John Lesica

About John Lesica

John Lesica, age 49, was appointed Co‑Chief Operating Officer (Medical Solutions) and became an executive officer in January 2025. He leads Novanta’s Medical Solutions segment (Advanced Surgery and Precision Medicine) and its enterprise key account program. Previously, he spent 22 years at Thermo Fisher Scientific, most recently serving as President of its $3.5 billion Chromatography & Mass Spectrometry Division; he holds an MBA from Babson College and a BS in Chemical Engineering from Rensselaer Polytechnic Institute . Novanta’s annual and long‑term incentive designs emphasize Organic Revenue Growth, Adjusted EBITDA, and relative TSR for performance stock units (PSUs), directly tying executive pay to revenue and EBITDA growth and market performance .

Past Roles

External Roles

Fixed Compensation

Program design: Novanta emphasizes pay-for-performance; cash incentives (SMIP) are linked to Organic Revenue Growth and Adjusted EBITDA, with thresholds and maximums framing payout outcomes (e.g., minimum performance targets and up to 200% payout at stretch) .

Performance Compensation

Novanta states “No Single-Trigger Equity Vesting upon Change of Control,” consistent with awards being assumed; acceleration generally occurs upon qualifying termination within 12 months post‑CoC (double trigger) . Equity award agreements detail acceleration mechanics for RSUs, options, and PSUs as summarized below .

Equity Ownership & Alignment

Employment Terms

• Equity award agreements (company‑wide): If RSUs/options are not assumed or substituted in a Change in Control, they vest at CoC; if assumed, they remain unvested, with accelerated vesting upon termination without Cause or for Good Reason within 12 months post‑CoC (double trigger). PSUs accelerate upon termination without Cause/for Good Reason within 12 months post‑CoC, per award agreements and executive employment terms .
• Potential payments framework (NEOs): Illustrative severance and equity acceleration amounts are disclosed for CEO/CFO/GC/CHRO scenarios; severance generally equals 150% of salary+target bonus (18 months) or 200% if within 12 months after CoC (24 months), plus health coverage and pro‑rated/accelerated equity as applicable .
• CFO agreement example (governance signaling): Non‑compete and non‑solicit covenants for 18 months post‑termination; Section 280G “cutback” (no excise tax gross‑ups); double‑trigger vesting at target (or higher as contemplated) for performance awards upon qualifying termination within 12 months after CoC .
• Mr. Lesica’s specific employment agreement, base salary, bonus target, severance multiples, and non‑compete terms were not disclosed in the 2025 proxy/10‑K materials. His appointment and executive status are disclosed, with initial and subsequent insider filings noted above .

Performance & Track Record

• Novanta appointed two Co‑COOs effective January 2025 to scale organic and inorganic growth via the Novanta Growth System; Mr. Lesica leads Medical Solutions, bringing 22 years of healthcare/life sciences leadership at Thermo Fisher (including division president roles) .
• The company’s incentive programs tie executive outcomes to Organic Revenue Growth, Adjusted EBITDA, and rTSR over multi‑year periods, aligning Mr. Lesica’s future payouts with execution on profitable growth and shareholder returns .

Compensation Structure Analysis

• Equity shift and risk: Long‑term incentives mix stock options (three‑year ratable vesting) and PSUs (three‑year cliff vesting with revenue/EBITDA and rTSR multiplier), keeping a high proportion of at‑risk pay tied to performance and share price appreciation .
• Governance safeguards: No single‑trigger equity vesting upon CoC; no option repricing without shareholder approval; no Section 280G excise tax gross‑ups; robust clawback and anti‑hedging/pledging policies .
• Disclosure gaps: Specific 2025 compensation elements for Mr. Lesica (salary, targets, grants, severance) are not itemized in the proxy, limiting direct pay‑for‑performance benchmarking at the individual level .

Risk Indicators & Red Flags

• Insider controls: Mandatory trading windows and pre‑clearance for restricted persons reduce inadvertent violations and perceived impropriety .
• Anti‑pledging and clawbacks: Policies reduce misalignment and recapture incentives if needed .
• SEC filings: Form 3 and Form 4 filings for Mr. Lesica were timely in early 2025; no disclosure of investigations or legal proceedings involving him in the proxy/10‑K materials .

Equity Ownership & Alignment (Detailed)

Employment Terms (Change‑in‑Control & Severance Mechanics) — Company Framework

Investment Implications

• Alignment: Mr. Lesica’s incentives will be driven by Novanta’s revenue growth, EBITDA performance, and rTSR over multi‑year periods. Options and PSUs with three‑year horizons create strong retention and performance alignment; anti‑pledging/hedging and clawbacks strengthen governance .
• Near‑term selling pressure: Initial Form 4 filings in Feb 2025 indicate equity grant activity; with options vesting ratably and PSUs cliff‑vesting after three years, foreseeable supply is structured, and realized value remains performance‑dependent .
• Retention risk: While Mr. Lesica’s individual employment terms aren’t disclosed, Novanta’s standard double‑trigger CoC protections and multi‑year equity designs are retention‑supportive; the company’s insider trading controls and ownership guidelines promote long‑term alignment .