Peter Caldini
About Peter Caldini
Peter Caldini (age 60) is Chief Executive Officer of Establishment Labs and a Class II director; he served as President from August 2024 to February 2025, Interim CEO starting March 1, 2025, was appointed permanent CEO effective May 7, 2025, and joined the Board effective May 24, 2025 . He holds a BA from Boston University, an MBA from Northeastern University, and a Master’s in International Economics and Management from SDA Bocconi . Establishment Labs reported 2024 revenue of $166.0 million and a net loss of $84.6 million; pay-versus-performance disclosure shows ESTA TSR value of a $100 investment rising to $167 in 2024 versus $105 for the peer group, reflecting stronger relative shareholder value formation in 2024 despite ongoing losses . The Board and Chairman emphasized targets to turn EBITDA positive in 2025 and cash flow positive in 2026, framing execution priorities for Caldini’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Establishment Labs | President | Aug 2024 – Feb 2025 | Senior operating leadership ahead of U.S. launch; equity grants aligned to share price appreciation . |
| Establishment Labs | Interim CEO | Mar 2025 – May 6, 2025 | First tranche of new-hire equity accelerated upon Interim CEO appointment to support leadership transition . |
| Establishment Labs | Chief Executive Officer | May 7, 2025 – Present | CEO mandate with focus on EBITDA-positive 2025 and cash flow-positive 2026; appointed Class II director . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acreage Holdings, Inc. | CEO and Director | 2020 – 2023 | Led a publicly traded operator navigating regulated markets and restructuring . |
| Bespoke Capital Acquisition Corp | CEO and Director | 2019 – 2020 | SPAC leadership with capital markets and deal execution exposure . |
| Pfizer Consumer Healthcare | Regional President NA; Regional President EMEA; Led Northern Europe cluster | 2015 – 2019 | Large-scale commercial and P&L leadership in consumer health across geographies . |
| Bayer Consumer Healthcare | Senior leadership roles (Emerging Markets, GM China, Nutritionals SBU) | 2009 – 2014 | Growth and market development in emerging markets and China . |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (Rate) | $415,000 | Set upon joining in Aug 2024. |
| Salary Paid | $151,994 | Partial-year accrual given Aug start. |
| Target Bonus (%) | 50% of base salary (pro-rated) | Target bonus $78,850 pro-rated from start date. |
| Actual Bonus Paid | $60,408 | Below target; based on corporate and individual performance. |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|
| Corporate performance factor | — | — | 65% achieved | Applied to corporate component of AIP. |
| Revenue | 35% | Company-set annual goal | Included in 65% corporate factor | Annual incentive only; equity linked to share price. |
| Operating Expenses (OPEX) | 25% | Company-set annual goal | Included in 65% corporate factor | — |
| Year-end Cash Balance | 25% | Company-set annual goal | Included in 65% corporate factor | — |
| Strategic Objectives | 15% | Board discretion | Included in 65% corporate factor | — |
| Individual performance | 20% of AIP for Caldini | Role-specific objectives | Committee assessed; reflected in payout | — |
Equity Awards (2024 grants):
- RSUs: 9,078 units, grant date 8/20/2024, grant-date fair value $399,977; vests 25% annually over 4 years; first tranche accelerated upon Interim CEO appointment in March 2025 .
- Options: 17,910 options, strike $44.06, grant date 8/20/2024, grant-date fair value $598,672; vests 25% annually over 4 years; 10-year term .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,976 shares (<1% of outstanding) . |
| Shares Outstanding Reference | 28,908,337 common shares at 3/31/2025 . |
| Unvested RSUs | 9,078 units; market value $418,223 at 12/31/2024 . |
| Options | 17,910 unexercisable; strike $44.06; expiration 8/20/2034 . |
| Option Exercises in 2024 | None . |
| Pledging/Hedging | Prohibited absent exception; no margin accounts, options, swaps, collars allowed . |
| Ownership Guidelines | CEO must own ≥6x base salary; compliance by later of Jan 1, 2027 or 5 years from appointment; must retain 25% of gross shares until compliant . |
Employment Terms
| Provision | Base Case (No CoC) | Change-in-Control (Double Trigger) |
|---|---|---|
| Cash Severance | $371,658 | $493,850 . |
| COBRA Benefits | $27,268 | $36,358 . |
| Equity Acceleration | None | 100% acceleration; value example $454,223 at 12/31/2024 . |
| Trigger Type | Without cause / good reason definitions apply | Without cause / good reason within 12 months post-CoC . |
| Non-Compete | 12 months post-termination . | |
| Non-Solicit | 2 years post-termination . | |
| 280G Treatment | Cut-back to avoid excise tax if optimal; no tax gross-ups . | |
| Clawback | Applies to incentive comp on restatement per SEC/Nasdaq rules . |
Board Governance
- Board Service: Appointed Class II director effective May 24, 2025; as an employee, Caldini is not eligible for Board compensation and is non-independent under Nasdaq rules .
- Committees: Audit (Custin, Schutter, Slotkin), Compensation (Schutter chair; Custin, Gillin), Nominating & Governance (Gillin chair; Slotkin); Caldini is not listed on any committee .
- Leadership Structure: Chairman is Nicholas Lewin; CEO and Chairman roles are separated; Board may revisit structure as needed .
- Attendance: 9 Board meetings in 2024; minimum director attendance ≥89% .
- Director Ownership Policy: Non-employee directors must hold shares equal to $150,000 and retain 25% of shares until compliant; all non-employee directors compliant as of March 31, 2025 .
Compensation Program Context
- Mix and Design: Annual equity awards to NEOs balanced 50% options / 50% RSUs; Caldini’s new-hire award weighted 60% options / 40% RSUs to emphasize share price appreciation .
- Peer Group: 18 medtech and aesthetics peers used to benchmark; target total direct comp around 35th percentile for similarly situated roles .
- Say-on-Pay: 2024 shareholder support >91% for NEO compensation program .
- Consultant: Semler Brossy engaged; independence assessed; no conflicts .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| ESTA TSR – $100 initial investment | $136 | $244 | $237 | $94 | $167 |
| Peer Group TSR – $100 initial investment | $130 | $125 | $100 | $106 | $105 |
| Revenue ($000s) | $84,676 | $126,682 | $161,700 | $165,151 | $166,025 |
| Net Loss ($000s) | $(38,121) | $(41,139) | $(75,209) | $(78,502) | $(84,596) |
Management Commentary and Targets:
- Chairman cited goals to turn EBITDA positive in 2025 and cash flow positive in 2026 under Caldini’s leadership, focusing on U.S. launch, differentiated product suite, and operational excellence .
Director Compensation (Employee Director)
- Caldini will not receive separate Board compensation due to his employee status .
Risks, Red Flags, and Related Party Transactions
- Insider Trading Policy: Strict anti-pledging and anti-hedging reduce misalignment risks; pre-clearance required for certain insiders .
- Clawback: SEC/Nasdaq-compliant clawback policy on incentive comp tied to financial reporting measures .
- Legal/Investigations: No executive-specific legal proceedings disclosed in proxy for Caldini .
- Related Party Transactions: 2024 transactions disclosed primarily associated with former CEO’s family entities; no Caldini-specific related party dealings disclosed .
- Option Repricing: No option repricing or modifications disclosed for NEOs .
Equity Ownership Guidelines & Compliance
- CEO guideline requires ≥6x base salary; measurement includes unvested time-based RSUs but excludes options; compliance window to later of Jan 1, 2027 or 5 years from appointment; must retain 25% of gross shares from equity awards until compliant .
Compensation Committee Analysis
- Members: Schutter (Chair), Custin, Gillin—all independent; use of independent consultant (Semler Brossy) to evaluate competitiveness and alignment .
- Design Priorities: Multi-metric AIP (revenue, OPEX, cash balance, strategic objectives) balanced to long-term value creation; equity with significant options weighting to align with shareholder returns .
Investment Implications
- Pay-for-performance alignment is credible: pro-rated target bonus at 50% of salary, corporate performance factor 65% for 2024, and equity tilted to options (60/40 new-hire) signaling management confidence in share price appreciation under U.S. commercialization and margin scaling .
- Retention risk appears mitigated by meaningful severance and double-trigger CoC acceleration, but low current beneficial ownership (<1%) and annual vest cadence may create periodic selling pressure; anti-pledging/hedging and ownership guidelines requiring ≥6x salary for CEO improve long-term alignment .
- Governance structure is solid: CEO-Chair separation, independent committees, and strong attendance; Caldini’s dual role as CEO-director is standard and mitigated by non-independence classification and lack of committee roles .
- Execution risk remains in achieving EBITDA-positive 2025 and cash flow-positive 2026; AIP metrics centered on revenue, OPEX, and cash balance align incentives with these goals, suggesting trading signals tied to quarterly progress against these metrics and vesting events .