David Roberts
About David Roberts
David B. Roberts, 61, is President of LeMaitre Vascular (since 2007) and has served on the Board of Directors since 2001. He joined LeMaitre in 1997 as VP of Business Development, became CFO in 2000 (through 2007), and holds a BA in Business Economics and History from Brown University and an MBA from Stanford GSB . Company performance in 2024: net sales $219.9M (+14% YoY), gross margin 68.6% (+297 bps), income from operations $52.3M (+42%), net income $44.0M (+46%), and diluted EPS $1.93 (vs $1.34) . Over recent years, compensation actually paid has been correlated with TSR, net income, and income from operations, with 5-year cumulative TSR exceeding the peer index (IHI) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LeMaitre Vascular | VP, Business Development | 1997–2000 | Led business development pre-IPO, foundational pipeline growth |
| LeMaitre Vascular | Chief Financial Officer | 2000–2007 | Oversaw finance during scale-up; positioned for profitable growth |
| LeMaitre Vascular | President | 2007–present | Leader of strategic transactions; execution across sales/operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lexington Medical, Inc. | Director | Not disclosed | Industry insights and network in medtech |
| Parasole Restaurant Holdings, Inc. | Director | Not disclosed | External governance experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 411,781 | 430,311 | 406,762 |
| Cash Bonus ($) | — | — | 15,000 |
| Stock Awards ($) | 250,000 | 250,000 | 270,000 |
| Option Awards ($) | 250,000 | 250,000 | 270,000 |
| Non-Equity Incentive Plan ($) | 91,408 | 194,641 | 176,053 |
| All Other Compensation ($) | 19,128 | 9,900 | 10,350 |
| Total ($) | 1,022,317 | 1,134,852 | 1,148,165 |
Additional 2025 cash comp (effective 1/1/2025): Salary $452,705; Annual bonus at plan $176,052 (note: transitioned to permanent four-day work schedule on May 20, 2024; compensation adjusted to 80%) .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weighting (Roberts) | Target | Actual | Payout |
|---|---|---|---|---|
| Net Sales | 52.5% of total target linked in aggregate to net sales, adjusted OpInc, net income | $211.0M | Above target | Paid above target; Roberts received $176,053 vs $163,280 target |
| Adjusted Income from Operations | $42.0M | Above target | As above | |
| Net Income | $34.8M | Above target | As above | |
| Individual Objectives | Remaining % of bonus opportunity | Various | Various | Included in actual payout |
Target 2024 non-equity incentive for Roberts: $163,280; actual: $176,053 .
Equity Incentives (PSUs to RSUs) and Options
| Grant Year | Instrument | Target/Grant Detail | Performance Result | Shares/Units to Roberts | Vesting |
|---|---|---|---|---|---|
| 2022 | PSUs (convert to RSUs) | Grant date fair value $125,000 | 100% of adjusted OpInc target achieved ($34.6M) | 2,649 RSUs | 25% on 2/29/2024; then annual for 3 years |
| 2023 | PSUs (convert to RSUs) | Grant date fair value $125,000 | 120% of adjusted OpInc target (target $42.0M; GAAP OpInc $52.3M) | 2,744 RSUs | 25% on 2/28/2025; then annual for 3 years |
| 2024 | PSUs (potential) | Target number 1,335 PSUs | Payout grid: 0%<80%; 80/100/120% linearly interpolated | 1,068/1,335/1,602 possible | 25% vests upon determination in Q1 2026; then annual for 3 years |
| 2024 | RSUs | 1,335 RSUs | N/A | 1,335 | Vests in equal annual installments over 4 years |
| 2024 | Options | 7,662 options @ $101.12; 7-year term | N/A | 7,662 | Vests in equal annual installments over 4 years |
Option and RSU timing policy: no practice of timing awards with MNPI; options priced at closing price on grant date; options and RSUs vest evenly over four years; PSUs vest 25% at determination, remainder annually .
2024 exercises/vests:
| Metric | 2024 Value | 2024 Shares |
|---|---|---|
| Options exercised | $294,403 | 7,307 |
| Stock vested | $377,232 | 3,966 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 49,196 shares; includes 34,038 options currently exercisable or exercisable within 60 days (less than 1% of outstanding) |
| Options exercisable within 60 days | 34,038 |
| RSUs not yet vested (examples) | 348 ($32,069 MV), 662 ($61,035 MV), 1,349 ($124,284 MV), 1,729 ($159,351 MV), 1,335 ($123,007 MV) as of 12/31/2024 |
| PSUs unearned (examples) | 1,079 ($99,427 MV), 2,210 ($203,586 MV), 1,068 ($98,406 MV) as of 12/31/2024 |
| Ownership guidelines | Not disclosed in proxy – |
| Hedging/Pledging | Hedging prohibited; 10b5‑1 plans permitted; no pledging policy disclosure |
| Clawback | SEC/Nasdaq-compliant clawback adopted (mandatory recovery for specified officers upon restatement) |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | June 20, 2006; at-will |
| Severance (without cause) | Lump sum equal to 4 weeks of base salary per completed 12-month period, capped at 52 weeks (health premium share for same period); option for 180-day transition period; non-compete/non-solicit for 2 years; repayment if covenants breached |
| Potential payments (12/31/2024) | Involuntary termination without cause: cash $406,762; health care $20,037; total $426,799; same totals for “Termination Without Cause After Change-in-Control” |
Board Service and Governance
- Board service: Director since 2001; currently a Class I nominee for term through 2028 .
- Committees: 2024 committee membership comprised solely of independent directors; Roberts (employee director) not listed on Audit, Compensation, or Nominating & Corporate Governance .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings; six directors attended the 2024 annual meeting .
- Independence context and dual-role implications: CEO serves as Chairman; Board has no Lead Independent Director; majority independent directors affirmed; combined CEO/Chair can limit independent leadership optics though Board cites information flow benefits .
- Director compensation: Employee directors do not receive cash fees for Board service; non-employee director fee/award structure disclosed separately .
Compensation Structure Analysis
- Mix and market benchmarking: Cash compensation for top NEOs (incl. President) was reviewed vs 18-medtech peer group; LMAT targeted 37th percentile; company sits 25th percentile revenue, 66th percentile operating income, 50th market cap vs peers .
- Pay-for-performance: 52.5% of Roberts’s target bonus tied to net sales, adjusted income from operations, and net income; all exceeded targets in 2024; payout above target .
- Equity design: Shift toward balanced mix (50% options, 25% RSUs, 25% PSUs in 2024 awards), with PSUs linked to budgeted operating income; no timing around MNPI .
- Say-on-pay: 96% approval in 2024, indicating shareholder support for program design .
Risk Indicators & Red Flags
- Hedging prohibited; 10b5‑1 allowed with cooling-off; reduces alignment concerns from derivatives .
- Clawback policy in place; Sarbanes-Oxley Section 304 compliance noted .
- Related party transactions: None disclosed for 2024 beyond ordinary course policy .
- Section 16 compliance: All officers/directors in compliance in 2024 .
Equity Vesting and Potential Selling Pressure
- Near-term vesting cadence: RSUs and options from 2024 grants vest in equal annual tranches over four years starting 12/6/2025; PSUs from 2024 will vest 25% upon Q1 2026 determination and annually thereafter .
- Recent liquidity events: 2024 option exercises (7,307 shares; $294,403 value) and stock vesting (3,966 shares; $377,232 value) suggest predictable delivery of shares into the market via vesting/exercise schedules; hedging is prohibited, trading plans permitted .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($M) | 20.6 | 30.1 | 44.0 |
| Income from Operations ($M) | 26.8 | 36.7 | 52.3 |
| Company TSR (Value of $100) | 132 | 165 | 269 |
2024 operational commentary: growth driven by increased procedures, higher ASPs, and sales force expansion; manufacturing efficiencies improved gross margin while meeting demand .
Compensation Committee and Peer Group
- Compensation Committee: Independent directors Jasinski (Chair), Roush, Shadan; met six times and acted by 19 unanimous written consents in 2024; process includes CEO input (excluding CEO-comp deliberations) and internal/external data; annual equity typically in Q4; quarterly incentives for some executives .
- Peer group (cash comp benchmarking): Angiodynamics, Anika Therapeutics, Artivion, Atricure, Atrion, AxoGen, CONMED, Greatbatch, Inari Medical, Integra LifeSciences, Merit Medical, Orthofix Medical, Penumbra, ShockWave Medical, Silk Road Medical, Surmodics, Tactile Systems Technology, TransMedics .
Investment Implications
- Alignment: Roberts’s pay is meaningfully tied to operating outcomes (net sales, adjusted and GAAP profitability), with multi-year equity vesting and PSUs tied to budgeted operating income; 2024 targets exceeded and PSUs paid above target in 2023 cycle, signaling alignment with profitable growth .
- Retention: Employment terms offer up to one year of salary-equivalent severance, 2-year non-compete/non-solicit, and option to require a 180-day transition, supporting continuity; ownership remains <1% but includes exercisable options, RSUs, and PSUs spanning several future years .
- Governance optics: Employee director status and combined CEO/Chair with no Lead Independent Director create independence optics to monitor, though Board majority is independent and committees are fully independent .
- Trading signals: Predictable vesting schedules (annual RSU/option tranches; PSU determinations) and historical exercises/vests may create periodic supply, but hedging is prohibited; use 10b5‑1 patterns and vesting calendars for timing risk management around earnings/events .
- Shareholder support: Strong 96% say-on-pay supports stability of comp design; continuation of PSU frameworks tied to operating income should keep focus on profitable growth execution .