Joseph H. Capper
About Joseph H. Capper
Joseph H. Capper (age 61) has served as Chief Executive Officer and a Director of MiMedx since January 2023, bringing nearly 30 years of MedTech and life sciences leadership, including prior CEO roles at BioTelemetry (2010–2021), Home Diagnostics, and CCS Medical; earlier, he held commercial leadership roles at Bayer AG and served as a U.S. Navy naval aviator. He holds a B.S. in Accounting (West Chester University) and an MBA in International Finance (George Washington University) . Under his tenure, MiMedx delivered 2024 net sales of $348.879M, Adjusted EBITDA of $76.440M, free cash flow of $64.515M, and GAAP net income of $42.419M . Total shareholder return (indexed to $100 in 2020) improved to 126.91 in 2024 from 115.70 in 2023 ; strategically, the company launched HELIOGEN xenograft, expanded EPIEFFECT/AMNIOEFFECT, rolled out the MIMEDX Connect portal, and refinanced debt facilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioTelemetry, Inc. | Chief Executive Officer | 2010–2021 | Led growth in remote cardiac monitoring; public-company CEO experience |
| Home Diagnostics | President & CEO | Prior to 2010 | Diabetes diagnostics leadership; commercial operations scale-up |
| CCS Medical | President & CEO | Prior to 2010 | DME distribution leadership; turnaround and operating experience |
| Bayer AG | Commercial leadership roles | ~1990s | Global healthcare commercial expertise |
| U.S. Navy | Naval Aviator (Officer) | Early career | Operational leadership and discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Anika Therapeutics, Inc. | Director | Since May 2024 | Public company board service in orthopedics/medtech |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 750,000 | 100% | 637,500 (85% of target) |
Performance Compensation
Annual Incentive Plan – 2024 Results
| Metric | Weight | Threshold | Target | Max | Actual | Attainment | Payout |
|---|---|---|---|---|---|---|---|
| Net Sales ($000) | 35% | 329,400 | 366,000 | 384,300 | 348,879 | 95% | 77% |
| Adjusted EBITDA ($000) | 35% | 66,400 | 83,000 | 99,600 | 76,440 | 92% | 80% |
| Commercial/R&D/Operational Goals | 30% | — | — | — | Achieved | 100% | 100% |
| Overall Company Payout | — | — | — | — | — | — | 85% (applied to executives) |
Equity Awards and Vesting
- 2023 Sign-on package: 3,300,000 PSUs and 3,600,000 non-qualified stock options; salary target bonus 100% .
- CEO received no 2024 equity grant (ineligible per 2023 letter) .
| Award | Grant Size | Vesting/Performance Terms | Status/Key Dates | Strike/Expiry |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 3,300,000 | Four-year performance period ending 12/31/2026; vests based on specified performance; accelerates at target (or actual if higher) upon change in control if employed ≥1 year | Scheduled to vest upon Committee approval after 12/31/2026 (no later than 3/15/2027) | N/A |
| Stock Options | 3,600,000 | Vest over four years ending 1/31/2027 based on share-price performance; 25% per year; as of 1/31/2025, 600,000 vested; accelerates at actual performance upon CoC if employed ≥1 year | Footnote indicates 300,000 options vested 1/27/2025; further tranches scheduled in 2026/2027 with additional market-based vesting potential | $3.70 strike; expires 1/27/2030 (3,300,000 unexercisable as of 12/31/2024) |
Notes:
- CEO’s annual equity mix policy: Company-wide in 2024 emphasized PSUs (40%), options (25%), RSUs (35%); CEO had no 2024 grants .
- RSUs for CEO are not disclosed as granted in 2023–2024; outstanding equity table lists PSUs and options .
Pay and Governance Practices (context)
- Clawback policy covers restatements and specified misconduct; extends beyond CEO/CFO; mandatory recoupment in certain cases and public disclosure of actions .
- No hedging or pledging; blackout windows and pre-clearance; 10b5-1 trading plans permitted .
- No option repricing without shareholder approval; no excise tax gross-ups; CEO equity has single-trigger CoC acceleration (exception to general no single-trigger policy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 706,262 shares; includes 600,000 options exercisable within 60 days; less than 1% of outstanding |
| Options – Exercisable vs. Unexercisable | 600,000 exercisable within 60 days ; 3,300,000 unexercisable options at $3.70 strike expiring 1/27/2030 |
| Unvested PSUs | 3,300,000 PSUs scheduled for 2027 decision post-performance |
| Shares Pledged as Collateral | Prohibited by policy (pledging and margin accounts not allowed) |
| Stock Ownership Guidelines | CEO = 6x annual cash compensation; executives must hold 100% of net shares until compliant; executives in compliance in 2024 |
Insider selling pressure signals:
- No option exercises or vesting credited to CEO in 2024 (0 shares vested) .
- Next potential liquidity events: scheduled option vesting in 2026/2027 and PSU determination post-12/31/2026; PSUs dependent on performance (mitigates near-term selling overhang) .
Employment Terms
| Element | Terms |
|---|---|
| Start Date | CEO since January 27, 2023 |
| Base/Target Bonus | $750,000 base; 100% target bonus |
| Severance (No Cause/Good Reason) | 2x base salary + target bonus; 24 months benefits or cash equivalent; release required |
| Change-in-Control (Double Trigger cash) | 2x base salary + target bonus; 24 months benefits or cash equivalent upon qualifying termination within one year post-CoC |
| Equity – CoC Treatment | CEO PSUs vest at target (or actual if higher) upon CoC if employed ≥1 year (single trigger for CEO); options vest to extent of actual performance upon CoC if employed ≥1 year (or within 3 months pre-CoC if terminated without cause/for good reason) |
| Clawback Policy | Restatements and certain misconduct trigger recoupment; broad coverage and disclosure |
| Hedging/Pledging | Prohibited; 10b5-1 plans permitted |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2023 |
| Independence | Not independent (CEO); 8 of 9 directors independent |
| Board Leadership | Independent Chair (M. Kathleen Behrens); no lead independent director due to independent chair |
| Committees | CEO serves on no board committees |
| Meeting Attendance | In 2024, each incumbent director attended 100% of board and assigned committee meetings |
| Dual-Role Implications | Separation of CEO and Chair mitigates CEO/Chair concentration concerns and supports objective oversight |
Director Compensation (as it pertains to Capper)
- Company policy: employee directors receive no additional director compensation; non-employee directors receive cash retainers and annual equity grants . Capper, as CEO, is not compensated for board service .
Compensation Structure Analysis (pay-for-performance and governance signals)
- 2024 bonus formula tied 70% to financials (net sales, Adjusted EBITDA) and 30% to strategic/operational goals; overall payout 85% due to slightly below-target financial attainment .
- 2024 company-wide LTI mix increased performance sensitivity (PSUs with 3-year revenue CAGR targets of 10/12.5/15% with TSR modifier; options; time-based RSUs with 3-year cliff), though CEO had no 2024 grant per hire terms .
- 2023 CEO sign-on (3.3M PSUs; 3.6M options) created elevated equity leverage; shareholders voiced concerns (2024 Say-on-Pay: 74% support) leading to continued emphasis on performance-based equity and shareholder engagement .
- Policies: robust clawback, ban on hedging/pledging, no repricing, no tax gross-ups; exception: CEO PSU single-trigger CoC vesting (potential red flag vs broader best practices) .
Performance & Track Record (under current CEO)
| Measure | 2023 | 2024 | Notes |
|---|---|---|---|
| Net Sales ($000) | 321,477 | 348,879 | ~9% growth; wound products +12% YoY to $231M |
| Adjusted EBITDA ($000) | 58,482 | 76,440 | Margin ~22% in 2024 |
| Free Cash Flow ($000) | 24,788 | 64,515 | Strong liquidity generation |
| Net Income ($000) | 58,228 | 42,419 | 2023 benefited from one-time tax item; 2024 normalized |
| TSR (Index = $100 in 2020) | 115.70 | 126.91 | Shareholder value trend positive since 2022 |
Strategic execution highlights: portfolio expansion (HELIOGEN xenograft), continued adoption of AMNIOEFFECT, launch of MIMEDX Connect (1,000+ customers), and capital structure improvement via new Citizens/Bank of America facilities .
Compensation Peer Group & Benchmarking
- Peer group updated in 2024 to align with wound/surgical focus; includes AngioDynamics, Integra Life Sciences, Organogenesis, Vericel, etc. .
- Company ranked ~66th percentile by employees, 40th by revenue, 39th by TTM market cap vs peers (as of Aug 1, 2023) .
- Committee uses peer data as a reference point; does not target a specific percentile; independent advisor Willis Towers Watson retained .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 74% approval; proxy advisor concern centered on CEO’s 2023 initial equity awards .
- Engagement: discussions with holders representing >60% of outstanding shares; board/CEO participated with ~one-third of ownership; continued prioritization of revenue growth, profitability, cash flow, and TSR-linked compensation design .
Risk Indicators & Red Flags
- Single-trigger CoC vesting for CEO PSUs; options accelerate at actual performance upon CoC (CEO), which may be shareholder-unfriendly versus strict double-trigger norms .
- Share reserve increase proposed (+7.95M shares) extends LTI capacity (~3 years) but increases potential dilution; current overhang ~13.37M awards outstanding with 7.12M shares available (as of Apr 11, 2025) .
- No related party transactions reported since Jan 1, 2024 .
- Governance positives: independent chair, 100% attendance, robust clawback, anti-hedging/pledging, no repricing/gross-ups .
Investment Implications
- Alignment: High equity leverage from 2023 sign-on (PSUs with performance and options with price hurdles) plus 2024 bonus tied to Net Sales/Adj. EBITDA supports pay-for-performance; ownership guidelines (6x salary) and no pledging further align incentives .
- Retention: Severance and CoC protections (2x cash; equity acceleration for CEO at CoC) reduce flight risk but introduce potential CoC payout overhang; absence of 2024 CEO equity grant tempers incremental dilution pressure from CEO awards near term .
- Selling Pressure: CEO had no 2024 vesting/events; near-term supply appears limited until scheduled option tranches (2026/2027) and PSU determination post-2026, contingent on performance and TSR modifier for certain awards .
- Execution risk: Strategy relies on continued wound/surgical growth, reimbursement dynamics, and clinical evidence generation (e.g., EPIEFFECT RCT); management acknowledges commercial and Medicare reimbursement challenges impacting turnover/customer churn in 2024 .
- Governance/Shareholder sentiment: 74% 2024 Say-on-Pay indicates moderate concern; ongoing engagement and stronger performance linkage in LTI design are positives; monitor future say-on-pay outcomes and any changes to CEO CoC equity treatment .