George LeMaitre
About George LeMaitre
George W. LeMaitre, age 60, is Chairman and Chief Executive Officer of LeMaitre Vascular; he has been CEO and a director since 1992 and Chairman since 2004. He holds a BA in History and MBA from Stanford University and previously worked at Lehman Brothers, McCown De Leeuw (LBO associate), and Connecticut National Bank (credit analyst) . Under his leadership, 2024 results were strong: net sales $219.9M (+14% YoY), gross margin 68.6% (+297 bps), operating income $52.3M (+42%), net income $44.0M (+46%), and diluted EPS $1.93; the annual dividend was raised ~14% from $0.56 to $0.64 . Pay-versus-performance shows CAP aligned with TSR; a $100 initial investment in LMAT grew to $269 over five years vs $135 for the iShares US Medical Devices ETF (IHI) peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lehman Brothers | Investment Banking Analyst | Not disclosed | Early-career analytical training relevant to capital markets |
| McCown De Leeuw | Associate (Leveraged Buyouts) | Not disclosed | Transaction experience informs M&A and capital allocation |
| Connecticut National Bank | Credit Analyst | Not disclosed | Credit and risk assessment foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for George W. LeMaitre |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 Plan |
|---|---|---|---|---|
| Base Salary ($) | 568,498 | 592,659 | 622,292 | 806,347 (effective Jan 1, 2025) |
| Target Bonus ($) | Not disclosed | Not disclosed | 365,473 (2024 target under Bonus Plan) | 473,569 (2025 at plan) |
| Actual Bonus Paid ($) | 206,936 (Non-Equity Incentive) | 455,273 (Non-Equity Incentive) | 527,958 (Non-Equity Incentive) | Not disclosed |
| Cash Mix (Fixed vs Variable) | — | — | CEO 63%/37% (as % of total cash) | — |
Performance Compensation
- Short-term incentive design (2024): 75% of CEO’s target bonus was tied to company financial metrics with separate payouts for each metric; remaining 25% tied to individualized objectives .
| Metric | Weighting | Target | Actual vs Target | Payout | Vesting |
|---|---|---|---|---|---|
| Net Sales | Part of 75% | $211.0M | Above target | Contributed to above-target total payout ($527,958) | Cash (no vesting) |
| Adjusted Income from Operations | Part of 75% | $42.0M | Above target | Contributed to above-target total payout ($527,958) | Cash (no vesting) |
| Net Income | Part of 75% | $34.8M | Above target | Contributed to above-target total payout ($527,958) | Cash (no vesting) |
| Individual Objectives | 25% | Varied by role | Not disclosed | Included in total payout ($527,958) | Cash (no vesting) |
- PSU program payout history and 2024 award design:
- 2021 PSU cycle: canceled (did not achieve ≥80% of adjusted operating income target) .
- 2022 PSU cycle: 100% payout; converted into RSUs vesting 25% on Feb 29, 2024 and annually thereafter (George: 5,828 RSUs) .
- 2023 PSU cycle: 120% payout; converted into RSUs vesting 25% on Feb 28, 2025 and annually thereafter (George: 6,038 RSUs) .
- 2024 PSU cycle: performance period FY2025, metric operating income vs budget; payout grid: <80%: 0%; 80%: 80%; 100%: 100%; 120%: 120%; initial 25% vests on certification in Q1 2026, remaining annually over three years .
| Equity Type | Grant Date | Count/Value | Exercise Price / Payout Grid | Term | Vesting |
|---|---|---|---|---|---|
| Stock Options (CEO) | 12/6/2024 | 28,377 options; $1,000,000 grant-date fair value | $101.12 per option | 5-year term for CEO’s incentive stock options | Equal annual over 4 years |
| RSUs (CEO) | 12/6/2024 | 4,945 RSUs; $1,000,000 grant-date fair value | — | — | Equal annual over 4 years |
| PSUs (CEO) | 12/6/2024 | Threshold 3,956; Target 4,945; Max 5,934; $1,000,000 grant-date fair value (assumes target) | 80%/100%/120% of budgeted operating income | — | 25% on certification; remaining annually next 3 years |
| Prior PSU → RSU (2022) | Vested starting 2/29/2024 | 5,828 RSUs | 100% payout achieved | — | 25% on 2/29/2024; annual thereafter |
| Prior PSU → RSU (2023) | Vested starting 2/28/2025 | 6,038 RSUs | 120% payout achieved | — | 25% on 2/28/2025; annual thereafter |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 1,927,003 |
| Ownership (% of outstanding) | 8.54% |
| Options currently exercisable or exercisable within 60 days | 34,619 |
| 2024 Option Exercises | 17,626 shares; $468,423 value realized |
| 2024 Stock Vested | 9,238 shares; $880,395 value realized |
| Hedging | Prohibited for insiders (no collars, swaps, exchange funds) |
| Pledging | Not disclosed in proxy |
Outstanding unvested awards detail (selected CEO entries, as of 12/31/2024):
- Unvested RSUs: 1,011 ($93,199), 1,455 ($134,108), 2,966 ($273,331), 3,804 ($350,460), 4,945 ($455,632) .
- Unearned PSUs (not yet vested/converted): 2,373 ($218,664), 4,862 ($447,978), 3,956 ($364,506) .
Employment Terms
- Contract: At-will; employment agreement dated October 10, 2005 .
- Severance (termination for good reason or without cause): Lump sum equal to two weeks of current base salary per completed year of service, capped at 52 weeks; continued employer-share health insurance premiums for same period; conditioned on release, non-disparagement, resignation, and return of property .
- Non-compete / non-solicit: 2 years post-termination; breach requires reimbursement of severance paid after breach date .
- Change-in-control: Potential payments mirror involuntary termination without cause; CEO cash severance $622,292 and healthcare $20,037; total $642,329 at 12/31/2024 .
- Clawback: SEC Rule 10D-1/Nasdaq-compliant policy; recovery of erroneously awarded incentive compensation within a three-year lookback upon restatement .
- Insider trading policies: Prohibit hedging; permit compliant Rule 10b5-1 trading plans with cooling-off periods .
Board Governance
- Board leadership: CEO serves as Chairman; Board determined combined role appropriate; no Lead Independent Director .
- Independence: Five directors affirmed independent (Jasinski, O’Connor, Ross, Roush, Shadan) .
- Committees (2024 composition): Audit (O’Connor Chair; Jasinski; Roush), Compensation (Jasinski Chair; Roush; Shadan), Nominating & Corporate Governance (Ross Chair; Jasinski) .
- Meetings/attendance: Board held seven meetings plus four written consents; all directors attended ≥75% of aggregate Board and committee meetings; six directors attended the 2024 annual meeting; independent director executive sessions typically at least once per year .
- Compensation process: CEO helps develop agendas/proposals but is excluded from deliberations on his compensation; Committee met six times and acted by unanimous written consent nineteen times in 2024 .
- Director compensation: Employee directors receive no cash for Board service; non-employee director policy includes $26,000 Board retainer plus committee retainers and annual equity grants of $170,000 (50% options/25% PSUs/25% RSUs) .
Compensation Peer Group and Say-on-Pay
- 2024 internal compensation study peer group included 18 medtech companies (e.g., Angiodynamics, CONMED, Integra, Merit, Penumbra, ShockWave, Silk Road, Surmodics, TransMedics) .
- Relative positioning vs peer group: Revenue 25th percentile; operating income 66th; market cap 50th; employee population 25th; adjustments moved NEO cash comp to ~37th percentile benchmarks .
- Say-on-Pay: 2024 advisory approval >96% . Board recommends triennial say-on-pay frequency starting 2025 .
Performance & Track Record
| Metric | 2024 Result |
|---|---|
| Net Sales | $219.9M (+14% YoY) |
| Gross Margin | 68.6% (+297 bps YoY) |
| Income from Operations | $52.3M (+42% YoY) |
| Net Income | $44.0M (+46% YoY) |
| Diluted EPS | $1.93 (vs $1.34 in 2023) |
| Dividend | Annualized increased ~14% to $0.64 |
| 5-year TSR vs IHI | Company $269; Peer $135 (initial $100 basis) |
Execution notes: 2024 growth supported by increased procedures, higher ASPs, sales force expansion; manufacturing efficiencies lifted margins while meeting demand .
Equity Ownership & Director Service History (Board-specific)
- George LeMaitre is a Class I director nominee; his Board service dates to 1992; he serves as Chairman .
- Committee roles: As CEO/Chairman, he is not listed on standing committees; committees are fully independent membership .
- Independence concerns: Combined CEO/Chair role without a Lead Independent Director; Board cites benefits of unified leadership and CEO’s extensive company knowledge .
Related Party Transactions and Compliance
- Related party: Company policy requires Audit Committee/Board review; no related party transactions disclosed since Jan 1, 2024 .
- Section 16 compliance: All required insider filings were timely in 2024 per company’s review .
Investment Implications
- Alignment: High insider ownership (8.54%) and prohibited hedging support long-term alignment; PSUs tied to operating income have shown discipline (2021 canceled; 2022/2023 paid at 100%/120%) .
- Incentive leverage: 2024 strong financial outperformance translated into above-target cash bonus for CEO; equity grants increased in 2024 (options/RSUs/PSUs totaling $2M) and 2025 cash comp moved to 37th percentile—watch dilution/overhang and cadence of vesting/settlement as potential supply on the tape .
- Retention/transition risk: Severance economics are modest (≤52 weeks salary plus benefits; no enhanced CIC multiple); robust two-year non-compete/non-solicit provisions; clawback in place—overall retention risk manageable with typical governance protections .
- Governance flags: CEO-Chair dual role and absence of a Lead Independent Director could be viewed as a governance overhang, partially offset by independent committees and strong majority independent board .
- Trading signals: 2024 exercises/vesting (17,626 options; 9,238 RSUs) indicate periodic liquidity events; upcoming multi-year RSU/PSU vest schedules suggest regular supply—monitor 10b5-1 plan updates and vesting calendars for timing around earnings/blackouts .