Geoffrey Rose
About Geoffrey Rose
Geoffrey Beran Rose, 51, is Chief Commercial Officer at Pulmonx (LUNG). He has served as CCO since January 2020 after holding VP, Marketing & Business Development from December 2014 to January 2020; prior roles include marketing leadership and strategy within Boston Scientific’s Endoscopy division and Corporate R&D/Clinical, following nine years in healthcare/technology strategic consulting; he holds a B.A. from Yale and an M.B.A. from MIT Sloan . As part of LUNG’s pay-for-performance design, 2023 executive bonuses were tied to corporate metrics (Revenue 65%, Adjusted EBITDA 10%, commercial/market goals 25%) with achievement at 104.2% of target; Rose’s 2023 non‑equity incentive payout was $201,627 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pulmonx | VP, Marketing & Business Development | Dec 2014 – Jan 2020 | Led commercial strategy and BD; prepared for CCO role |
| Boston Scientific (Endoscopy Division) | Director of Marketing & Business Development | May 2009 – Aug 2013 | Drove endoscopy business initiatives |
| Boston Scientific (Corporate R&D/Clinical) | Director in Corporate R&D and Clinical | Aug 2006 – Apr 2009 | Strategy within R&D and clinical organizations |
| Boston Scientific (Corporate) | Global Group Marketing Director | Aug 2013 – Dec 2014 | Global marketing leadership |
| Consulting (Healthcare/Technology) | Strategy Consultant | ~9 years pre‑2006 | Strategic consulting for healthcare/technology clients |
External Roles
- No external public company directorships disclosed for Rose in the cited filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| 2024 | 445,100 | 45% of base | Offer letter updated base effective Jan 2024 |
| 2023 | 430,000 | 45% of base | Included in NEOs with 45% target |
| 2022 | 417,000 | — | Target % not separately disclosed for 2022 in the proxy |
Performance Compensation
| Year | Metric | Weighting | Target | Actual Achievement | Payout to Rose ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 | Revenue | 65% | Corporate target with threshold/overachievement caps | Overachieved | 201,627 | Paid Mar 2024 |
| 2023 | Adjusted EBITDA | 10% | Corporate target | Achieved | — | — |
| 2023 | Market expansion & commercial goals (incl. clinical/regulatory milestones, StratX improvements, Japan reimbursement) | 25% total | Milestone-based | Most achieved | — | — |
| 2022 | Discretionary bonus | — | Discretionary recognition | — | 94,951 | Paid in Mar 2023 |
Company-wide annual bonus plan achievement was 104.2% in 2023; Rose’s 2023 payout reflects this plan outcome alongside his 45% target bonus rate .
Equity Ownership & Alignment
- Stock Ownership Policy: Executives must hold Qualifying Company Stock equal to 1x base salary within five years; CEO requirement is 3x; hedging/short selling/pledging are prohibited by insider trading policy .
Beneficial Ownership (as of March 15, 2024)
| Component | Shares/Units |
|---|---|
| Shares held directly | 159,777 |
| Shares issuable via immediately exercisable options | 173,472 |
| Shares issuable from options vesting within 60 days | 6,774 |
Outstanding Equity Awards at December 31, 2023 (select grants)
| Grant Date | Vesting Commencement | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | Market Value of RSUs ($) |
|---|---|---|---|---|---|---|---|
| 10/21/2019 | 10/2/2019 | 18,192 (early exercisable) | — | 2.10 | 10/21/2029 | — | — |
| 6/25/2020 | 2/4/2020 | 50,000 (early exercisable) | — | 1.40 | 6/25/2030 | — | — |
| 8/28/2020 | 8/28/2020 | 29,999 (early exercisable) | — | 2.20 | 8/28/2030 | — | — |
| 6/1/2021 | 6/1/2021 | 24,937 | 14,963 | 43.40 | 5/31/2031 | 6,600 | 84,150 |
| 3/1/2022 | 3/1/2022 | 30,056 | 38,644 | 26.56 | 2/29/2032 | 17,438 | 222,335 |
| 3/1/2023 | 3/1/2023 | 10,125 | 43,875 | 11.48 | 2/28/2033 | 64,107 | 817,364 |
Standard vesting for options is 1/48 monthly from the vesting commencement date; several options are early exercisable subject to company repurchase right on unvested shares .
Employment Terms
- Offer Letter (Dec 2014): Provides base salary and participation in an annual incentive bonus up to 45% of base salary; Rose’s base was increased to $445,100 effective January 2024; bonus tied to performance goals set by the Board/Comp Committee .
- Severance & Change-in-Control (CIC) Plan (adopted Sep 2020): Double-trigger required for full CIC benefits; upon qualifying termination in CIC window, executives receive 12 months base salary, target annual bonus, COBRA reimbursement during severance period, and 100% acceleration of time-based equity; outside CIC, executives receive nine months base salary and COBRA reimbursement, subject to release .
- Clawback: Company has implemented a Dodd-Frank-compliant clawback policy in addition to SOX 304 recoupment where applicable .
- Hedging/Pledging: Prohibited by insider trading policy .
- Stock Ownership Guidelines: 1x salary for executives, 3x salary for CEO within five years .
Multi‑Year Compensation Summary (NEO data including Rose)
| Metric | 2022 | 2023 |
|---|---|---|
| Salary ($) | 417,000 | 430,000 |
| Bonus ($) | 94,951 (discretionary) | — |
| Stock Awards ($) | 823,360 | 905,772 |
| Option Awards ($) | 809,424 | 419,751 |
| Non‑Equity Incentive Plan Compensation ($) | 46,912 | 201,627 |
| All Other Compensation ($) | 1,416 | 666 |
| Total ($) | 2,193,063 | 1,957,816 |
Performance & Track Record
- Commercial execution tied to metrics: 2023 bonus plan included revenue, Adjusted EBITDA, and market expansion/customer service milestones (including clinical/regulatory progress, StratX improvements, and Japan reimbursement), with overall achievement of 104.2% of target .
- Company’s compensation structure moved toward performance equity by 2025 for certain executives (e.g., RSU and PSU inducement grants with a $4.00 60‑day average price performance condition), signaling increasing emphasis on performance‑linked equity; no PSU grants to Rose are disclosed in cited filings .
Compensation Structure Analysis
- Mix and risk: Rose’s compensation is meaningfully equity‑based (RSUs and options) alongside a cash bonus tied to corporate goals, consistent with retention via multi‑year vesting and alignment through stock price linkage .
- Performance metrics: The bonus plan emphasizes top‑line (65%) and profitability (Adjusted EBITDA 10%) with 25% on strategic commercial goals, balancing growth and operational execution .
- Governance safeguards: Double‑trigger CIC, clawback, and anti‑hedging/pledging policies strengthen alignment and mitigate risk of misaligned incentives .
Investment Implications
- Alignment: Significant equity holdings (direct shares and immediately exercisable options) plus ongoing RSU/option vesting align Rose with shareholder outcomes; hedging/pledging prohibitions reduce misalignment risk .
- Retention risk: CIC plan offers nine months base outside CIC and 12 months base + target bonus in CIC with full time‑based equity acceleration, supporting retention but potentially creating payout sensitivity around transaction timing .
- Selling pressure: RSUs and monthly‑vesting options create a cadence of potential share releases; while exact timing depends on vesting schedules and trading windows, awareness of quarterly vesting and early‑exercisable structures is prudent for trading signals .
- Performance linkage: With 2023 bonuses driven by Revenue/Adjusted EBITDA/market milestones and the company’s adoption of PSUs for other executives in 2025, the pay program is increasingly performance‑oriented, a positive for execution confidence; specific PSU adoption for Rose is not disclosed in the filings cited .