David Pacitti
About David Pacitti
Independent director of Orchestra BioMed (OBIO); age 59 as of the record date; director since March 2024 and a Class II nominee for a new term through 2028. Currently CEO of Avanos Medical, Inc. (since March 2025), and previously President of Siemens Medical Solutions USA/Head of the Americas at Siemens Healthineers; earlier senior leadership roles at Abbott Vascular and Guidant. Education: B.A. Villanova University; MBA University of Maryland Global Campus. Core credentials: extensive medtech commercial leadership across imaging, diagnostics, cardiovascular devices; board and industry association experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanos Medical, Inc. | Chief Executive Officer | Since Mar 2025 | Public medtech CEO experience; current role |
| Siemens Medical Solutions USA / Siemens Healthineers (Americas) | President; Head of Healthcare North America | Oct 2015–Mar 2025 (Head of Americas: Feb 2018–Mar 2025) | Led marketing, sales, service across North & Latin America; broad P&L and commercialization scope |
| Abbott Vascular | Division VP, U.S. Commercial Ops, Sales & Marketing; prior VP Commercial Ops; VP Global Marketing | 2006–Oct 2015 | Led NA business; key device launches incl. drug‑eluting stent and structural heart franchises |
| Guidant Corp. | Various roles (increasing responsibility) | 1995–2006 | Cardiovascular device track record |
| Siemens (early career) | Sales Representative, Molecular Imaging | N/A | Commercial foundation in imaging |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Gynesonics | Board Chair | Jun 2021–Sep 2023 | Private company board leadership |
| Apollo Endo‑Surgery | Board Member | Nov 2017–Apr 2023 | Company board (status not specified in proxy) |
| AdvaMed | Board Member | Current | Industry association board |
| Siemens Foundation | Board Member | Current | Foundation board |
| CEO Council for Growth (Greater Philadelphia Chamber) | Member | Current | Economic development council |
| Children’s Hospital of Philadelphia | Corporate Council Member | Current | Non‑profit advisory role |
| MUSC President’s Advisory Group | Member | Current | Academic advisory role |
| University of Missouri | NextGen Advisory Board Member | Current | Academic advisory role |
Board Governance
- Independence: Board designated Pacitti as independent under SEC/Nasdaq rules. Lead Independent Director is Eric S. Fain, M.D.
- Board class/tenure: Class II; current term expired at 2025 annual meeting; nominated to serve through 2028. Director since March 2024.
- Committees: Audit Committee member; Compensation Committee member. Chairs: Audit—Pamela Connealy; Compensation—Eric S. Fain.
- Audit Committee engagement: Signed the 2024 Audit Committee report with other members.
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; Board held 7 meetings (plus 6 written consents); Audit Committee held 5 meetings (plus one consent).
- Executive sessions: Independent directors generally meet in executive session after each regular Board meeting.
Fixed Compensation
| Year | Board Cash Retainer ($) | Audit Committee Member Fee ($) | Compensation Committee Member Fee ($) | Total Cash Fees ($) |
|---|---|---|---|---|
| 2024 | 33,750 | 7,500 | 5,625 | 46,875 |
- Policy levels (non‑employee directors): Board member $45,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000. Paid quarterly; travel reimbursed. Annual total comp cap $500,000 (or $750,000 in initial year or for Board Chair/Lead Independent Director).
Performance Compensation
| Year | Option Awards – Grant‑Date Fair Value ($) | Stock Awards – Grant‑Date Fair Value ($) | Vesting and Triggers |
|---|---|---|---|
| 2024 | 198,065 | 89,997 | Appointment awards: NSO ~$85k FV and RSUs ~$40k FV vest in 3 equal annual installments; pro‑rata annual award vests on earlier of 1‑year anniversary or next annual meeting; full acceleration upon death, disability, or change in control (service‑based). |
Notes: Director equity is time‑based; no performance metric disclosure applies to non‑employee directors. Grant date specifics for individual awards are not itemized; values reflect FASB ASC 718 grant‑date fair value.
Other Directorships & Interlocks
| Company/Entity | Relationship to OBIO business | Potential Interlock/Conflict Consideration |
|---|---|---|
| Avanos Medical, Inc. (CEO) | Medtech products (external to OBIO) | Time‑commitment/overboarding considerations given CEO role; Nominating Committee policy requires sufficient time for directors. No OBIO–Avanos transactions disclosed in proxy. |
| Prior: Apollo Endo‑Surgery (Board), Gynesonics (Board Chair) | Medtech devices (external) | Prior affiliations; no related‑party transactions with OBIO disclosed in proxy section reviewed. |
Expertise & Qualifications
- Senior medtech operator (Siemens Healthineers, Abbott Vascular, Guidant) with commercialization, sales, and product launch leadership across imaging, diagnostics, and cardiovascular devices.
- Current public‑company CEO experience (Avanos).
- Education: B.A. (Villanova), MBA (University of Maryland Global Campus).
- Independent director with committee service on Audit and Compensation.
Equity Ownership
As of April 28, 2025 (record date; 38,312,512 shares outstanding):
| Holder | Direct Shares | Options Exercisable ≤60 Days | RSUs Settling ≤60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| David Pacitti | 2,000 | 33,480 | 8,042 | 43,522 | <1% |
- Policy: Insider Trading Policy includes anti‑hedging provisions, trading windows, and pre‑clearance for directors; prohibits short sales. Pledging restrictions not specified in the proxy excerpt.
- Shares outstanding context: 38,312,512 as of April 28, 2025.
Governance Assessment
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Strengths
- Independent director with deep medtech operating background; serves on two key committees (Audit and Compensation).
- Demonstrated engagement: Board/committee attendance at least 75% in 2024; Audit Committee activity and report sign‑off.
- Equity alignment via options and RSUs; beneficial ownership includes directly held shares, near‑term exercisable options, and RSUs.
- Anti‑hedging and pre‑clearance policy reduces misalignment risk from speculative trading.
-
Considerations
- Time‑commitment risk: Concurrent CEO role at Avanos may increase demands; Nominating & Corporate Governance Committee policy emphasizes “sufficient time” for directors—an area to monitor.
- Not a committee chair; influence is via membership rather than leadership roles on Audit/Compensation (current chairs: Connealy; Fain).
- No explicit pledging prohibition disclosed in the proxy excerpt reviewed; investors often prefer explicit anti‑pledging policies.
-
Related‑Party/Conflicts
- The Audit Committee oversees related‑party reviews; the proxy materials reviewed do not describe any Pacitti‑specific related‑party transactions with OBIO. Continued monitoring warranted given external executive role.
-
Compensation Mix (Director)
- Cash fees reflect board and committee service; equity awards are time‑based (options + RSUs), with standard acceleration on change‑in‑control/death/disability—alignment without performance metrics typical for directors.
RED FLAGS to monitor: potential overboarding/time‑commitment given external CEO position; absence (in excerpt) of explicit anti‑pledging language; ensure continued strong attendance and independence of judgment on Audit & Compensation matters.