Ricci S. Whitlow
About Ricci S. Whitlow
Executive Vice President & Chief Operating Officer at MiMedx since January 3, 2023; age 55 per 2023 proxy. Prior roles include President, Clinical Supply Services at Catalent (Jan 2020–Aug 2022), and senior operations leadership at Optinose; earlier leadership at LifeCell, KCI, and Johnson & Johnson. Education: MBA (TRIUM program – NYU Stern/LSE/HEC Paris), BS in Industrial Engineering (Texas A&M); certified Six Sigma Green Belt . Company pay-for-performance metrics tied a large portion of her incentives to net sales and Adjusted EBITDA (2023), with attainment at 125% of target overall; PSUs for NEOs are tied to multi-year cumulative revenue CAGR with a TSR cap at target if TSR is negative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Catalent, Inc. | President, Clinical Supply Services | Jan 2020–Aug 2022 | Led global clinical supply services; operational scale-up and cGMP/cGTP context relevant to MiMedx’s manufacturing/supply chain . |
| Optinose | SVP, Technical & Corporate Operations; previously VP, Technical Operations | 2017–prior to 2020 | End-to-end technical operations leadership; experience in tech ops/process rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Whitlow Advisory Services LLC | Principal | Sep–Dec 2022 | Provided strategic solutions to pharmaceutical and medical device companies . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $527,538 | $540,000 |
| Target Bonus (% of base) | 50% | 50% |
| Non-Equity Incentive Plan payout | $405,000 | $275,400 |
| One-time Sign-on Bonus | $50,000 | — |
Performance Compensation
Equity grant accounting (fair value at grant)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $2,138,399 | $1,124,866 |
| Option Awards ($) | $0 | $348,885 |
Annual incentive design and outcomes (2023)
| Metric | Weighting | Target | Actual Attainment | Payout Basis |
|---|---|---|---|---|
| Net Sales (Revenue) | 35% | Company-set net sales goal | 136% of metric | Company performance at 125% of target |
| Adjusted EBITDA | 35% | Company-set Adjusted EBITDA goal | 150% of metric | Company performance at 125% of target |
| Commercial/R&D/Operational Goals | 30% | Programmatic goals | 83.33% of metric | Company performance at 125% of target |
PSU performance framework (company-wide design disclosed for NEOs)
| Metric | Weighting | Target | Actual (2023 tranche) | Payout Range | Vesting Timing |
|---|---|---|---|---|---|
| Cumulative Revenue CAGR over 3 yrs | N/A | 10% (threshold), 12.5% (target), 15% (stretch) CAGR vs 2022 revenue | 2023 performance achieved at stretch level | 50%–150% of PSUs (threshold–stretch); capped at target if 3-year TSR is negative | After performance period ends; committee approval post 12/31/2025 (no later than 3/15/2026) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 207,944 shares; less than 1% of outstanding |
| Unvested RSUs Outstanding (12/31/2024) | 367,050 RSUs; vesting detailed below |
| Unvested PSUs Outstanding (12/31/2024) | 66,832 PSUs; scheduled vest March 2027, subject to performance |
| Options Outstanding (unearned) | 70,755 options; exercise price $8.63; expiring 3/1/2031; vests 25% each year on 3/1/2025–2028 |
| Anti-Hedging / Anti-Pledging | Company prohibits hedging and pledging of Company securities (limited exceptions at GC’s discretion) |
| Executive Stock Ownership Guidelines (historical) | CEO 3x salary; President/COO 2.5x; CFO 2x; GC 1.5x; with 100% hold-until-compliant requirement (net of taxes/exercise price) |
Scheduled vesting (source: 2025 proxy footnotes)
| Award Type | Vesting Date(s) | Amount | Notes |
|---|---|---|---|
| RSUs | 2/13/2025 | 154,286 | Vested during 2025 per schedule |
| RSUs | 2/13/2026 | 154,286 | Scheduled |
| RSUs | 3/1/2027 | 58,478 | Scheduled |
| PSUs | 3/2027 | 66,832 (subject to performance) | Vest contingent on performance criteria |
| Options | 3/1/2025–3/1/2028 | 25% per year of 70,755 | Exercise price $8.63; expiry 3/1/2031 |
Employment Terms
| Provision | 2023 (as disclosed) | 2024 (as of 12/31/2024 scenario table) |
|---|---|---|
| Employment Start | January 3, 2023 | — |
| Base Salary & Target Bonus | $540,000 base; 50% target bonus | — |
| Sign-on Equity | 462,857 RSUs (300% of salary), vesting over 3 years; change-in-control acceleration on qualifying termination within 2 years | — |
| Long-Term Incentive Policy | Annual LTI eligibility; 2024 policy increased at-risk PSUs/options to 65% of new annual grants | 2024 policy in effect |
| Severance (No Cause / Good Reason) | 1.25x base + target bonus; benefits continuation (or cash equivalent) for 15 months | Cash severance $1,012,500; estimated benefits $29,132 |
| Severance (CiC + No Cause / Good Reason, within 12 months) | 1.5x base + target bonus; benefits for 18 months | Cash severance $1,215,000; estimated benefits $34,959; accelerated equity value $4,243,992; total $5,493,951 |
| Death/Disability | — | Accelerated equity value $4,243,992 |
| RSU Acceleration (CiC) | RSUs accelerate on qualifying termination within 2 years post-CiC | Consistent with above |
| Clawback / Recoupment | Expanded recoupment policy (2021 amendments) covering misconduct, expanded scope, and mandatory recoupment for scienter-based violations; disclosure via proxy or 8-K | Policy remains in place |
| Anti-Hedging / Anti-Pledging | Hedging and pledging prohibited (limited exceptions) | Same |
Note: Additional 2023 scenario table estimated CiC accelerated equity value $4,059,256; cash severance $1,296,000; total $5,355,256 .
Compensation Structure Analysis
- Strong alignment shift in 2024: Committee increased the share of at-risk LTI (PSUs and options) to 65% for NEO annual grants, reinforcing pay-for-performance and leverage to multi-year outcomes .
- Annual incentive outcomes (2023) were formulaic, with net sales and Adjusted EBITDA exceeding targets; company-wide payout at 125% of target indicates above-plan execution without discretionary adjustments .
- PSU design uses multi-year cumulative revenue CAGR with a TSR cap when negative, reducing windfall risk; vesting requires continued employment through final approval post-performance period .
- Severance economics are moderate (1.25x/1.5x cash multiples) versus typical small/mid-cap medtech ranges, with benefits continuation and standard double-trigger on CiC; RSU acceleration limited to qualifying CiC terminations .
Investment Implications
- Alignment: Whitlow’s compensation emphasizes operational and financial execution (net sales, Adjusted EBITDA) and multi-year growth (PSUs), with 2024 policy increasing at-risk equity, supporting shareholder alignment .
- Retention vs. Selling Pressure: Upcoming RSU vest dates (Feb 13, 2026; Mar 1, 2027) and option tranches (Mar 1, 2025–2028) create periodic supply; anti-hedging/pledging policy reduces alignment risk, but monitor Form 4s around these dates for potential selling .
- Change-in-Control Sensitivity: CiC accelerated equity value (~$4.24M as of 12/31/2024) and 1.5x cash multiple indicate meaningful value at stake, potentially aligning management with strategic outcomes while maintaining standard double-trigger protections .
- Execution Signal: 2023 bonus attainment at 125% driven by revenue and EBITDA beats suggests effective operational performance under Whitlow’s remit (manufacturing, supply chain, quality, regulatory), consistent with her operations pedigree .