Rajbir Denhoy
About Rajbir Denhoy
Chief Financial Officer of Establishment Labs Holdings Inc. since December 2021 (interim CFO August–December 2021; Head of Strategy & Investor Relations February–December 2021). Age 55; education: B.A. Biology (UC Berkeley), M.S. Physiology (Georgetown University), MBA (Cornell University) . Company performance context during his tenure: revenue increased from $126.7m in 2021 to $166.0m in 2024, while net loss widened from $(41.1)m in 2021 to $(84.6)m in 2024; company TSR (per “pay vs. performance”) declined in 2023 (index 94) then recovered in 2024 (index 167) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Establishment Labs Holdings Inc. | Chief Financial Officer | Dec 2021–present | Executive leadership of finance during regulatory, manufacturing and geographic expansion priorities outlined in CD&A . |
| Establishment Labs Holdings Inc. | Interim Chief Financial Officer | Aug 2021–Dec 2021 | Transition leadership ahead of permanent CFO appointment . |
| Establishment Labs Holdings Inc. | Head of Strategy & Investor Relations | Feb 2021–Dec 2021 | Capital markets and strategy interface as the company scaled revenue from 2021 baseline . |
| Jefferies Group LLC | Managing Director | Dec 2009–Feb 2021 | Senior sell-side/banking leadership experience in medtech/healthcare, relevant to capital allocation and investor engagement . |
Fixed Compensation
| Year | Base Salary (Paid) | Target Bonus | Actual Bonus Paid |
|---|---|---|---|
| 2022 | $337,500 | Not disclosed | $166,040 |
| 2023 | $364,583 | Not disclosed | $93,750 |
| 2024 | $369,444 | $187,500 (80% corporate / 20% individual) | $135,000 |
Additional 2024 details:
- Base salary rate: $375,000 .
- Corporate performance factor achieved: 65% .
Performance Compensation
Annual Incentive Plan structure (2024):
- Metric weights: Revenue 35%; Operating Expenses 25%; Year-end Cash Balance 25%; Strategic Objectives (discretion) 15% .
- Corporate performance factor outcome: 65% .
| Metric | Weighting | Target | Actual | Payout Attribution | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 35% | Not disclosed | Not disclosed | Part of $135,000 total bonus with 65% corporate factor | Paid after year-end performance certification . |
| Operating Expenses | 25% | Not disclosed | Not disclosed | Part of $135,000 total bonus with 65% corporate factor | Same as above. |
| Year-end Cash Balance | 25% | Not disclosed | Not disclosed | Part of $135,000 total bonus with 65% corporate factor | Same as above. |
| Strategic Objectives | 15% | Not disclosed | Not disclosed | Part of $135,000 total bonus with 65% corporate factor | Same as above. |
Long-term incentives (time-based):
- Annual equity awards structured ~50% stock options / ~50% RSUs; 4-year vesting, 25% on each anniversary, continued service required .
Equity Ownership & Alignment
Beneficial ownership and structure (as of Mar 31, 2025):
- Beneficial ownership: 117,889 shares; includes 114,353 common shares and 2,912 options exercisable within 60 days; <1% of outstanding shares .
- Shares outstanding reference for ownership table: 28,908,337 .
- Stock ownership guidelines (executives): 1x base salary value; compliance by the later of Jan 1, 2027 or five years from appointment; must retain 25% of gross shares from equity until compliant .
- Anti-pledging/hedging: Prohibited (no margin/pledge and no hedging/derivative transactions) .
Outstanding equity and vesting profile (as of Dec 31, 2024):
| Grant Date | Instrument | Status | Terms | Unvested Units | Notes |
|---|---|---|---|---|---|
| 3/6/2024 | RSUs | Unvested | 25% per year over 4 years (anniversaries of grant) | 5,644 | Annual award; market value shown at year-end in proxy . |
| 3/6/2024 | Options | Unexercisable | 8,030 @ $49.25; 10-year term; 25% per year over 4 years | 8,030 | OTM at $46.07 YE price; no intrinsic value . |
| 3/6/2023 | RSUs | Unvested | 25% per year over 4 years | 2,240 | Market value shown in proxy . |
| 3/6/2023 | Options | 1,809 ex./5,429 unex. | $74.47 strike; 4-year vesting | 5,429 | OTM at YE price $46.07 . |
| 4/10/2022 | RSUs | Unvested | 25% per year over 4 years | 1,604 | Market value shown in proxy . |
| 4/10/2022 | Options | 4,219 ex./4,220 unex. | $63.53 strike; 4-year vesting | 4,220 | OTM at YE price $46.07 . |
| 2/28/2021 | Options | 75,000 ex./25,000 unex. | $69.03 strike; 10-year term | 25,000 | OTM at YE price $46.07 . |
Implications:
- RSU overhang with annual vesting could create incremental supply at each anniversary; all option tranches were out-of-the-money at 12/31/24 ($46.07 vs strikes ≥$49.25) reducing near-term exercise-driven selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will under executive employment agreement; CFO since Dec 2021 . |
| Severance (no CIC) | 9 months base salary lump sum + pro-rated annual bonus for year of termination, subject to release and covenants . |
| Severance (within 12 months after CIC) | 12 months base salary lump sum + 100% of target annual bonus + 100% acceleration of outstanding equity, subject to release and covenants . |
| Equity on Change in Control (no termination) | 100% of outstanding equity awards accelerate (performance awards at 100% of target) upon a CIC event (single-trigger for equity) . |
| COBRA benefits (illustrative) | If terminated as of 12/31/24: ~$27,277 (no CIC) or ~$36,369 (with CIC) for medical continuation . |
| Restrictive covenants | Non-compete 12 months post-termination; non-solicit 2 years . |
| Clawback | Policy compliant with SEC/Nasdaq; applies to incentive comp tied to financial reporting measures in the event of restatement . |
| 280G treatment | Best-net after-tax approach; no excise tax gross-ups . |
Multi‑Year Compensation (as reported)
| Year | Salary | Non‑Equity Incentive Plan | Stock Awards (Grant‑date FV) | Option Awards (Grant‑date FV) | All Other Comp | Total |
|---|---|---|---|---|---|---|
| 2022 | $337,500 | $166,040 | $203,804 | $306,288 | $66,754 | $1,080,386 |
| 2023 | $364,583 | $93,750 | $222,367 | $332,515 | $74,869 | $1,088,084 |
| 2024 | $369,444 | $135,000 | $277,967 | $276,785 | $61,195 | $1,120,391 |
2024 plan-based grants:
- 3/6/2024: 5,644 RSUs (grant-date FV $277,967); 8,030 options @ $49.25 (grant-date FV $276,785) .
Compensation Structure Analysis
- Mix shifting: Half of annual LTI in options, half in RSUs; options only hold value with share appreciation, while RSUs provide retention value—balanced risk/retention design .
- Pay-for-performance: 2024 bonus below target (65% corporate factor), reflecting outcome discipline vs plan metrics (revenue, opex, cash) .
- Governance flags: Single-trigger equity acceleration upon a change in control (equity vests on CIC even without termination); cash severance remains double-trigger—an equity alignment concern .
- Shareholder feedback: 91% support on 2024 say‑on‑pay suggests investor acceptance of program design .
Say‑on‑Pay, Peer Group, and Guidelines
- Say‑on‑Pay 2024: >91% approval .
- Compensation peer group used for 2024 decisions includes 18 medtech/aesthetics firms (e.g., STAAR Surgical, Axonics, Inspire Medical, Evolus, Revance), targeted around 35th–50th percentile positioning for total direct compensation .
- Executive ownership guideline: 1x salary; must retain 25% of shares from equity awards until compliant; compliance by Jan 1, 2027 or 5 years from appointment .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue ($000s) | $126,682 | $161,700 | $165,151 | $166,025 |
| Net Loss ($000s) | $(41,139) | $(75,209) | $(78,502) | $(84,596) |
| TSR index (2019=100) | 244 | 237 | 94 | 167 |
Notes: Denhoy joined ESTABL in Feb 2021 and became CFO in Dec 2021; figures represent company-wide results and are not solely attributable to any one executive .
Investment Implications
- Alignment: Cash pay is modest vs peers by design, with a large at‑risk component and option weighting; 2024 payout below target supports pay-for-performance alignment .
- Retention/overhang: Multi‑tranche RSU vesting over the next 3 years provides retention but could add incremental supply at vest dates; options are currently higher‑strike, limiting near‑term exercise-driven sales unless the stock appreciates materially .
- Change‑in‑control risk: Single‑trigger equity acceleration on CIC is a governance negative that can create event‑driven overhang; however, double‑trigger cash severance and standard clawback mitigate moral hazard on cash outcomes .
- Ownership: Beneficial ownership (<1%) with anti‑pledging/anti‑hedging policy and ownership guidelines requiring 1x salary build-out support long‑term alignment, though current absolute holdings are relatively modest vs outstanding shares .
- Execution risk: While revenues grew from 2021–2024, losses widened; 2024 AIP emphasized revenue, opex, and cash, indicating focus on operational discipline and liquidity—key levers for future improvement under finance leadership .