Joseph Pellegrino
About Joseph P. Pellegrino, Jr.
Joseph P. Pellegrino, Jr. (age 60) has served on LMAT’s board since October 2016; he retired as Chief Financial Officer on March 7, 2025 after joining the company in 2005 and serving as CFO from July 2007 to March 2025 . He holds a BA in Economics from Harvard College and an MBA from Harvard Business School . As of the 2025 proxy, the board did not classify him as an independent director given his recent executive role . His board tenure and deep financial/operational background position him with broad skills across finance, M&A, and medical device operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LeMaitre Vascular, Inc. | Chief Financial Officer | Jul 2007 – Mar 2025 | Led finance; long-tenured NEO; drove pay-for-performance structures tied to net sales, operating income, net income |
| LeMaitre Vascular, Inc. | Executive VP, Finance | 2005 – 2007 | Finance leadership pre-CFO; operational alignment with business growth |
| Zoots, Inc. | SVP, Operations | 1997 – 2003 | Consumer services operations; scale and efficiency focus |
| Lehman Brothers | Investment Banking Analyst (M&A) | Prior to Zoots; year not specified | Transaction experience; financial analysis |
| Regional mall-based specialty retailer | Founder/Operator | Prior; year not specified | Built and sold the business; entrepreneurial credentials |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Precision Optics Corporation, Inc. | Director | Mar 2025 | Designs/manufactures advanced optical instruments for medical, defense, aerospace |
| Access Vascular, Inc. | Director | Not specified (current) | Private medical device company focused on venous access devices |
Board Governance
- Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in 2024 (those committees comprised exclusively independent directors) .
- Independence: The board identified five independent directors (Jasinski, O’Connor, Ross, Roush, Shadan); Pellegrino was not included, reflecting his recent CFO role and non-independence at the time of determination .
- Attendance: In 2024 the board met seven times (plus four written consents), and all directors attended at least 75% of aggregate board and committee meetings .
- Executive sessions and leadership: Independent directors hold at least one executive session per year; the board is chaired by the CEO and there is no Lead Independent Director .
Fixed Compensation
| Component (CFO/NEO) | 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 419,862 | NEO fixed pay level |
| Target Bonus (Plan) | 163,280 | 2024 plan target; fixed/variable cash mix for him was 72%/28% |
| 2025 Base Salary | 419,862 | No change vs 2024 |
| Director Cash Fees (2024) | — | Employee directors do not receive director cash fees |
| Non-Employee Director Policy (2024) | Board retainer $26,000; Audit Chair $20,000; Comp Chair $7,500; Nominating Chair $6,500; Audit member $6,000; Comp member $2,500; Nominating member $2,000 | Policy for independent directors (he was an employee in 2024) |
Performance Compensation
| Metric/Instrument | Detail | Year/Date |
|---|---|---|
| Bonus performance metrics | Net sales target $211.0m; adjusted income from operations target $42.0m; net income target $34.8m; 52.5% of Pellegrino’s target bonus tied to these company metrics | 2024 |
| Actual bonus paid | $216,683 (above target payout based on exceeding financial targets) | 2024 |
| Equity grant mix | 2024 annual equity value $675,000: 50% options, 25% RSUs, 25% PSUs (PSUs valued at target) | 2024 |
| Option grant | 9,577 options at $101.12, 7-year term, vest in equal annual installments over 4 years | Granted 12/6/2024 |
| RSU grant | 1,669 RSUs, 4-year equal annual vesting | Granted 12/6/2024 |
| PSU performance grid (2025 ops income vs budget) | <80%: 0%; 80%: 80%; 100%: 100%; 120%: 120%; linearly interpolated; at determination, 25% vests with remaining 75% over next 3 anniversaries | 2024 award performance period (assessed in Q1 2026) |
| PSU payout (2022 grant assessed 2024) | Achieved 100% of adjusted income from ops target → 2,649 RSUs to Pellegrino; 25% vested 2/29/2024; remainder annually over next 3 years | Filed 2/29/2024 |
| PSU payout (2023 grant assessed 2025) | Achieved 120% of adjusted income from ops target → 2,744 RSUs to Pellegrino; 25% vested 2/28/2025; remainder annually over next 3 years | Filed 2/28/2025 |
2024 Option Exercises and Stock Vested (Insider Activity)
| Category | Shares | Value ($) |
|---|---|---|
| Options exercised | 33,884 | 1,138,316 |
| Stock awards vested | 3,966 | 377,232 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Precision Optics Corporation, Inc. | Public | Director | No LMAT-related party transaction disclosed; board policy requires Audit Committee review/approval of any Item 404 related transactions |
| Access Vascular, Inc. | Private | Director | No LMAT-related party transaction disclosed |
Expertise & Qualifications
- Education: BA, Economics (Harvard College); MBA (Harvard Business School) .
- Board skills: Matrix shows competencies across public company board experience, financial/accounting, risk management, HR/Comp, executive experience, operations, strategic planning, medical device industry, M&A, global experience, sales/marketing, research & development .
- CFO/finance leadership: Long-tenured CFO aligning incentives with net sales, income from operations, net income .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Joseph P. Pellegrino, Jr. | 25,124 | <1% | Includes 15,558 options exercisable within 60 days of Mar 5, 2025 |
Employment & Contracts
| Term | Key Provision |
|---|---|
| Employment agreement (Apr 20, 2006) | At-will; if terminated without cause: lump sum equal to greater of $100,000 or two weeks of base salary per full year of service; severance conditioned on release, resignation, return of property; two-year non-compete/non-solicit with clawback of severance upon breach |
| Retirement | Retired as CFO effective Mar 7, 2025; no payment made in connection with retirement |
Compensation Peer Group and Say-on-Pay
- Peer group (18 medical device companies) used for benchmarking CEO/President/CFO; LMAT targeted 37th percentile for cash compensation and granted equity at/below that percentile .
- 2024 Say-on-Pay approval: >96% votes in favor .
Risk Indicators & Policies
- Hedging policy: Company prohibits insiders (including directors) from engaging in hedging or monetization transactions in LMAT securities; Rule 10b5-1 trading plans permitted with cooling-off periods .
- Clawback: SEC/Nasdaq-compliant clawback policy mandates recovery of erroneously awarded incentive compensation upon restatement from covered officers (including CFO) within the three-year lookback, for compensation received on/after Oct 2, 2023 .
- Section 16 compliance: Company reported all filing requirements complied with for 2024 .
- CFO transition: Announced Aug 26, 2024; retirement effective Mar 7, 2025; successor CFO appointed March 2025; no severance paid on retirement .
Governance Assessment
- Independence and committee roles: As of the 2025 proxy, Pellegrino was not classified as independent and did not serve on independent board committees in 2024; independence may be reconsidered prospectively post-retirement but not yet disclosed .
- Alignment and ownership: Holds 25,124 shares (<1%), with a significant portion as vested options; meaningful insider participation via equity and historic PSU structures linked to operating performance .
- Conflicts/related party exposure: No related party transactions disclosed involving Pellegrino; board policy requires Audit Committee oversight of any related person transactions .
- Attendance and engagement: Met the company’s attendance expectations (≥75%) amid seven board meetings in 2024; independent director executive sessions occur at least annually .
- Signals: Strong pay-for-performance architecture (bonus tied to net sales, operating income, net income) and PSU outcomes tied to adjusted operating metrics; hedging ban and clawback compliance reinforce alignment and risk control .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging violations, or say-on-pay issues. Independence status (given recent CFO role) and lack of committee memberships are notable for board effectiveness considerations; future classification updates post-retirement should be monitored .