David Paul
GLOBUS MEDICALAbout David C. Paul
David C. Paul is Globus Medical’s founder, Executive Chairman, and Chairman of the Board; age 58; B.S. in Mechanical Engineering (University of Madras) and M.S. in Computer Integrated Mechanical Engineering Systems (Temple University). He served as CEO from 2003–2017 and transitioned to Executive Chairman thereafter; prior roles include Director of Product Development at Synthes and Research Engineer at Temple University; he is named inventor on ~225 patents/applications and serves on boards of Free Flow Medical and Cross Ventures, LLC . As Executive Chairman and largest stockholder, Globus is a “controlled company” under NYSE rules; the Board reinstated a Lead Independent Director in 2025 to enhance governance .
Company performance context (TSR, revenue, net income)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Globus Medical TSR (Value of $100) | $111 | $123 | $126 | $91 | $140 |
| S&P 500 Health Care Equipment Index TSR (Value of $100) | $118 | $141 | $114 | $125 | $138 |
| Revenue (GAAP, $) | $789,042,000 | $958,102,000 | $1,022,843,000 | $1,568,476,000 | $2,519,355,000 |
| Net Income (GAAP, $) | $102,285,000 | $149,191,000 | $190,169,000 | $122,873,000 | $102,984,000 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Globus Medical | Chief Executive Officer | 2003–2017 | Founder-CEO; scaled product portfolio and commercial execution |
| Synthes (Synthes-Stratec) | Director of Product Development | Prior to 2003 | Led product development and marketing, core to spine/orthopedics innovation |
| Temple University | Research Engineer (Biomaterials) | Prior to Synthes | Advanced biomaterials research underpinning device design |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Free Flow Medical | Director | Current | Early-stage medtech oversight; innovation pipeline visibility |
| Cross Ventures, LLC | Director | Current | Real estate entity; potential non-core business exposure |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Year | Base Salary ($) | Bonus ($) | Non-Equity Incentive ($) | Option Awards (Grant-date FV, $) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 427,870 | 16,573 | 623,171 | 1,521,693 | 23,542 | 2,612,849 |
| 2023 | 448,506 | – | 726,109 | 2,015,952 | 31,129 | 3,221,696 |
| 2024 | 457,419 | – | 999,000 | 1,573,332 | 30,049 | 3,059,800 |
2024 plan-based awards (cash incentive mechanics and option grant):
| Grant Date | Metric | Target Payout ($) | Maximum Payout ($) | Options (#) | Exercise Price ($) | Option Grant FV ($) |
|---|---|---|---|---|---|---|
| Jan 26, 2024 | Revenue (non-equity incentive) | 990,000 | 1,305,000 | 75,000 | 53.75 | 1,573,332 |
Notes: Cash payouts are tied to revenue goal attainment; 100% revenue → 110% of base reference; 110% revenue → 145% of base reference . Non-employee director fees (context): $70,000 annual retainer; committee memberships $10,000 each; Audit Chair $30,000; annual director options (15,000) at $53.75 vested in one year .
Performance Compensation
Annual incentive structure and outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (2024 non-equity incentive plan) | Not disclosed; payout formula tied to revenue attainment | $990,000 (110% of base reference for 100% revenue goal) | Not disclosed; payout implies strong attainment | $999,000 cash earned in 2024 (paid in 2025) | Cash paid following year |
Equity awards and vesting schedules (options):
| Award | Status (12/31/2024) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|
| 2016 grant | 34,375 exercisable | 25.52 | 1/25/2026 | Fully exercisable by 2020 |
| 2017 grant | 106,250 exercisable | 26.27 | 1/30/2027 | Fully exercisable by 2021 |
| 2018 grant | 100,000 exercisable | 43.77 | 1/22/2028 | Fully exercisable by 2022 |
| 2019 grant | 100,000 exercisable | 43.58 | 1/22/2029 | Fully exercisable by 2023 |
| 2020 grant | 100,000 exercisable | 53.27 | 1/22/2030 | Became exercisable starting 2021 |
| 2021 grant | 100,000 total; 97,917 exercisable / 2,083 unexercisable | 65.05 | 1/14/2031 | 25% at first anniversary; remainder monthly over 36 months |
| 2022 grant | 75,000 total; 54,688 exercisable / 20,312 unexercisable | 63.68 | 1/27/2032 | 25% at first anniversary; remainder monthly over 36 months |
| 2023 grant | 75,000 total; 35,938 exercisable / 39,062 unexercisable | 75.18 | 1/26/2033 | 25% at first anniversary; remainder monthly over 36 months |
| 2024 grant | 75,000 unexercisable | 53.75 | 1/26/2034 | 25% at first anniversary; remainder monthly over 36 months |
Change-in-control and acceleration: If awards under the 2012/2021 plans are not assumed or replaced by an acquirer, all outstanding awards become fully vested/immediately prior to transaction consummation; NEO unvested stock options vest upon termination in connection with a change in control .
Equity Ownership & Alignment
| Security | Beneficially Owned (Shares) | % of Class | Voting Power (%) | Notes |
|---|---|---|---|---|
| Class A Common Stock | 697,917 (includes 26,042 outstanding and 671,875 options exercisable within 60 days) | <1% | — | Address and holdings footnote detail; options within 60 days included |
| Class B Common Stock | 22,258,997 | 99.2% of Class B | 66.2% total voting power (10 votes/share for Class B) | Includes joint holdings with spouse and family trusts; certain trust holdings disclaimed |
| 2024 Option Exercises | 26,042 shares acquired; not sold on open market | — | — | Indicates no immediate selling pressure from exercise |
| Hedging/Pledging | Prohibited for directors and Section 16 officers; margin accounts and monetization transactions disallowed | — | — | Company insider trading policy |
Stock ownership guidelines (executive/director multiples of salary): not disclosed in proxy; hedging/pledging restrictions serve alignment objectives .
Employment Terms
| Term | David Paul Status | Details |
|---|---|---|
| Employment agreement | None | No individual employment contract; compensation set by Compensation Committee |
| Severance | No guaranteed cash severance | Committee provides severance in limited cases; applies to certain other NEOs, not Paul |
| Change-in-control (CIC) | Option acceleration value estimate $2,889,460 (no cash) | Based on $82.71 stock price on 12/31/2024; acceleration if awards not assumed/replaced; unvested options vest upon termination in connection with CIC |
| Clawback (recoupment) | Adopted Dec 1, 2023 | Applies to incentive-based compensation received on/after Oct 2, 2023 upon required restatement; recovery regardless of misconduct (subject to impracticability conditions) |
| Indemnification | Full indemnification agreements as permitted under Delaware law | Advancement of expenses; standard exclusions (e.g., Section 16(b) disgorgement) |
| Non-compete/Non-solicit | Not disclosed | — |
Board Governance
| Attribute | Detail |
|---|---|
| Roles | Chairman of the Board, Executive Chairman; Compensation Committee Chair; member, Nominating & Corporate Governance Committee |
| Committee independence | Compensation and Nominating & Corporate Governance Committees include non-independent members due to controlled company exemptions; Audit Committee fully independent |
| Controlled company | >50% voting power held by David Paul; relying on certain NYSE governance exemptions |
| Lead Independent Director | Role reinstated Feb 2025; Jim Tobin appointed |
| Board/Committee meetings | 2024: Board 5 regular + 2 special; each director attended ≥75% of meetings/committees served |
| Compensation consultant | FW Cook engaged; no conflicts identified in 2023; peer group updated for 2025 |
Director Compensation (context for governance)
| Component | 2024 Levels |
|---|---|
| Annual cash retainer (non-employee directors) | $70,000 |
| Committee membership fees | $10,000 per committee |
| Audit Chair fee | $30,000 |
| Annual equity grant | Options to purchase 15,000 shares at $53.75; vest in one year |
Compensation Structure Analysis
- Pay mix emphasizes performance and long-term equity: annual revenue-based cash incentives plus significant annual option grants; non-equity incentive payouts tied to revenue attainment; equity awards vest over four years with monthly ratable vesting after first anniversary .
- No employment agreement or guaranteed severance for Paul; CIC treatment focuses on equity acceleration rather than cash, reducing cash parachute risk but preserving option value upon transaction .
- Say-on-pay support was strong (>95% approval in 2024), suggesting shareholder endorsement of pay practices and outcomes .
- Equity plan share pool expansion proposed in 2025 (+2,000,000 shares to 11,000,000 under 2021 Plan), supporting ongoing equity-based incentives but creating potential dilution considerations .
Compensation Peer Group (benchmarking)
Peer companies used for 2025 pay benchmarking: CONMED, Insulet, QuidelOrtho, The Cooper Companies, Integer, Teleflex, Dentsply Sirona, LivaNova, Alphatec Holdings, Enovis, Merit Medical Systems, Integra Lifesciences, Envista, Penumbra, Glaukos .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: over 95% in favor; Compensation Committee did not implement changes based on vote; annual frequency recommended .
Risk Indicators & Red Flags
- Controlled company governance: committees not entirely independent; Executive Chairman chairs Compensation Committee; mitigated by reinstated Lead Independent Director and majority-independent Board/Audit Committee .
- Hedging/pledging prohibited for directors/officers; reduces misalignment/forced selling risk .
- Related party transactions: none >$120,000 reported since Jan 1, 2024 .
- Section 16 reporting: two Form 4s for Messrs. Paul and Davidar were inadvertently filed late due to administrative error .
Equity Ownership & Alignment Details (Breakdown)
| Category | Amount |
|---|---|
| Options currently exercisable within 60 days (Class A) | 671,875 shares included in beneficial ownership |
| Jointly held Class B with spouse | 20,867,524 shares |
| Trust holdings | 1,562,573 (Paul Family Irrevocable Trust); 171,100 (Sonali Paul Children’s Irrevocable Trust); certain children’s trust holdings disclaimed |
Investment Implications
- Alignment: Paul’s substantial Class B stake (66.2% voting power) and prohibition on hedging/pledging drive long-term alignment but also entrench control; pay design emphasizes revenue growth and long-term option vesting, linking incentives to operational performance and stock price appreciation .
- Retention/trading signals: Absence of a personal severance agreement reduces cash exit optionality; monthly vesting of sizable option grants implies periodic potential for exercises—monitor 36-month vesting cadence post-anniversary; 2024 exercise without sale suggests limited near-term sell pressure .
- Governance risk: Executive Chairman as Compensation Committee Chair and controlled company exemptions raise independence concerns; Lead Independent Director reinstatement is a positive step, but pay decisions remain influenced by Paul’s role; continue to monitor committee composition and say-on-pay trends .
- Dilution risk: Proposed 2021 Plan share increase (+2,000,000 shares) supports talent retention and equity alignment but raises dilution; evaluate alongside TSR and revenue trajectory post-NuVasive integration .
Overall, Paul’s founder ownership and option-heavy incentives indicate strong long-term alignment, while controlled-company governance warrants ongoing scrutiny of pay decisions and equity usage. The cash incentive’s sole focus on revenue keeps attention on topline growth—investors should monitor margin/EBITDA trends in filings and vesting-driven exercise cadence for potential supply overhang signals .