Neil Ayotte
NuwellisAbout Neil Ayotte
Neil P. Ayotte, 62, is Senior Vice President, General Counsel, Secretary and Chief Compliance Officer at Nuwellis (NUWE), serving since June 2021. He previously held senior legal roles at Medtronic (including Interim General Counsel and leading integration of its $49B Covidien acquisition) and at Bluestem Group; Bluestem Brands filed for bankruptcy in March 2020 and emerged in August 2020. Ayotte holds a J.D. (University of Minnesota Law School), an M.A. (University of Wisconsin), and a B.A. (St. Mary’s University of Minnesota) .
Company Performance Indicators during Ayotte’s tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $8,543,000 | $8,864,000 | $8,740,000 |
| EBITDA ($USD) | -$16,799,000* | -$17,268,000* | -$10,528,000* |
| Total Shareholder Return – Value of $100 Investment ($) | $0.40 | $0.47 | $0.03 |
Note: Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic | Interim General Counsel; Chief Legal Counsel, Americas; Chief Legal Counsel to Integration Management Office | 2000s–2017 (Interim GC in 2013; Americas Counsel 2015–2017) | Led legal integration for Medtronic’s $49B Covidien acquisition; senior legal leadership across the Americas . |
| Bluestem Group, Inc. | Executive Vice President, General Counsel & Secretary | Feb 2017–Aug 2020 | Senior legal leadership at $1.8B private equity-sponsored e-commerce/mail order retailer; Bluestem Brands filed for bankruptcy Mar 2020 and emerged Aug 2020 . |
| Nuwellis, Inc. | SVP, General Counsel, Secretary & Chief Compliance Officer | Since June 2021 | Executive officer overseeing legal, compliance, and corporate secretary functions . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $326,457 | $271,420 |
| Target Bonus (%) | 45% | 45% |
| Target Bonus ($) | $146,906 | $146,906 |
| Actual Bonus Paid ($) | $0 | $25,645 |
| Option Awards ($) | $63,945 | — |
| All Other Compensation ($) | $16,083 | $9,922 |
| Total Compensation ($) | $406,485 | $306,987 |
Context: In 2024 the company reduced senior management salaries, suspended cash bonuses for 2023 performance, cut board fees, and temporarily suspended the 401(k) match; these were restored late 2024 .
Performance Compensation
Annual Bonus Framework and Outcomes
- Performance metrics: annual revenue, clinical sites active under REVERSE-HF, and pediatric dialysis device development milestones; the Compensation Committee assessed achievement but limited payouts due to liquidity constraints .
| Year | Metric | Weighting | Target | Actual | Payout ($) |
|---|---|---|---|---|---|
| 2023 | Revenue; REVERSE-HF sites; Pediatric device milestones | Not disclosed | Not disclosed | Assessed; payout withheld due to liquidity | $0 |
| 2024 | Revenue; REVERSE-HF sites; Pediatric device milestones | Not disclosed | Not disclosed | Not disclosed | $25,645 |
Equity Awards and Vesting
No executive equity grants in 2024 . Outstanding options at 12/31/2024 (post-reverse split) for Ayotte:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 6/22/2021 | 10 | 1 | $13,930.00 | 6/22/2031 | 25% at 1-year; remaining monthly over 36 months |
| 3/3/2022 | 5 | 2 | $3,290.00 | 3/3/2032 | 25% at 1-year; remaining monthly over 36 months |
| 3/3/2023 | 108 | 138 | $270.20 | 3/3/2033 | 25% at 1-year; remaining monthly over 36 months |
Equity Ownership & Alignment
| Snapshot Date | Direct Shares | Rights to Acquire within 60 days (Options/RSUs/Warrants) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Mar 25, 2025 | 0 | 149 | 149 | <1% |
| Jun 9, 2025 | — | 3 (options exercisable within 60 days) | 3 | <1% |
Notes:
- Beneficial ownership calculations reflect rights exercisable/vestable within 60 days and changes in share counts following reverse splits .
- The proxy does not disclose any pledging or hedging by executives; ownership guidelines and compliance status are not discussed in the provided materials.
Employment Terms
- Offer letter (May 21, 2021): annualized salary $300,000; eligible for bonus up to 45% of base; eligible for stock options and employee benefits; effective June 7, 2021 .
- Change-in-control agreement: if a CIC occurs and termination without cause or for good reason within one year thereafter, lump-sum payments of 12 months salary plus prior fiscal year incentive bonus; up to 12 months healthcare; immediate acceleration of 100% of unvested stock options upon a CIC while actively employed; payments contingent on release and compliance .
- Equity plan termination mechanics: option exercise windows vary by termination reason (3 months standard; 12 months disability; estate window if death; for-cause options terminate immediately) .
Investment Implications
- Pay-for-performance: Bonus design ties payouts to revenue, clinical trial site activation, and pediatric device milestones; 2023 payout was zero and 2024 payout modest ($25,645), reflecting liquidity constraints and disciplined cash preservation .
- Alignment: Ayotte’s equity exposure is primarily in options with multi-year vesting; beneficial ownership is de minimis in common shares (<1%), with small “right to acquire” positions, limiting near-term selling pressure from large vested equity blocks .
- Retention and change-of-control: CIC terms (12 months salary + prior-year bonus, healthcare, and option acceleration) provide moderate protection; no evidence of tax gross-ups or special retention bonuses in 2024; base salary reductions in 2024 were restored late-year, which may have mitigated retention risk .
- Execution track record context: Company TSR during 2022–2024 was severely negative (value of $100 investment fell to $0.03 in 2024), with revenues roughly flat and EBITDA materially negative—highlighting a challenging operating backdrop for incentive realization and equity value creation .