William F. Hulse IV
About William F. Hulse IV
William F. “Butch” Hulse IV, age 51, is General Counsel and Chief Administrative Officer at MiMedx (MDXG). He joined MiMedx in December 2019 as General Counsel & Secretary and was named GC & Chief Administrative Officer in April 2022. He previously served at Acelity/KCI (2008–2017) in roles including Chief Compliance Officer and SVP for Enterprise Risk Management, Quality, and Regulatory; and was a member at Dykema Gossett (2017–2019) advising life sciences companies. He holds a B.A. from Angelo State University and a J.D. from Baylor University School of Law . Under his tenure as an executive officer, company performance metrics improved: 2024 net sales were $348.9M vs. $321.5M in 2023, Adjusted EBITDA rose to $76.4M from $58.5M, and pay-versus-performance TSR measure increased (value of $100 investment to $126.91 in 2024 vs. $115.70 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Acelity/KCI | Chief Compliance Officer; SVP Enterprise Risk Management, Quality, Regulatory; Division GC; Associate GC | 2008–2017 | Built and led compliance, quality, regulatory, and enterprise risk across global medtech operations . |
| Dykema Gossett PLLC | Member (outside GC to life sciences) | 2017–2019 | Represented life science companies; broad counsel across industry-specific matters . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles disclosed in the proxy . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 520,192 | 541,962 | 546,000 |
| Actual Bonus Paid ($) | 148,967 | 409,500 | 292,383 |
| Stock Awards ($) | 1,099,999 | 953,621 | 1,137,353 |
| Option Awards ($) | — | — | 352,760 |
| All Other Compensation ($) | 8,205 | 8,129 | 73,455 (incl. housing allowance $65,265; 401(k) match $8,190) |
| Total ($) | 1,777,363 | 1,913,212 | 2,401,951 |
Performance Compensation
| Item | 2024 Details |
|---|---|
| Target bonus opportunity ($) | 327,600 (threshold 163,800; max 1,092,000) |
| Actual bonus payout ($) | 292,383 |
| Company MIP metric weighting | Net Sales 35%; Adjusted EBITDA 35%; Commercial/R&D/Operational Goals 30% |
| Company Net Sales target/actual | Target $366.0M; Actual $348.879M; Attainment 95% (payout 77%) |
| Company Adjusted EBITDA target/actual | Target $83.0M; Actual $76.440M; Attainment 92% (payout 80%) |
| Operational goals attainment | 100% |
| Company-level payout factor | 85% of target (Committee did not exercise discretion to modify) |
2024 Long-Term Incentives Granted to Hulse
| Grant Date | Award | Shares/Units | Vesting | Exercise Price | Grant Date FV ($) |
|---|---|---|---|---|---|
| 3/1/2024 | RSUs | 59,127 | Cliff vest at 3 years (new practice) | — | 510,266 |
| 3/1/2024 | PSUs (target) | 67,574 | 3-year performance; revenue CAGR thresholds 10% (50%), 12.5% (100%), 15% (150%); TSR modifier vs. Russell 2000 for >100% | — | 627,087 |
| 3/1/2024 | Options | 71,541 | 25% per year over 4 years | $4.93 | 352,760 |
Additional context: Hulse uniquely satisfied continuous service for 2022 PSUs; Committee certified 129% vesting, paying 76,510 shares in March 2025 .
Equity Ownership & Alignment
| Item | As of | Value |
|---|---|---|
| Beneficial ownership (shares) | 4/21/2025 | 298,167 (includes 39,684 RSUs vesting within 60 days) |
| % of shares outstanding | 4/21/2025 | ~0.20% (298,167 / 147,702,140) based on shares outstanding |
| Unvested RSUs (market value) | 12/31/2024 | 209,562 RSUs; $2,015,986 @ $9.62 |
| Unvested PSUs (market/payout value) | 12/31/2024 | 218,007 PSUs; $2,097,227 @ $9.62 (subject to performance certification) |
| Options outstanding | 12/31/2024 | 71,541 unearned options vesting 2025–2028 |
| Upcoming vesting (near-term) | 2025 | RSUs: 19,843 on 5/8/2025; 45,455 on 3/13/2026; PSUs: 90,909 on 3/2026 (subject to perf.); 67,574 on 3/2027 (subject to perf.) |
| Stock ownership guidelines | Policy | NEOs must hold 2.5x annual cash compensation; until met, must retain 100% of shares net of tax/exercise |
| Compliance status | 2024 | All currently serving NEOs in compliance |
| Hedging/pledging | Policy | Prohibited; margin accounts/pledging banned; 10b5-1 plans permitted; blackout periods enforced |
Employment Terms
| Provision | Hulse Terms |
|---|---|
| Employment agreements | Offer Letter (base salary eligibility, MIP, LTI participation) |
| Severance (no-cause/Good Reason, pre-CIC) | Lump sum = 1.25× (base + target bonus); estimated cash $1,092,000; benefits continuation cash equivalent ~15 months; estimated benefits $48,224 |
| Severance (termination within 1 year post-CIC) | Lump sum = 1.5× (base + target bonus); estimated cash $1,310,400; benefits ~18 months; estimated benefits $57,869 |
| Equity acceleration (CIC/termination) | RSUs: accelerate upon termination w/o cause or for Good Reason within 2 years post-CIC; PSUs: vest at target (or actual if higher) upon such termination; Options: vest upon such termination within 2 years post-CIC |
| Potential equity acceleration values (12/31/2024 scenario) | Accelerated equity value $4,184,039 under post-CIC termination; identical for death/disability |
| Clawback policy | Restatement-triggered reimbursement/cancellation; misconduct clawbacks; disclosure obligations; applies to senior officers incl. GC |
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($000s) | 321,477 | 348,879 |
| Adjusted EBITDA ($000s) | 58,482 | 76,440 |
| Net Income ($000s) | 58,228 | 42,419 (2023 benefited from one-time tax benefit) |
| TSR – value of $100 investment | 115.70 | 126.91 |
2024 MIP outcomes were tied to Net Sales and Adjusted EBITDA with combined payout factor at 85% of target; Hulse’s actual bonus was $292,383 . Management highlighted double-digit growth in Wound products, adoption in Surgical, and expanded portfolio (HELIOGEN™, CELERA™) alongside e-commerce platform launch (MIMEDX Connect™) to drive customer intimacy .
Risk Indicators & Red Flags
- No related party transactions requiring disclosure since Jan 1, 2024 .
- Section 16(a) filings: timely for year ended Dec 31, 2024 .
- Hedging/pledging prohibited; quarterly trading blackouts; 10b5-1 plans allowed .
- Clawback policy robust for restatements and misconduct; Board disclosure required .
- Say-on-pay approval in 2024 was 74% (proxy advisor opposition driven by CEO sign-on grants; Committee increased PSU/option mix thereafter) .
Compensation Structure Analysis
- Shift toward at-risk equity in 2024 with time-based RSUs moving to 3-year cliff (strong retention) and PSUs tied to 3-year revenue CAGR plus TSR modifier (alignment with growth and shareholder returns) .
- Hulse’s equity mix expanded to include options in 2024 (grant date FV $352,760), adding leverage to share price performance .
- Perquisites remain modest; 2024 items included housing allowance ($65,265) and 401(k) match ($8,190) .
Equity Vesting Schedules and Insider Selling Pressure
| Date | Instrument | Shares | Notes |
|---|---|---|---|
| 3/2025 | PSUs (2012 cycle) | 76,510 | Certified at 129% for 2022 PSU program (paid in March 2025) |
| 3/13/2025 | RSUs | 45,455 | Vested; additional RSUs vested in April 2025 (19,841 each on 4/8 and 4/23) |
| 5/8/2025 | RSUs | 19,843 | Scheduled vest |
| 3/2026 | PSUs | 90,909 | Scheduled vest subject to performance |
| 3/13/2026 | RSUs | 45,455 | Scheduled vest |
| 3/2027 | PSUs | 67,574 | Scheduled vest subject to performance |
2024 vesting activity: Hulse realized value of $1,043,705 on vesting of 138,079 stock awards; future cliff RSU and PSU maturities imply recurring supply events, though insider trading is governed by blackout/10b5-1 policies .
Investment Implications
- Alignment: Strong pay-for-performance design with multi-year PSUs tied to revenue CAGR and TSR, 3-year cliff RSUs, and options adds convex exposure to execution and share price .
- Retention risk: Material unvested RSU/PSU balances (~$4.1M at 12/31/2024) plus cliff vesting enhance retention; severance economics (1.25× pre-CIC; 1.5× post-CIC with equity acceleration on termination) mitigate abrupt departure risk but raise CIC cost .
- Selling pressure: Multiple scheduled vesting events through 2027 create periodic supply; policies limit hedging/pledging and enforce blackout periods, while 10b5-1 plans can smooth selling dynamics .
- Governance/controls: Robust clawback; timely Section 16; no related-party transactions disclosed—favorable governance signal .
- Performance linkage: Company’s 2024 improvements in net sales and Adjusted EBITDA supported MIP payouts; executives’ equity upside is contingent on sustaining CAGR targets and competitive TSR vs. Russell 2000, highlighting sensitivity to revenue growth execution and market-relative returns .