Kelley Nicholas
About Kelley Nicholas
Kelley Nicholas was appointed Chief Commercial Officer (CCO) of Femasys (FEMY) in June 2025, tasked with leading commercialization and revenue growth across the portfolio, with emphasis on U.S. infertility and international partnerships . She brings 25+ years of commercial leadership in medtech/biotech, including Head of Sales at NeuroPace and Global Vice President of Marketing at Hologic . Education: BS in Health Science and Physical Therapy (University of Missouri) and MBA (Washington University) . Initial beneficial ownership filings and inducement equity were recorded in late June/early July 2025, marking the start of her Femasys tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NeuroPace (NPCE) | Head of Sales / Vice President, Sales | Pre-2025 (dates not disclosed) | “Spearheaded a commercial overhaul that dramatically accelerated revenue, profitability, and stock performance” (company statement) |
| Hologic | Global Vice President of Marketing | Pre-2025 (dates not disclosed) | Restructured commercial organization; revamped product development, launch effectiveness, and global commercialization leading to top-line growth (company statement) |
| Medtronic; Baxter; Intuitive Surgical; Covidien | Commercial leadership roles (titles not disclosed) | Pre-2025 (dates not disclosed) | Led multiple go-to-market transformations and organizational scale-ups for disruptive technologies (company statement) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed in appointment materials reviewed |
Fixed Compensation
| Component | 2025 Terms | Source |
|---|---|---|
| Base salary | Not disclosed as of appointment | |
| Target bonus % | Not disclosed | |
| Actual bonus | Not applicable at appointment | |
| Signing/retention cash | Not disclosed |
Expect base/bonus specifics and 2025 actuals to appear in the next DEF 14A covering 2025 compensation .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Exercise/Strike | Vesting | Plan/Rule | Notes |
|---|---|---|---|---|---|---|
| Stock Option (Inducement) | Effective first day of employment (June 2025) | 100,000 | Closing price on grant date (Nasdaq) | 25% on 1st anniversary of employment start; remaining 75% in three equal annual installments, subject to continued employment | Nasdaq Listing Rule 5635(c)(4) | Approved by Compensation Committee; inducement to employment |
Equity Ownership & Alignment
| Category | Amount/Detail | As of | Notes |
|---|---|---|---|
| Common shares owned directly | 80 | Form 3 event date 06/23/2025 | Initial statement of beneficial ownership |
| Indirect ownership | 44.61 shares by daughter (disclaimed) | Form 3 event date 06/23/2025 | Reporting person disclaims beneficial ownership of these securities |
| Derivatives reported on Form 3 | None listed | 07/01/2025 filing | Option inducement grant disclosed via 8-K; option typically reported on Form 4 when granted |
| Hedging/Pledging policy | Company states no standalone anti-hedging policy; insider trading policy applies | Proxy filed 04/28/2025 | Governance consideration for alignment risk |
| Clawback policy | Dodd-Frank/Nasdaq-compliant clawback adopted (cash and equity incentive awards) | Proxy filed 04/28/2025 | Applies to current/former executive officers |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Title | Chief Commercial Officer | |
| Announcement date | 06/17/2025 | |
| Employment commencement reference | 06/23/2025 (Form 3 event date) | |
| Contract term; renewal | Not disclosed | |
| Severance; change-of-control | Not disclosed (CCO terms not provided in filings reviewed) | |
| Non-compete / non-solicit | Not disclosed for CCO | |
| Equity inducement | Option to purchase 100,000 shares; 4-year vest (25% per year) | |
| Clawback applicability | Yes, per company clawback policy | |
| Hedging policy | No standalone anti-hedging policy |
Investment Implications
- Fresh commercial leadership focused on revenue growth: Appointment emphasizes execution in U.S. infertility and global partnerships, signaling a push toward near-term commercialization and scaling, which could be a catalyst if execution milestones are met .
- Retention and alignment via 4-year inducement option: The 100,000-share option with annual 25% vesting creates multi-year retention and alignment; vesting anniversaries may introduce periodic supply risk if sales occur upon vesting, subject to trading windows and personal decisions .
- Governance/hedging oversight: Absence of a standalone anti-hedging policy is a governance gap versus best-practice peers, partially offset by a Dodd-Frank/Nasdaq-compliant clawback covering incentive compensation .
- Ownership starting from a low base: Initial beneficial ownership was de minimis (80 direct shares plus 44.61 indirect reported and disclaimed) with future exposure driven by vesting of the inducement option and any subsequent awards; monitor Form 4s for grant issuance, vesting, and potential sales .
- Key watch items: Look for upcoming proxy disclosure of base salary/bonus targets, any sales leadership KPIs tied to incentives (e.g., revenue growth, gross margin, adoption metrics), and any additional inducement or refresh equity that could alter selling pressure dynamics .
Data sources: Femasys 8-K (appointment/inducement grant) ; Form 3 (initial ownership) ; DEF 14A (clawback, hedging policy baseline; future comp disclosure cadence) ; NeuroPace materials corroborating prior role .