Ross Mansbach
About Ross Mansbach
S. Ross Mansbach is General Counsel and Chief Compliance Officer at Establishment Labs, serving since August 2022; he is age 58, with a B.A. from Yale College and a J.D. from the University of Chicago . His background includes senior legal leadership at Avanos Medical and roles at Kimberly‑Clark and Bryan Cave (formerly Powell Goldstein) . Company performance context during his tenure: revenue was $161.7m (2022), $165.2m (2023), and $166.0m (2024), with total shareholder return (TSR) values of an initial $100 investment at $237 (2022), $94 (2023), and $167 (2024) versus peer TSR of $100 (2022), $106 (2023), and $105 (2024); net losses were $75.2m (2022), $78.5m (2023), and $84.6m (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avanos Medical, Inc. | Senior Vice President; Interim General Counsel & Corporate Secretary; Vice President, Deputy General Counsel & Corporate Secretary | Nov 2014–Mar 2022 | Led legal, governance and compliance at a public medtech; supported corporate and regulatory matters |
| Kimberly‑Clark Corporation | Legal Department roles | Over 10 years | Supported global consumer products legal operations and compliance |
| Powell Goldstein Frazer & Murphy (Bryan Cave) | Partner | Earlier career | Corporate legal practice; foundational governance and transactions experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $127,436 | $352,917 | $358,761 |
| Non‑equity Incentive Plan ($) | $59,592 | $106,500 | $127,800 |
| Stock Awards ($, grant‑date fair value) | $0 | $212,984 | $266,246 |
| Option Awards ($, grant‑date fair value) | $1,292,243 | $318,503 | $265,100 |
| All Other Compensation ($) | $14,096 | $50,341 | $42,245 |
| Total ($) | $1,493,367 | $1,041,245 | $1,060,152 |
| 2024 Base Salary | 2024 Target Bonus | 2024 Bonus Paid |
|---|---|---|
| $355,000 | $177,500 | $127,800 |
| 2024 All Other Compensation Components | Amount ($) |
|---|---|
| Life insurance premiums | $1,977 |
| Health insurance premiums | $36,394 |
| Other | $3,874 |
| Total | $42,245 |
Performance Compensation
| Annual Incentive Metric (2024) | Weighting | Target | Actual | Corporate Performance Factor | Payout (Mansbach) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Revenue | 35% | Not disclosed | Not disclosed | 65% | $127,800 | Annual cash bonus paid for 2024 |
| Operating Expenses (OPEX) | 25% | Not disclosed | Not disclosed | 65% | $127,800 | Annual cash bonus paid for 2024 |
| Year‑end Cash Balance | 25% | Not disclosed | Not disclosed | 65% | $127,800 | Annual cash bonus paid for 2024 |
| Strategic Objectives (Board Discretion) | 15% | Not disclosed | Not disclosed | 65% | $127,800 | Annual cash bonus paid for 2024 |
| 2024 Plan‑Based Equity Awards (Grant 3/6/2024) | RSUs (#) | Options (#) | Exercise Price ($/sh) | Grant‑Date Fair Value ($) |
|---|---|---|---|---|
| S. Ross Mansbach | 5,406 | 7,691 | $49.25 | $266,246 (RSUs) ; $265,100 (Options) |
| Vesting | 25% per year over 4 years | 25% per year over 4 years | — | — |
| 2024 Stock Vesting and Option Exercises | Shares/Value |
|---|---|
| RSUs vested (shares) | 715 |
| RSUs vested (value) | $35,214 |
| Options exercised (shares/value) | — / $0 |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/31/2025) | Shares | % of SO |
|---|---|---|
| S. Ross Mansbach | 24,588 | <1% |
| Outstanding Options (12/31/2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Grant 8/29/2022 | 17,398 | 17,398 | $63.55 | 8/29/2032 |
| Grant 3/6/2023 | 1,733 | 5,200 | $74.47 | 3/6/2033 |
| Grant 3/6/2024 | — | 7,691 | $49.25 | 3/6/2034 |
| Unvested RSUs (12/31/2024) | Units (#) | Market Value ($) |
|---|---|---|
| 2023 grant | 2,145 | $98,820 |
| 2024 grant | 5,406 | $249,054 |
- Stock ownership guidelines: CEO 6x salary; other executive officers 1x salary. Unvested time‑based RSUs count toward compliance; options do not. Deadline: later of Jan 1, 2027 or five years from appointment; executives must retain 25% of gross shares from equity awards until in compliance .
- Anti‑pledging/hedging: Insiders may not pledge company stock, hold in margin accounts, or engage in hedging/derivative transactions; trading pre‑clearance and blackout windows apply .
- Section 16(a) delinquency note: Three Form 4s (including annual performance grants for Mansbach, Chacón Quirós, Denhoy) filed late on March 19, 2024 .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | COBRA ($) | Equity Acceleration ($) |
|---|---|---|---|
| Change in Control (no termination) | — | — | $347,875 |
| Termination without Cause or for Good Reason (non‑CIC) | $394,050 | $27,295 | — |
| Termination without Cause or for Good Reason in connection with CIC (double‑trigger) | $532,500 | $36,394 | $347,875 |
- At‑will employment; no fixed term .
- CIC treatment: 100% acceleration of outstanding equity upon termination within 12 months post‑CIC; performance awards deemed at 100% of target .
- Severance structure: Non‑CIC severance equals 9 months of base salary and pro‑rated annual bonus; CIC severance equals 12 months of base salary and 100% of target bonus; equity fully accelerates on CIC termination .
- Non‑compete: 12 months post‑termination; Non‑solicit: 2 years post‑termination .
- Clawback policy: Applies to incentive compensation on financial restatements per SEC/Nasdaq rules .
- No 280G/4999 tax gross‑ups; benefits may be cut back to avoid excise tax if optimal post‑tax outcome .
Investment Implications
- Pay‑for‑performance alignment: Annual incentive tied to revenue, OPEX, year‑end cash, and strategic goals (65% corporate factor achieved in 2024), and long‑term mix of ~50% options and ~50% RSUs vesting over four years; this design ties compensation to operating discipline and shareholder value creation .
- Retention and selling pressure: Significant unvested RSUs (7,551 units total) and substantial unexercisable options create ongoing retention incentives; no option exercises in 2024 and modest RSU vesting suggest limited near‑term selling pressure, reinforced by anti‑pledging policy and ownership guidelines .
- Ownership alignment: Beneficial ownership is <1% (24,588 shares); compliance with 1x salary ownership guideline required by 2027/five years, with mandatory 25% retention of award shares until compliant—improving alignment over time .
- Downside protections: Double‑trigger severance and full equity acceleration upon CIC termination increase retention and could signal elevated costs in a transaction; no tax gross‑ups reduces shareholder‑unfriendly optics .
- Governance signals: High 2024 say‑on‑pay support (>91%) and independent compensation committee advised by Semler Brossy indicate program credibility; late Form 4s in March 2024 are a minor procedural flag without material risk .
Company Performance Context (Pay vs Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return – $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) |
Note: NEO annual equity awards vest 25% per year over 4 years; options have 10‑year terms; annual incentive plan weights: 35% revenue, 25% OPEX, 25% year‑end cash, 15% strategic .
Compensation Committee Analysis
- Committee members: Chair Edward Schutter; Members Ann Custin and Leslie Gillin; all independent .
- Consultant: Semler Brossy engaged in late 2023 to evaluate executive and director programs; no conflicts noted .
- Peer group used in 2024 includes Axonics, Silk Road Medical, STAAR Surgical, Inspire Medical Systems, among others; targeted total direct compensation around the 35th percentile of peers .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: over 91% support, indicating shareholder endorsement of compensation design .
Employment Start and Tenure
- Appointed General Counsel & Chief Compliance Officer effective August 29, 2022; prior biographical detail as above .
Investment Implications
- Near‑term retention risk appears contained by multi‑year vesting and meaningful unexercisable options; anti‑pledging reduces misalignment risk .
- Transaction scenario risk: Double‑trigger severance and full acceleration upon CIC termination add cost but align with market practice; no gross‑ups mitigate governance risk .
- Performance orientation: 2024 payout below target and 65% corporate factor show incentive sensitivity to operating outcomes; TSR recovery in 2024 versus peers indicates improved equity value trajectory post‑2023, supportive of option‑heavy LTI structure .