Nicholas Lewin
About Nicholas Lewin
Nicholas Lewin (age 47) has served on Establishment Labs’ board since 2015 and as Chairman since December 2017; he is classified as a non‑independent director under Nasdaq rules. He is Managing Partner at Crown Predator Holdings and an experienced investor/director across innovative technology and healthcare companies; he holds a BA in Political Science from Johns Hopkins University. Board tenure: ~10 years as of the 2025 proxy; current term nominated to expire at the 2026 annual meeting. Attendance: directors attended at least 89% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Establishment Labs Holdings Inc. | Chairman of the Board; Director | Chairman since Dec 2017; Director since Sep 2015 | Board leadership; presides over meetings; can call special meetings |
| Crown Predator Holdings | Managing Partner | Since 2000 | Private investor across innovative tech/IP; activist experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allurion Technologies, Inc. | Director | Since Oct 2023 | N/A (not disclosed) |
| Cutera, Inc. | Director | Since May 2023 | N/A (not disclosed) |
| GameSquare Holdings, Inc. | Director | Since Mar 2024 | N/A (not disclosed) |
| Halo Maritime Defense Systems (private) | Director | Since 2007 | Maritime security solutions; private company |
| FaZe Holdings Inc. | Director (prior) | Jul 2022 – Mar 2024 (merged into GameSquare) | N/A (not disclosed) |
| Dura Medic, LLC | Director (prior) | 2006 – 2018 | N/A (not disclosed) |
Board Governance
- Independence: Board determined Mr. Lewin is not independent under Nasdaq rules.
- Board leadership: Roles separated; Lewin serves as Chairman, with authority to preside and call special meetings.
- Committee memberships: Not listed as a member on Audit, Compensation, or Nominating & Corporate Governance Committees.
- Attendance and engagement: Nine Board meetings in 2024; each director attended at least 89% of Board and committee meetings; 83% attendance at 2024 annual meeting.
- Overboarding policy: Directors generally limited to four additional public company boards without approval; Lewin sits on three other public boards (Allurion, Cutera, GameSquare), within policy.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $50,000 | Policy amount |
| Chairman additional cash retainer | $50,000 | Policy amount |
| Committee fees (Audit/Comp/Nominating) | $0 | Not a committee member |
| Fees earned or paid in cash (reported) | $100,000 | All directors elected to receive quarterly fees in shares; amount reflects fair value of shares granted |
| Total director compensation (cash + equity) | $224,962 | Stock awards $124,962; options $0 |
Performance Compensation
| Component | 2024 Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant (policy) | $125,000 | Vests upon earlier of 1 year anniversary or day prior to next annual meeting, subject to continued service |
| Initial RSU grant (policy) | $125,000 | Vests 1/3 annually over 3 years, subject to continued service |
| 2024 Stock awards (reported) | $124,962 | Aggregate grant date fair value under ASC 718 |
| 2024 Option awards (reported) | $0 | No options granted to directors in 2024 |
No performance-based metrics (e.g., revenue/TSR hurdles) are disclosed for non‑employee director equity; awards are time‑based.
Other Directorships & Interlocks
| Company | Industry relationship to ESTA | Potential interlock/conflict note |
|---|---|---|
| Cutera, Inc. | Aesthetic medical devices | Same broad aesthetics ecosystem; no related-party transactions disclosed involving Lewin |
| Allurion Technologies, Inc. | Medtech (weight loss) | No conflicts disclosed |
| GameSquare Holdings, Inc. | Gaming/media | Unrelated to medtech; no conflicts disclosed |
| Halo Maritime Defense Systems | Defense/security | Private; unrelated to medtech; no conflicts disclosed |
Expertise & Qualifications
- Investor/director across innovative tech and healthcare, including activist situations requiring engagement with management.
- Education: BA in Political Science, Johns Hopkins University.
- Board skills matrix indicates strength in Marketing & Sales and Investor Relations/Communications; public company board experience and medtech exposure noted.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership | 1,116,188 shares | Includes 14,190 held by spouse and 2,334 options exercisable within 60 days |
| Ownership as % of shares outstanding | 3.86% | Based on 28,908,337 shares outstanding at 3/31/2025 |
| Outstanding RSUs (12/31/2024) | 30,090 | As disclosed in director outstanding awards table |
| Outstanding stock options (12/31/2024) | 52,829 | As disclosed in director outstanding awards table |
| Options exercisable within 60 days (3/31/2025) | 2,334 | Included in beneficial ownership calculation |
| Director stock ownership guideline | $150,000 value requirement; retain 25% of shares until compliant | All non‑employee directors compliant as of 3/31/2025 |
| Hedging/pledging | Prohibited | Insider Trading Policy bans pledging and hedging of company securities |
| Section 16 compliance (2024) | No delinquencies for Lewin noted | Company reported late filings only for other named individuals |
Governance Assessment
- Strengths: Significant personal stake (3.86% ownership), long-tenured board leader, and high meeting engagement; adherence to anti‑hedging/anti‑pledging and ownership guidelines supports alignment. Compensation is modest in cash with equity elected, consistent with skin‑in‑the‑game.
- Concerns: Not independent under Nasdaq rules while serving as Chairman; cross‑board roles in aesthetics (Cutera) may present informational interlocks, though no related‑party transactions are disclosed involving Lewin. His outstanding RSUs/options materially exceed peers, reflecting tenure and chair role—monitor for any repricing or unusual modifications.
- Process quality: Compensation Committee is independent and uses Semler Brossy; no interlocks; say‑on‑pay support was >91% in 2024, indicating broad investor approval of pay practices.
- RED FLAGS: Non‑independent Chairman; aesthetics industry overlap via Cutera—watch for potential conflicts and boardroom information flow; continue to monitor director equity award practices and any changes to vesting/award structures.