Leslie Trigg
About Leslie Trigg
Leslie Trigg, age 54, has served as Outset Medical’s President, CEO, and a director since November 2014, becoming Chair of the Board in February 2022. She holds a B.S. from Northwestern University and an M.B.A. from UC Berkeley Haas . Under her tenure, Outset’s 2024 highlights included recurring revenue of $83.9M (+21% YoY), GAAP gross margin expansion to 33.9% (35.6% non-GAAP), and significant operating expense reductions; however, pay-versus-performance data show three-year cumulative TSR translating to $2.41 value of $100 invested by 2024 year-end, and 2025 revenue guidance was revised to $115–$120M with non-GAAP gross margin expected in the high-30% range .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Outset Medical | President & CEO; Chair (from Feb 2022) | CEO since Nov 2014 | Led commercialization of Tablo, expanded recurring revenue, improved margins, and executed balance sheet recapitalization . |
| Warburg Pincus | Executive in Residence | Mar 2012–Mar 2014 | Sector diligence and portfolio value creation experience in medtech/services . |
| Lutonix (acquired by C.R. Bard) | Executive Vice President | Jan 2010–Feb 2012 | Growth and regulatory/commercial leadership in interventional products . |
| AccessClosure (acquired by Cardinal Health) | Chief Business Officer | Sep 2006–Jun 2009 | Corporate development and go-to-market strategy . |
| FoxHollow Technologies; Cytyc; Pro-Duct Health; Guidant | Various leadership roles | Not disclosed | Commercial, regulatory, and operations experience across medtech modalities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Medical Device Manufacturers Association (MDMA) | Chair, Board of Directors | Current | Industry leadership and policy engagement . |
| Adaptive Biotechnologies | Director | Mar 2021–Jun 2023 | Public board experience in life sciences . |
| ARYA Sciences Acquisition Corp IV (SPAC) | Director | Mar 2021–Jul 2024 | Capital markets and transaction oversight . |
Fixed Compensation
| Component | 2024 value | Notes |
|---|---|---|
| Base salary | $725,000 | 2024 salary held flat vs. 2023 amid cost actions . |
| Target bonus (% of salary) | 100% | No change vs. prior year . |
| Actual bonus paid | $870,000 | 120% payout based on scorecard (gross margin, non-GAAP op inc, home patients overachieved; revenue below threshold) . |
Performance Compensation
2024 Annual Cash Bonus Design and Results
| Metric (weight) | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout | Weighted payout |
|---|---|---|---|---|---|---|
| Revenue (40%) | $132.6M | $156.0M | $165.3M | $113.7M (below) | 0% | 0.0% |
| Gross margin, non-GAAP (20%) | 27.2% | 32.0% | 33.9% | 35.6% | 200% | 40.0% |
| Operating income, non-GAAP (20%) | $(103.2)M | $(89.7)M | $(84.3)M | $(78.8)M | 200% | 40.0% |
| Home patients, YE 2024 (20%) | 85% of target | Target | 108.4% of target | Above max | 200% | 40.0% |
| Total payout | — | — | — | — | — | 120.0% |
Notes:
- 2025 plan streamlined to 2 metrics: revenue (50%) and non-GAAP operating income (50%), payout 50–200% per metric to heighten balance and accountability .
Long-Term Equity Awards (granted Jan 12, 2024)
| Award type | CEO target mix | Performance period & metric(s) | Payout range | Vesting |
|---|---|---|---|---|
| RSUs | 50% | Time-based | N/A | 1/3 at 1st anniversary; remainder quarterly over 2 years . |
| Home PSUs | 35% (70% of PSU mix) | Nearly 3-year period to 12/31/2026; “home patients” operational metric | 0–250% (CEO) | 100% of earned units vest after certification post-2026 . |
| TSR PSUs | 15% (30% of PSU mix) | 3-year relative TSR vs Russell 2000 Medical Device Index (25th=50%, 50th=100%, 75th=250% for CEO) | 0–250% (CEO) | 100% of earned units vest after certification post-period . |
| PRSUs (retention) | One-time | Up to 3 years; stock-price VWAP thresholds ($87/$102/$138.75/$210) and/or 2024–2025 non-GAAP op inc targets | 0–100% | Vests upon threshold achievement (price) or certification (op inc). 50% earned for 2024 op inc on 1/17/2025; 50% remains eligible . |
Grant sizes (post reverse-split adjustments):
| 1/12/2024 equity grants | Quantity (Trigg) |
|---|---|
| RSUs | 14,166 |
| Home PSUs (target) | 9,916 |
| TSR PSUs (target) | 4,250 |
| PRSUs (target) | 13,332 |
Other design changes and context:
- 2024 grants increased PSU duration (Home measured end of 2026; TSR 3-year), tightened TSR threshold (no payout <25th; 50% at 25th), and mixed CEO equity 50% RSU/50% PSU (others 80/20), aligning with investor feedback after a 50.4% 2024 say‑on‑pay support .
- 2024 equity grant values (incl. PRSUs) were ~50% below 2023 for CEO; excluding PRSUs ~65% below 2023, balancing retention vs. dilution .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guideline | CEO: 3x base salary; five-year accumulation period from Feb 2, 2023; all covered executives currently in compliance period . |
| Clawback policy | Mandatory recovery of incentive compensation for 3 prior years upon material restatement; Nasdaq/SEC-compliant . |
| Anti-hedging/pledging | Prohibits hedging, short sales, options, margin accounts, and pledging of company stock . |
Beneficial Ownership (as of Mar 11, 2025, post-conversion)
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Leslie Trigg | 125,627 | <1% | Includes 33,572 directly, 584 Trigg Family Trust, 41,666 Trigg 2002 Revocable Trust, and 49,805 options exercisable within 60 days . |
Outstanding Equity Awards (as of 12/31/2024; select)
| Award/Grant date | Key terms | Units/Status |
|---|---|---|
| Options (3/15/2021) | $750.15 strike; 10-year term; monthly vesting after 1-year cliff | 3,620 exercisable; 242 unexercisable . |
| Options (2018–2020) | $61.65–$129.30 strikes; 10-year terms | Multiple lots exercisable . |
| RSUs (1/12/2024) | Time-based: 1/3 at 1-year, then quarterly | 14,166 unvested . |
| TSR PSUs (1/12/2024) | 3-year relative TSR | 2,125 target unearned . |
| PRSUs (1/12/2024) | Stock price and/or op inc; up to 3 years | 9,999 unearned at 12/31/2024; 50% later earned for 2024 op inc upon certification . |
| 2023 Home PSUs (earned) | 133.75% of target earned for 2024 home patients; 50% vested on 1/17/2025, 50% in late 2025 | 6,627 earned (Trigg) . |
| 2023 TSR PSUs | Earned at 75% of target (relative TSR below 25th percentile), vest at end of 2025 | 1,592 target units . |
Related-party equity purchases:
- In Jan–Mar 2025 private placement, Ms. Trigg (via Trigg 2002 Revocable Trust) purchased 2,500 shares of Series A Preferred ($500,000), converting into 41,666 common shares after stockholder approval .
Employment Terms
| Scenario | CEO Benefits |
|---|---|
| Non‑CIC termination without cause/good reason resignation | 12 months base salary; 12 months COBRA premiums . |
| CIC termination (3 months pre- to 12 months post‑CIC) | 24 months base salary; 18 months COBRA premiums; 200% of target annual bonus; 100% acceleration of unvested equity (performance awards deemed at target unless award specifies otherwise) . |
| CIC treatment by award | 2022–2024 Home PSUs measured at CIC vs. prorated target (greater of actual vs prorated target, then time-based vesting; full vest on qualifying CIC termination); TSR PSUs measured at CIC based on FMV and then time-based vesting; PRSUs evaluate performance using higher of deal consideration or 20-day VWAP . |
Other terms: Standard indemnification agreement; clawback, insider trading, and ownership policies as noted above .
Board Governance
- Board service: Director since 2014; Chair since 2022; not independent (employee). Committees: none; all other directors independent per Nasdaq/SEC .
- Board structure: Combined Chair/CEO, with a Lead Independent Director (D. Keith Grossman) empowered to set agendas with Chair, lead executive sessions, and oversee CEO performance/succession; board reviews leadership structure periodically .
- Meetings/attendance: Board met 15 times in 2024; each incumbent director attended ≥75% of board/committee meetings .
- Director pay: Employee director (Trigg) receives no additional director compensation .
Dual-role considerations: The board cites benefits (decisive leadership, information flow, accountability) and counterbalances with a robust Lead Independent Director role; investors often weigh combined roles versus independence in say-on-pay and governance votes .
Director Compensation (for Ms. Trigg)
- None (no board retainers or equity for her director role) .
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Business progress (2024) | Installed base nearly 6,000 consoles (+10%); recurring revenue $83.9M (+21%); GAAP gross margin 33.9% (35.6% non‑GAAP); opex run‑rate reduced by ~$80M; 2024 FDA inspection concluded with no Form 483 . |
| Balance sheet | Jan 2025: Raised $172.2M, reduced debt from $200M to $100M; expected funding through cash-flow breakeven based on projections . |
| 2025 guide update | Revenue revised to $115–$120M (from $122–$126M); non‑GAAP gross margin maintained in high‑30% range . |
| Profitability trajectory | Q3’25 gross margin 39.4% (39.9% non‑GAAP), opex down ~19% YoY, cash use < $6M in Q3; total cash/ST investments ~$182M at 9/30/25 . |
| TSR (Pay vs Performance) | “Value of $100” in Outset shares: $2.41 in 2024; three-year period shows meaningful underperformance . |
Compensation Structure Analysis
- At‑risk mix and rigor: ~78% of CEO’s target annual pay is at‑risk/variable (bonus, PSUs/RSUs); 2024 added longer PSU periods and tighter TSR thresholds; 2025 cash bonus narrowed to revenue and non‑GAAP operating income (50/50) to favor financial accountability .
- Retention vs dilution: 2024 grants reduced materially vs 2023 (CEO ~50% lower including PRSUs; ~65% lower excluding PRSUs), while PRSUs added explicit value-creation hurdles (VWAP thresholds and operating income targets) amid low share price/dilution concerns .
- Peer benchmarking: Pearl Meyer engaged; peer group refreshed (e.g., GLPG, TMDX, PROCEPT Biorobotics, Axonics, etc.); committee deprioritized market medians in 2024 to emphasize internal goals and retention amid stock decline .
- Investor feedback and response: 2024 say‑on‑pay support fell to ~50.4%; company expanded outreach and made program changes (longer PSU periods; TSR threshold tightened), with 2025 say‑on‑pay subsequently approved (13,574,133 “For”; 342,501 “Against”) .
Peer group (2024 set): AtriCure; Axonics; CareDx; Glaukos; Inari; iRhythm; NanoString; PacBio; Paragon 28; PROCEPT BioRobotics; Pulmonx; SI‑BONE; Silk Road Medical; STAAR Surgical; Tactile Systems; TransMedics; Treace Medical Concepts; Veracyte .
Say‑on‑Pay & Shareholder Feedback
- 2024 vote: ~50.4% approval; expanded shareholder outreach to top holders .
- 2025 vote result: Say‑on‑pay approved (For: 13,574,133; Against: 342,501; Abstain: 5,839; Broker Non‑votes: 1,412,525) .
- Program changes disclosed in response: Elongated PSU periods, tightened TSR threshold, streamlined annual cash plan to 2 financial goals, maintained strong at‑risk mix .
Related Party Transactions (governance)
- 2025 private placement: Ms. Trigg purchased Series A Preferred as noted; board members and certain holders also participated; share conversions occurred following stockholder approvals .
- Policies: Audit Committee reviews related person transactions per policy .
Risk Indicators & Red Flags
- Litigation: Non‑routine litigation charges tied to shareholder class action and related derivative lawsuits recognized in Q3’25 ($343k); ongoing risk factor disclosure in periodic filings .
- 2024 say‑on‑pay: Low approval (50.4%) signals prior concerns on alignment; program changes made thereafter .
- Execution/timing risk: 2025 guidance cut due to timing of large opportunities (shifted to late 2025/early 2026) .
- Hedging/pledging risk: Mitigated by explicit prohibitions in policy .
Compensation Committee & Advisors
- Committee composition and independence detailed; Pearl Meyer engaged as independent compensation consultant; periodic risk assessment performed, with committee concluding comp programs do not encourage excessive risk-taking .
Investment Implications
- Pay-for-performance alignment improved: Longer PSU horizons, stricter TSR gate, and a 2025 plan tethered to revenue and non‑GAAP operating income should tighten line‑of‑sight between outcomes and pay; the dramatic 2024 TSR print and 2024 say‑on‑pay signal were followed by program recalibration and stronger 2025 shareholder support .
- Retention vs dilution trade‑off: 2025 capital actions (PIPE, reverse split) and EIP/ESPP share increases addressed capitalization and talent retention but introduced dilution; 2024 grant values were reduced, and PRSUs require explicit value creation (VWAP/operating income), which can mitigate shareholder dilution concerns if performance materializes .
- Operational momentum with timing risk: Margins and cash burn are improving, but revenue timing shifted into late 2025/early 2026; incentive design that weights operating income should support continued discipline while the commercial transformation completes .
- Governance balance: Combined CEO/Chair role is offset by a strong Lead Independent Director framework and robust policies (clawback, anti‑hedging/pledging, ownership guidelines); investors should continue to monitor board responsiveness and compensation outcomes vs. multi‑year revenue, margin, and cash‑flow targets .
Appendix — Additional Tables
Pay vs. Performance Snapshot
| Year | Outset “Value of $100” TSR | Net Income |
|---|---|---|
| 2024 | $2.41 | $(127,980,000) |
| 2023 | $11.74 | $(172,800,000) |
| 2022 | $56.02 | $(162,960,000) |
Say‑on‑Pay Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑votes |
|---|---|---|---|---|
| 2024 NEO Compensation | 13,574,133 | 342,501 | 5,839 | 1,412,525 |
2024 CEO Summary Compensation
| Year | Salary | Stock Awards (RSUs/PSUs/PRSUs) | Bonus (Cash Plan) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $725,000 | $2,400,223 | $870,000 | $7,397 | $4,002,620 |
(Notes: See footnotes in proxy for accounting treatment of 2023 Home PSUs recognized in 2024, valuation of 2024 TSR PSUs/PRSUs via Monte Carlo, and PRSU 2024 operating income achievement .)
2024 Cash Bonus Metric Design (Targets)
| Metric | Threshold | Target | Max |
|---|---|---|---|
| Revenue (FY24) | $132.6M | $156.0M | $165.3M |
| Gross margin (non‑GAAP) | 27.2% | 32.0% | 33.9% |
| Operating income (non‑GAAP) | $(103.2)M | $(89.7)M | $(84.3)M |
| Home patients (YE 2024) | 85% of target | Target | 108.4% of target |
Board/Committee Roles (2024)
| Director | Role | AC | CC | NCG |
|---|---|---|---|---|
| Leslie Trigg | President, CEO, Chair | |||
| D. Keith Grossman | Lead Independent Director | X | X | |
| Patrick T. Hackett | Director | Chair | X | |
| Brent D. Lang | Director | X | ||
| Andrea L. Saia | Director | X | ||
| Karen Drexler | Director | X | Chair | |
| Dale E. Jones | Director | Chair | ||
| 2024 meetings | — | 10 | 7 | 5 |
Abbreviations: AC=Audit; CC=Compensation; NCG=Nominating & Corporate Governance.
References
- Company 2025 Proxy (DEF 14A, Apr 11, 2025):
- Special Meeting Proxy (DEF 14A, Feb 4, 2025):
- Q1 2024 8-K (May 8, 2024):
- 2025 Annual Meeting 8-K (June 3, 2025):
- Q3 2025 Press Release (Nov 10, 2025):