Doug Rice
About Doug Rice
Doug Rice, 59, is Chief Financial Officer of MiMedx (CFO since July 5, 2023). He is a CPA with a BBA and MBA from Southern Methodist University and previously held finance leadership roles at Orthofix Medical (CFO, 2015–2023), Vision Source, McAfee, Concentra, and PricewaterhouseCoopers . Company performance under the current leadership included 2024 net sales of $348.9 million, a 9% YoY increase; Adjusted EBITDA margin of 22%; free cash flow of $65 million; and operating cash flow of $66 million, with a GAAP net income margin of 12% . MiMedx’s TSR improved sequentially (value of a $100 investment: $115.70 in 2023 and $126.91 in 2024), aligning pay and performance trends in the proxy’s Pay vs Performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orthofix Medical (NASDAQ: OFIX) | Chief Financial Officer | 2015–Jan 2023 | Led finance at a global spine/orthopedics company; public-company CFO experience |
| Vision Source | Chief Financial Officer | Not disclosed | Senior finance leadership at a large optometric network |
| McAfee | Finance leadership | Not disclosed | Technology company finance roles |
| Concentra | Finance leadership | Not disclosed | Healthcare services finance roles |
| PricewaterhouseCoopers | Started career (audit/finance) | Not disclosed | Foundational training; CPA credential |
External Roles
No external public-company board roles or other directorships disclosed for Mr. Rice .
Fixed Compensation
| Year | Base Salary | Target Bonus % of Salary | Actual Bonus Paid | All Other Compensation (key items) |
|---|---|---|---|---|
| 2023 | $255,462 | 60% | $202,500 | $12,505 |
| 2024 | $540,000 | 60% | $275,400 (85% of target) | $102,825 (housing allowance $92,458; HSA $2,080; 401(k) match $8,287) |
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Attainment | Payout |
|---|---|---|---|---|---|
| Net Sales | 35% | $366,000k | $348,879k | 95% | 77% |
| Adjusted EBITDA | 35% | $83,000k | $76,440k | 92% | 80% |
| Commercial/R&D/Operational Goals | 30% | Not disclosed | Achieved | 100% | 100% |
| Overall Company Payout (applies to NEOs incl. CFO) | — | — | — | — | 85% |
Equity Awards
| Grant Year | Instrument | Quantity/Terms | Vesting | Performance Conditions |
|---|---|---|---|---|
| 2023 | PSUs | 162,000 | End of 3-year performance period (Dec 31, 2025), subject to continued employment; acceleration at target (or actual if higher) upon qualifying CIC termination | Company PSU goals (not fully detailed in Rice’s 2023 grant in proxy) |
| 2023 | RSUs | 97,200 | 1/3 annually over 3 years, subject to continued employment; acceleration upon qualifying CIC termination | |
| 2023 | Options (performance stock options) | 94,000 | 25% annually over 4 years; 7-year expiration from grant; certain CIC acceleration; 1-year post-termination exercise if vested | |
| 2024 | PSUs | Target 66,832 (threshold 33,416; max 120,298) | 3-year performance period ending Dec 31, 2026 | Revenue CAGR gates: 10% (threshold), 12.5% (target), 15% (excellent); TSR modifier vs Russell 2000 (up to 120% if >50th percentile; >100% payout requires ≥50th percentile TSR) |
| 2024 | RSUs | 58,478 | Cliff vest at 3 years (March 1, 2027), subject to service | |
| 2024 | Options | 70,755 @ $4.93 strike | 25% annually over 4 years (March 1, 2025–2028) | Time-based vesting; standard terms |
Executive Pay Mix Design (2024)
For NEOs (non-CEO), equity mix was 40% PSUs, 25% stock options, 35% RSUs (enhancing pay-for-performance alignment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 72,755 shares; “*” indicates <1% of outstanding (147,702,140 shares outstanding) |
| Unvested RSUs | 64,800 (2013 grant schedule) and 58,478 (2024 grant, cliff 2027) |
| Unvested PSUs | 162,000 (scheduled to vest Mar 2026, performance-based) and 66,832 (scheduled to vest Mar 2027, performance-based) |
| Options (unexercisable/unearned) | 70,500 options @ $6.44 expiring 7/5/2030 (23,500 vest annually 2025–2027); 70,755 options @ $8.63 expiring 3/1/2031 (25% vest annually 2025–2028) |
| Hedging/Pledging | Prohibited for officers; no margin or pledging allowed; quarterly blackout and preclearance; 10b5-1 plans permitted |
| Ownership Guidelines | NEOs must hold 2.5x annual cash compensation; compliance assessed quarterly; all currently serving NEOs were compliant in 2024 |
| Clawback Policy | Recoupment upon restatement or misconduct; extends beyond CEO/CFO to Senior Officers; required disclosures of clawback actions |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | CFO since July 5, 2023 |
| Base Compensation & Target Bonus | $540,000 base; 60% target bonus |
| Initial Equity (2023) | 162,000 PSUs; 97,200 RSUs; 94,000 options |
| LTI Eligibility | Further annual LTI awards representing 200% of base, vesting over 3 years |
| Severance (No-Cause/Good Reason) | 1.25x base + target bonus; benefits continuation or cash equivalent for ~15 months |
| Severance (within 1 year after Change-in-Control) | 1.5x base + target bonus; benefits continuation or cash equivalent for ~18 months |
| Equity Acceleration on CIC | PSUs vest at target (or actual if higher) upon qualifying CIC termination; RSUs/options vest upon qualifying CIC termination; standard plan discretion if awards not assumed |
| Option Exercise Terms | Options include 1-year post-termination exercise (to extent vested); 7-year expiration for 2023 grant |
Potential Payments (Hypothetical, as of 12/31/2024)
| Scenario | Cash Severance | Benefits | Accelerated Equity | Total |
|---|---|---|---|---|
| No-Cause/Good Reason (pre-CIC) | $1,080,000 | $32,016 | — | $1,112,016 |
| After Change-in-Control (No-Cause/Good Reason) | $1,296,000 | $38,419 | $3,681,536 | $5,015,955 |
| Death/Disability | — | — | $3,681,536 | $3,681,536 |
Vesting Schedule & Insider Selling Pressure Indicators
| Date | Instrument | Shares / Terms | Notes |
|---|---|---|---|
| Jul 5, 2025 | RSUs | 32,400 scheduled to vest | Standard tax-withholding may create near-term sell-to-cover flows; trading subject to policy/blackouts |
| Jul 5, 2026 | RSUs | 32,400 scheduled to vest | As above |
| Mar 1, 2025–2028 | Options | 70,755 total; 25% vest each Mar 1 | Strike $4.93; 4-year vesting cadence |
| Jul 5, 2025–2027 | Options | 70,500 total; 23,500 vest each Jul 5 | Strike $6.44; 7/5/2030 expiry |
| Mar 2026 | PSUs | 162,000 performance-based vesting date | Requires goal achievement; PSU plan terms |
| Mar 2027 | PSUs | 66,832 performance-based vesting date | Revenue CAGR and TSR modifier apply |
| Mar 1, 2027 | RSUs | 58,478 cliff vest | Granted in 2024; 3-year cliff vest |
Pledging and hedging are prohibited; trades are constrained by blackout periods and preclearance. Absent Form 4 data, near-term selling pressure would most likely arise from tax withholding at RSU vests rather than discretionary sales .
Compensation Structure Analysis
- Pay-for-performance: 2024 bonus tied 70% to Net Sales and Adjusted EBITDA; payout calibrated at 85% of target based on attainment (77% net sales; 80% Adjusted EBITDA; 100% operational goals) .
- Equity mix balances at-risk instruments: 40% PSUs (multi-year revenue CAGR + TSR modifier), 25% options, 35% RSUs for NEOs .
- Governance protections: robust clawback; prohibitions on hedging/pledging; stock ownership guidelines with 2.5x cash comp multiple for NEOs; quarterly compliance checks (Rice compliant in 2024) .
- No tax gross-ups on change-in-control payments; no excessive perquisites policy, though housing allowance was provided to Rice in 2024 .
Related Party Transactions
None requiring disclosure since January 1, 2024 (as defined by SEC/Nasdaq rules) .
Compensation Peer Group and Say-on-Pay
- Peer group updated in 2024 to align with wound/surgical focus (e.g., Integra Life Sciences, Vericel, Organogenesis, Axonics, ADMA Biologics, etc.) .
- 2024 say-on-pay approval was 74% of votes cast; Committee reinforced PSU/option weighting in 2024 to strengthen alignment .
Expertise & Qualifications
- CPA; advanced degrees (BBA, MBA), deep public-company CFO experience in medtech/life sciences; roles in technology and healthcare services; foundational Big Four training .
Investment Implications
- Alignment: Strong pay-for-performance design with multi-year PSUs tied to revenue CAGR and TSR, plus options; ownership guidelines and clawback enhance alignment and risk controls .
- Retention risk: Rice has a retention agreement with 1.25x/1.5x severance multiples and equity acceleration upon qualifying CIC termination—moderate protection that reduces turnover risk but creates standard CIC economics .
- Trading signals: RSU cliffs in 2027 and annual RSU/option vests in July/March may create periodic sell-to-cover flows; PSUs in 2026/2027 add performance-sensitive supply overhang but also upside leverage if targets are met .
- Execution focus: 2024 outcomes—9% net sales growth and 22% Adjusted EBITDA margin—support finance discipline under the current team; refinancing to a $95 million facility improved capital structure flexibility .