Thomas D. Salus
About Thomas D. Salus
Thomas D. Salus (age 56) is Chief Legal and Administration Officer and Secretary of Lifecore Biomedical (LFCR), appointed April 14, 2025. He previously served as General Counsel – Corporate, Securities & Transactions and Assistant Secretary at Viatris (2024–2025), and senior corporate legal roles at Mylan and VWR International; he holds a B.S. in Business Administration from Bucknell University and a J.D. from Boston College Law School . Lifecore’s FY2025 context included Adjusted EBITDA of $19.5M and a GAAP net loss of $38.7M, with a compensation emphasis on performance equity (PSUs) aligning executives to sustained stock price improvement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viatris Inc. (Nasdaq: VTRS) | General Counsel – Corporate, Securities & Transactions; Assistant Secretary | Apr 2024 – Apr 2025 | Led corporate governance, SEC/Nasdaq reporting/compliance, capital markets, M&A; managed 15+ legal professionals |
| Viatris Inc. / Mylan N.V. | Deputy General Counsel; Assistant Secretary | Jun 2017 – Apr 2024 | Senior leadership for corporate matters through Mylan–Upjohn combination and Viatris formation |
| Mylan N.V. | Associate Global General Counsel – BD and Operations | Mar 2014 – Jun 2017 | Supported global business development and operations legal frameworks |
| VWR International (now Avantor) | Senior corporate legal roles | Prior to 2014 | Corporate leadership supporting multi‑billion life science distribution platform |
| Faegre Drinker Biddle & Reath LLP (and other firms) | Attorney | Prior years | Corporate/securities transactional practice foundation |
External Roles
No public company board roles or external directorships disclosed for Mr. Salus in company filings reviewed .
Fixed Compensation
| Metric | FY2025 | FY2026 (target) |
|---|---|---|
| Base Salary ($) | $460,000 (annual rate; joined Apr 14, 2025) | $460,000 (ongoing) |
| Target Bonus (%) | Not eligible for FY2025 Bonus Plan | 50% of base salary; plus 125% of any earned FY2026 bonus (make‑whole) |
| Actual Bonus Paid ($) | $0 (not eligible) | Not disclosed |
Performance Compensation
Equity awards and vesting mechanics
| Award Type | Grant Date | Shares / Units | Vesting Schedule | Key Terms |
|---|---|---|---|---|
| Make‑Whole RSU | Apr 14, 2025 | 170,000 | 56,666 on Apr 14, 2026; 56,666 on Apr 14, 2027; 56,668 on Apr 14, 2028 (service‑based) | Inducement grant to replace prior comp; standard RSU terms |
| RSU | Apr 14, 2025 | 45,000 | Vests in full on Apr 14, 2028 (service‑based) | Standard RSU terms |
| PSU (10 tranches) | Apr 14, 2025 | Up to 370,000 (37,000 per tranche) | Vests upon sustained 20‑day avg stock price hurdles from $7.50 to $35.00 within 5 years; settlement 50% at vest date and 50% one year later | Drives alignment to long‑term TSR; no vesting at prices below $7.50 |
| Stock Options | Apr 14, 2025 | 210,000 | 1/3 on Apr 14, 2026; remainder monthly 1/36 thereafter; 7‑year term; strike $6.17 | Value realizable only if stock > $6.17; inducement grant |
FY2025 Company bonus framework (Salus not eligible, for context)
| Performance Metric | Weight | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| Adjusted EBITDA | 80% | $25.3M | $19.5M (below minimum) | No formula payout; committee used limited discretion for CEO/CFO only |
| S: No specified regulatory observations | 5% | Qualitative | Achieved | Contributed to discretion (non‑formula) |
| S: Commercial rejection threshold/cost of rejections/reserves | 5% | Qualitative | Achieved | Contributed to discretion (non‑formula) |
| G: New product development revenue growth | 5% | Quant/Qual | Not disclosed | N/A (no formula payout) |
| G: Number of late‑stage programs | 5% | Quant/Qual | Not disclosed | N/A (no formula payout) |
Equity Ownership & Alignment
| Ownership Snapshot (Record Date Sep 2, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 25,978 shares (<1%) | As reported; less than 1% of common |
| Unvested RSUs (as of May 25, 2025) | 215,000 | 170,000 make‑whole + 45,000 RSU; market value $1,444,800 at $6.72 |
| PSUs outstanding (as of May 25, 2025) | 370,000 | Unearned; illustrative market value $2,486,400 at $6.72 (no vest below $7.50) |
| Options outstanding | 210,000 | Strike $6.17; expire Apr 14, 2032 |
| Hedging/pledging policy | Prohibited for officers and directors | |
| Executive ownership guidelines | 3× base salary; 5‑year phase‑in; must retain 50% of net shares until compliant |
Employment Terms
| Term | Detail |
|---|---|
| Start date and roles | Appointed Chief Legal & Administration Officer and Secretary on Apr 14, 2025 |
| Employment status | At‑will; remote with ~1 week/month at HQ (expenses reimbursed) |
| Severance plan tier | Executive Change in Control Severance Plan, Tier 2 |
| Change‑of‑control economics | 75% of base salary + 75% of target bonus; pro‑rated target bonus for year; full acceleration for RSUs/options and PSUs assumed at target (per deal price mechanics) |
| Non‑COC termination (without cause / Good Reason) | Same cash severance (75% + 75% target), pro‑rated bonus, equity acceleration as above; 12 months COBRA; 12 months outplacement |
| Good Reason / Cause | Good Reason includes Company’s material breach of Salus Agreement; Cause includes loss/suspension of law license (with cure window for CLE) |
| Clawback | Mandatory recoupment for restatements under Exchange Act §10D and Nasdaq (effective Oct 2, 2023) |
| Deferred comp / tax gross‑ups | No 280G excise tax gross‑ups for executives |
Compensation Structure Notes
- Heavy weighting to PSUs with ten escalating stock price hurdles ($7.50–$35.00), promoting long‑term alignment and retention via two‑stage settlement (50% at vest; 50% one year later) .
- Options struck at $6.17 create leverage above strike; early vesting cadence (first third at one year) may introduce event‑driven liquidity windows .
- RSU tranches (56,666/56,666/56,668) and a 3‑year cliff RSU enhance retention and staged ownership build .
Performance & Track Record (Company context during early tenure)
- FY2025 Adjusted EBITDA was $19.5M; GAAP net loss was $(38.7)M, driven by elevated legal/audit/legacy costs, with committee emphasizing performance‑based equity for new executives .
- 2024 Say‑on‑Pay approval was 99.1%, reflecting shareholder support for the pay‑for‑performance framework; 2025 Say‑on‑Pay is recommended “FOR” by the Board .
- Compensation peer set (22 life sciences/CDMO/CRO/medtech companies) used for context, not strict benchmarking .
Risk Indicators & Red Flags
- Clawback policy (enhanced, Nasdaq‑compliant) reduces misreporting risk; hedging/pledging prohibited, supporting alignment .
- No excise tax gross‑ups on change‑of‑control payments (shareholder‑friendly) .
- Litigation involving investor 22NW disclosed at the company level; not specific to Salus personally; discovery ongoing in 2025 .
Compensation Peer Group (Benchmarking context)
Aclaris Therapeutics; ANI Pharma; Anika Therapeutics; Artivion; Avid Bioservices; Cerus; ChromaDex; Codexis; DLH Holdings; Harvard Bioscience; Inotiv; Natural Alternatives International; OraSure Tech; Personalis; ProPhase Labs; ReGenXBio; Societal CDMO; Standard BioTools; Surmodics; Sutro Biopharma; InfuSystem; Xtant Medical .
Equity Vesting Calendar Highlights (Potential selling pressure windows)
- Apr 14, 2026: 56,666 RSUs vest; 70,000 options become exercisable (first third); PSU tranches could vest upon sustained price ≥$7.50 (market‑dependent) .
- Subsequent monthly option vesting and annual RSU tranches through 2028; PSUs settle in two stages (liquidity staggered) .
Investment Implications
- Strong long‑term alignment: PSU hurdles and two‑stage settlement incentivize sustained share price performance; RSU/option cadence creates multi‑year retention and controlled liquidity events .
- Near‑term insider selling pressure risk is moderate: first RSU/option vest (Apr 2026) introduces potential liquidity but ownership guidelines require 50% net‑share retention until 3× salary, tempering sales .
- Change‑of‑control protections (Tier 2) include equity acceleration and cash severance (75%× salary/bonus), balancing retention with standard governance (no gross‑ups, clawback in place) .