency noted for Gillin; anti‑pledging and anti‑hedging policy in place; no director interlocks creating compensation conflicts; overboarding within policy limits .