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Andrew Taylor

Chief Financial Officer at Orchestra BioMed Holdings
Executive

About Andrew Taylor

Andrew L. Taylor is Chief Financial Officer of Orchestra BioMed (OBIO), serving since June 2023; he is 54 years old, with a B.A. in Political Science and Economics from McGill University, an MBA in Finance from Northeastern University, and is a CFA Program Level II Candidate . Prior roles include CFO of Motus GI (2017–2023) and CFO/President of Avertix Medical (2007–2017); he oversaw FP&A, capital raising, licensing, and U.S./Brazil operations, and later served on Avertix’s board through August 2024; Avertix underwent a Chapter 11 reorganization with plan effectiveness in March 2019 . OBIO’s executive bonuses are tied to corporate milestones (AVIM pivotal study progress, Virtue SAB program, partnerships/pipeline, and public-company execution), with Taylor’s bonus also subject to individual performance modifiers .

Past Roles

OrganizationRoleYearsStrategic Impact
Motus GI (Nasdaq: MOTS)Chief Financial OfficerAug 2017 – Jun 2023Led finance for a Nasdaq-listed medtech company in which OBIO had a strategic investment .
Avertix Medical (f/k/a Angel Medical Systems)CFO and President; Director2007–2017 (CFO/President), Director 2017–Aug 2024Supervised operations in U.S./Brazil; directed FP&A, capital raising, licensing, and capital budgets; company emerged from Chapter 11 in Mar 2019 .
AC Lordi Consulting (now BDO USA)Practice Leader2005–2007Oversaw teams providing CFO/Controller consulting services .
Safe3w, Inc.Chief Financial Officer2001–2005Led accounting/finance, fundraising, and negotiated sale to iPass .
Abridge, Inc.VP Finance & Administration1999–2001Built budgeting, forecasting, and cash management processes .
Delta Air Lines (NYSE: DAL)Senior Finance Associate1998–1999Early corporate finance role .

External Roles

OrganizationRoleYearsStrategic Impact
Avertix MedicalDirector2017 – Aug 2024Continued governance involvement following executive tenure .

Fixed Compensation

Metric20232024
Base Salary ($)$227,000 $395,000
Target Bonus (% of Base)50% 50%
All Other Compensation ($)$6,929 $12,075

Notes:

  • 2023 salary reflects 7/12 of annual salary due to June 2023 start .
  • “All other compensation” is primarily 401(k) employer match .

Performance Compensation

Annual Cash Incentives

YearCorporate Goal AchievementIndividual ModifierTarget ($)Actual Payout ($)Basis
202375% of corporate goals achieved Taylor’s bonus: 25% individual weighting; awarded at 83.3% of target $197,500 (50% of $395,000)* $99,367 AVIM/BackBeat study, Virtue SAB IDE and restructuring, pipeline/BD, public readiness .
2024Company achievement 65% Taylor awarded at ~79% of target after individual modifier $197,500 (50% of $395,000)* $155,334 AVIM pivotal (BACKBEAT) enrollment; Virtue SAB manufacturing/approvals/restructuring with Terumo; pipeline/partnerships; public company execution .

*Values derived from disclosed target percentage and base salary ; actual payouts per Summary Compensation Table .

Equity Awards (Grant Fair Value at Grant Date)

Metric20232024
Stock Awards ($)$2,065,453 $498,000

Equity award design:

  • 2023 initial RSU grant: 278,363 RSUs granted on Jul 20, 2023; RSUs vest 34% at 18 months, 33% at 24 months, 33% at 36 months from Jun 6, 2023 Vesting Commencement Date .
  • 2024 RSU grant: 100,000 RSUs granted on May 8, 2024; 15,000 vest on May 20, 2025, remaining 85,000 vest in equal installments on Aug 20, 2025; Nov 20, 2025; Dec 20, 2025; May 20, 2026; Aug 20, 2026; Nov 20, 2026; Mar 25, 2027; May 20, 2027; Aug 20, 2027; Nov 20, 2027; Mar 25, 2028; May 20, 2028 .

Compensation benchmarking and equity pool:

  • FW Cook engaged Oct 3, 2024; no conflicts identified .
  • 2024 option-equivalent equity pool set at 5.1% of shares vs peer median 5.8% .
  • CFO peer median allocation: 5.0% of pool; Taylor allocated 8.3% reflecting contributions .

Equity Ownership & Alignment

As-of DateTotal Beneficial Ownership (Shares)% of Shares OutstandingBreakdown
Apr 28, 2025 (Record Date)126,240 <1% 61,240 held directly; 65,000 RSUs scheduled to settle within 60 days .

Unvested equity as of Dec 31, 2024:

  • 183,720 RSUs from 7/20/2023 grant remained unvested .
  • 100,000 RSUs from 5/8/2024 grant remained unvested .

Insider trading activity (alignment signals):

  • Bought 1,000 OBIO shares on Dec 19, 2024 .
  • Bought 2,000 OBIO shares on Aug 25, 2025 ; related SEC Form 4 filing for Aug 2025 confirms insider reporting .

Policies:

  • Company anti-hedging and insider trading policy prohibits short sales and requires trading windows and pre-clearance for identified insiders; no pledging disclosures specific to Taylor .

Employment Terms

ProvisionKey Terms
Role & Base PayCFO; base salary $395,000; annual target bonus 50% of base .
Initial Equity278,363 RSUs granted July 20, 2023; vest at 18/24/36 months from Jun 6, 2023 .
Severance (No Cause / Good Reason)Base salary continuation for 9 months (<18 months tenure) or 12 months (≥18 months); COBRA reimbursement during Severance Period; accelerated vesting of 2023 RSUs to the extent they would vest during Severance Period .
Change-in-Control (CiC Termination within 3 months before to 12 months after CiC)Severance Period increases to 12 months if within first 18 months; one-time payment equal to then-current target Annual Bonus .
Definitions (Cause / Good Reason)Cause includes IP breach, uncured agreement breach, felony/misdemeanor involving dishonesty, or fraud/embezzlement; Good Reason includes material diminishment in role, material pay reduction, relocation >50 miles, or company breach, with notice/cure timing conditions .
Restrictive Covenants1-year post-termination non-solicitation of employees; perpetual non-disparagement; confidentiality/IP assignment obligations .

Performance & Track Record

  • CFO tenure since June 2023; prior CFO roles at Motus GI and Avertix; broad operational and financial leadership across medtech companies .
  • Avertix: Chapter 11 filing Dec 31, 2018; plan confirmed Feb 11, 2019; effective Mar 29, 2019; Taylor served in leadership roles prior to and board role thereafter, indicating exposure to restructuring dynamics .
  • OBIO bonus frameworks emphasize clinical program execution (BACKBEAT pivotal study for AVIM), Virtue SAB milestones, pipeline/partnering, and public-company execution (shelf/ATM, analyst coverage, budget discipline) .

Compensation Structure Analysis

  • Year-over-year mix: 2023 equity awards were larger due to initial hire grant; 2024 equity awards significantly lower, shifting cash/equity mix toward normalized levels post-hire .
  • Target bonus remains at-risk at 50% of base, adjusted for corporate achievement and individual performance; 2024 company achievement 65%, Taylor awarded ~79% of target after individual modifier .
  • Equity awards via RSUs with multi-year vesting (through 2028), promoting retention; no option awards disclosed for Taylor, lowering risk vs options and creating more certain value accrual .
  • Equity pool and peer benchmarking show CFO allocation above peer median (8.3% vs 5.0%), indicating strong retention and incentive emphasis for the finance function .

Equity Ownership & Vesting Schedule Details

GrantTypeUnvested (12/31/2024)Vesting Schedule
7/20/2023RSUs (Initial Equity Award)183,720 34% vests at 18 months; 33% at 24 months; 33% at 36 months from 6/6/2023 Vesting Commencement Date .
5/8/2024RSUs100,000 15,000 on 5/20/2025; remaining 85,000 in equal installments on 8/20/2025; 11/20/2025; 12/20/2025; 5/20/2026; 8/20/2026; 11/20/2026; 3/25/2027; 5/20/2027; 8/20/2027; 11/20/2027; 3/25/2028; 5/20/2028 .

Related Party Transactions & Peer Group

  • Compensation peer group (18 companies across medtech/biotech) used to calibrate 2024 equity pool and allocations .
  • Collaboration with Medtronic on AVIM therapy; Medtronic is a >5% holder; OBIO reimbursed Medtronic $4.3M (2024) and $5.7M (2023) for development costs; revenue-sharing expected per device sold post-approval; Medtronic commercialization rights in primary field .

Governance, Say-on-Pay, and Policies

  • OBIO is an emerging growth and smaller reporting company, with reduced compensation disclosure obligations and exempt from say-on-pay votes .
  • Anti-hedging and insider trading policy applies to officers/directors with trading windows and pre-clearance; short sales prohibited .

Risk Indicators & Red Flags

  • Prior bankruptcy involvement: Avertix Medical Chapter 11 (filed Dec 2018; effective Mar 2019) indicates restructuring experience; not necessarily a red flag but relevant context .
  • No specific disclosure of pledging by Taylor; anti-hedging policy mitigates misalignment risk .
  • CiC provisions include target bonus payment and accelerated vesting (to Severance Period or full in certain CiC contexts), which can create retention but also potential change-in-control economics to monitor .

Summary Compensation (Multi-Year)

Metric20232024
Salary ($)$227,000 $395,000
Stock Awards ($)$2,065,453 $498,000
Non-Equity Incentive Plan Compensation ($)$99,367 $155,334
All Other Compensation ($)$6,929 $12,075
Total ($)$2,398,749 $1,060,409

Employment Terms (Severance & CiC Economics)

TriggerCash SeveranceBenefitsEquity TreatmentCiC Bonus
Without Cause / Good ReasonBase salary for 9 months (<18 months) or 12 months (≥18 months) COBRA reimbursement during Severance Period Accelerated vesting of 2023 RSUs to extent they would vest during Severance Period
CiC Termination (within 3 months prior to CiC to 12 months after CiC)Severance Period increases to 12 months if within first 18 months COBRA reimbursement As above; plus CiC mechanics per plan One-time payment equal to then-current target Annual Bonus

Investment Implications

  • Alignment and retention: Significant unvested RSUs vesting into 2028, anti-hedging policy, and observed open-market purchases (Dec 2024 and Aug 2025) suggest positive alignment; monitor vesting dates for potential 10b5-1 plan sales and near-term liquidity events .
  • Pay-for-performance structure: Cash bonuses reflect corporate program execution with individual modifiers; equity grants benchmarked and CFO allocation above peer median (8.3% vs 5.0%), underscoring the strategic importance of the finance role; equity-heavy mix post-hire supports long-term value creation but reduces optionality from options .
  • Change-of-control economics: CiC one-time target bonus plus accelerated equity vesting (to Severance Period or full in certain contexts) introduce incentives under strategic transactions; not excessive vs market but relevant for deal scenarios .
  • Execution risk context: Prior Chapter 11 exposure at Avertix indicates familiarity with restructurings; OBIO’s milestones-centric bonuses depend on AVIM (BACKBEAT) and Virtue SAB progress and regulatory outcomes, which are key levers for compensation and shareholder value .