Paul Gudonis
MYOMOAbout Paul Gudonis
Paul R. Gudonis (age 71) is President, CEO and Chairman of Myomo. He has served as CEO since July 2011 and Chairman since August 2016, with an electrical engineering degree from Northwestern University and an MBA from Harvard University . Company pay-versus-performance disclosure shows Myomo’s $100 TSR metric at $94.08 for 2024 (vs. $73.19 in 2023 and $7.47 in 2022) alongside net losses improving to $(6.2) million in 2024 (from $(8.1) million in 2023), with management citing CMS reclassification of MyoPro reimbursement as a key stock driver . The board has a combined Chair/CEO structure with a lead independent director to mitigate governance risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FIRST Robotics | President | 2005–2010 | Led a national STEM/robotics nonprofit; senior operating experience relevant to medical robotics and education ecosystem |
| Centra Software, Inc. | Chief Executive Officer | 2003–2005 | Ran a software company; scaled software operations and go-to-market |
| Genuity, Inc. | Chief Executive Officer | 2000–2003 | Led internet services firm; telecom/internet domain expertise |
| Massachusetts High Tech Council | Chairman | Not specified | Industry leadership and public policy engagement |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Northwestern Univ. McCormick School of Engineering | Dean’s Advisory Council; advisory boards for Biomedical Engineering and NUvention | Ongoing | Academic/innovation network; pipeline to med-device innovation |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base salary ($) | 348,077 | 300,000 | Employment agreement sets $350,000 effective Jan 1, 2024 |
| Target annual bonus (% of base) | Up to 75% | Not stated in 2023 proxy; practice described | Determined by Board/Comp Committee against strategic/sales/operational/financial goals |
| Non-equity incentive (actual, $) | 423,150 | 211,500 | A portion of 2024 bonus paid in fully-vested RSUs on Mar 11, 2025 ($39,375 FV) |
| Other comp ($) | 15,540 | 15,058 | 401(k) match |
Performance Compensation
- Annual bonus structure (2024 vs 2023):
- 70% corporate: equally weighted revenue and operating loss (ex-SBC); 30% individual (subjective) .
- 2024 included up to +20% of target for financing and operating cash flow; max payout 190% (2024) vs 170% (2023) of target .
- Equity awards and vesting (CEO outstanding at 12/31/2024):
- RSU grant 6/28/2023: 125,000 unvested; vests in two equal annual installments (remainder due 6/28/2025) .
- RSU grant 6/5/2024: 130,000 unvested; vests in three equal annual installments (6/5/2025, 6/5/2026, 6/5/2027) .
- Legacy performance RSUs (TSR-based): target 20,000 units from 6/9/2021 grant measured against peer TSR from 6/9/2021 to 3/9/2024; earned RSUs vested 6/9/2024 if performance met; 0% payout below 25th percentile, 100% target at 50th, max above 75th percentile (company disclosed target units and schedule) .
| Metric | Weighting | Target | Actual/payout | Vesting terms |
|---|---|---|---|---|
| Corporate: Revenue | 35% of target bonus | Not disclosed | Not disclosed (total payout: $423,150 for 2024) | Annual cash bonus; portion in vested RSUs (3/11/2025) |
| Corporate: Operating loss (ex-SBC) | 35% | Not disclosed | Not disclosed | Same as above |
| Individual performance | 30% | Not disclosed | Not disclosed | Same as above |
| Financing & Op. cash flow add-on (2024) | Up to +20% of target | Company-set | Not disclosed | N/A (cash/vested RSUs) |
| RSUs (time-based) | N/A | N/A | N/A | 6/28/2023: 2-year; 6/5/2024: 3-year installments |
| RSUs (TSR performance 2021 grant) | N/A | 20,000 target | Earned per percentile, measured to 3/9/2024 | Vests 6/9/2024 if earned |
Equity Ownership & Alignment
| As of | Beneficial ownership (shares) | % of outstanding | Breakdown | Unvested equity (not in beneficial ownership) | Notes |
|---|---|---|---|---|---|
| 3/31/2025 | 769,545 | 2.23% | 766,671 common + 2,874 options exercisable within 60 days | 255,000 RSUs unvested (excluded) | Shares outstanding basis: 34,438,009 |
| 3/31/2024 | 593,646 | 2.06% | 584,078 common + 3,568 options + 6,000 warrants | 314,167 RSUs unvested (excluded) | Shares outstanding basis: 28,789,986 |
- Pledging/hedging: Insider trading policy prohibits short sales and derivative hedging; prohibits margin pledges and pledging of company stock without prior approval, mitigating forced-sale risk; pre-clearance required for pledges .
- Upcoming vesting/supply overhang:
- 6/5/2025: ~43,333 RSUs from 6/5/2024 tranche; 6/28/2025: 125,000 RSUs from 6/28/2023 final tranche .
- 6/5/2026 and 6/5/2027: ~43,333 per annum from 6/5/2024 grant .
- Section 16 compliance: One late Form 4 for CEO (and others) on Jan 24, 2025 related to 6/9/2024 performance RSU vesting .
Employment Terms
| Term | Details |
|---|---|
| Agreement | New CEO employment agreement effective Jan 1, 2024; at-will, 3-year term through Dec 31, 2026; renewable by consent . |
| Base salary | $350,000 effective Jan 1, 2024 . |
| Target/maximum bonus | Up to 75% of base salary (board/committee determined against strategic, sales, operational, financial goals) ; program-level max payout described under bonus structure . |
| Severance (without cause) | 12 months base salary plus board-approved annual incentive bonus for the year (paid at usual bonus time); 12 months COBRA-equivalent cash payments; 12 months additional vesting on all stock awards (i.e., awards that would vest in next 12 months accelerate) . |
| Change in control (CoC) equity | Single-trigger: if serving as CEO at CoC closing, all stock options and stock-based awards immediately accelerate and become fully exercisable or non-forfeitable; measurement date for performance awards accelerated to CoC closing and any earned portion fully accelerates . |
Board Governance (Director service, committees, independence)
- Roles: CEO and Chairman; board uses combined leadership structure with a Lead Independent Director (Thomas F. Kirk) to facilitate independent oversight .
- Board independence: All directors other than Mr. Gudonis are independent under NYSE American rules .
- Committee memberships: CEO is not listed as a member of standing committees; the board has Audit (Chair: Heather Getz), Compensation (Chair: Thomas Crowley), Nominating & Governance (Chair: Thomas Kirk), and Technology, Quality & Regulatory (Chair: Milton Morris) .
- Attendance: Board held 4 regular meetings in 2024; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
Investment Implications
- Alignment: CEO holds 2.23% of outstanding shares with additional unvested RSUs (255,000), providing meaningful equity alignment, and insider policy restricts pledging/hedging, reducing downside misalignment risk .
- Incentives: Bonus plan balances growth (revenue) and profitability (operating loss ex-SBC), with added 2024 incentives for financing and cash flow; structure suggests emphasis on scaling with improving cash discipline (max 190% of target) .
- Retention and exit economics: Severance provides 12 months salary + bonus and 12-month vesting acceleration; equity is single-trigger on CoC—favorable to management but a governance red flag for some investors given potential for windfall without termination; may influence M&A dynamics .
- Selling pressure: Anticipate potential supply from CEO RSU vestings around 6/28/2025 (125,000 shares) and 6/5/2025/26/27 (~43,333 per year), subject to trading windows and tax withholdings; monitor Form 4s around those dates .
- Governance: Combined Chair/CEO is offset by a Lead Independent Director and majority-independent board; remains a consideration for investors focused on board independence .
- Performance context: Pay-versus-performance framing highlights strong shareholder returns from 2023 into 2024 tied to CMS reimbursement changes, while net losses narrowed—supporting pay outcomes in 2024 vs 2023 disclosures .