Renee Gaeta
About Renee Gaeta
Renee Gaeta (age 44) is Chief Financial Officer of Outset Medical (OM), appointed effective June 3, 2025; she oversees Finance as well as Information Technology and Human Resources . She is a CPA (California) with a B.S. in Accounting from Loyola Marymount University and has held CFO roles at several medtech growth companies (Shockwave Medical, Eko Health, Establishment Labs) and senior finance roles at Sientra and KPMG . OM’s executive pay design ties annual bonuses to revenue and non‑GAAP operating income (50%/50% weighting in 2025) and long‑term PSUs to a three‑year financial metric plus relative TSR, aligning incentives to growth, profitability and shareholder returns . Company execution in 2024 included recurring revenue growth (+21% to $83.9M), gross margin expansion (33.9% GAAP; 35.6% non‑GAAP), and ~$80M OpEx run‑rate reduction, establishing clear performance levers for incentive plans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shockwave Medical, Inc. | Chief Financial Officer | Feb 2024–May 2024 | CFO through sale to J&J for ~$13B, demonstrating large‑cap transaction experience . |
| Eko Health | Chief Financial Officer (also led HR) | Jul 2021–Feb 2024 | Led finance and HR; scaled digital cardiopulmonary business . |
| Establishment Labs Holdings, Inc. | Chief Financial Officer | Jul 2017–Jul 2021 | Drove IPO and global growth for a medtech platform . |
| Sientra, Inc. | VP, Corporate Controller | Aug 2014–Jun 2017 | Senior accounting leadership in public med‑aesthetics . |
| KPMG LLP | Audit/Advisory positions | ~10 years | Public company reporting and controls expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Candel Therapeutics, Inc. | Director; Audit Committee | Aug 2022–present | Public board and audit oversight in biopharma . |
| SeaSpine Holdings Corporation | Director; Audit Chair | Feb 2019–Jan 2023 | Board leadership through merger with Orthofix Medical . |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary | $500,000 . |
| Target Annual Bonus | 50% of base (pro‑rated from June 3, 2025) . |
| Annual Bonus Framework (2025) | Two metrics: Revenue (50%) and Non‑GAAP operating income (50%); payout range per metric 50%–200% based on threshold→target→max performance . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Structure | Payout & Vesting |
|---|---|---|---|---|
| PSUs – Financial | Three‑year financial metric (to be set for 2025 awards), measured through end of 2027 | 70% of PSU award | Committee sets a meaningful multi‑year target; earned at 0%–200% (execs other than CEO) based on performance . | 100% of earned units vest upon certification after FY2027, subject to continued service . |
| PSUs – Relative TSR | Relative TSR vs a defined medtech index over three years | 30% of PSU award | Three‑year performance period; earned per percentile ranking vs peers . | 100% of earned units vest upon certification at period end, subject to continued service . |
| Annual Cash Bonus (2025) | Revenue; Non‑GAAP Operating Income | 50% each | Threshold=50% payout; Target=100%; Max=200% per metric. Fewer goals increase sensitivity to shortfalls . | Paid annually; no disclosure yet of 2025 actuals . |
Equity Ownership & Alignment
- Ownership guidelines: Executives must hold OM shares worth at least 1× annual base salary within 5 years of becoming a covered executive; CEO requirement is 3× salary . Anti‑hedging and anti‑pledging rules prohibit holding OM securities in margin accounts or as collateral; hedging (short sales, options) is banned, reducing misalignment risk .
- Initial equity grants:
- RSU Award valued at $2,480,000; vests 33.33% on June 3, 2026, then quarterly over 2 years (Feb 15/May 15/Aug 15/Nov 15) subject to service .
- PSU Award valued at $620,000 with 70% three‑year financial metric and 30% three‑year relative TSR; earned and vest after certification post‑period .
| Equity Detail | Quantity/Value | Vesting |
|---|---|---|
| RSUs granted June 10, 2025 (Form 4) | 131,425 RSUs; each RSU = 1 share | 33.33% on Jun 3, 2026; remaining 66.67% quarterly over following 2 years . |
| RSU Award (offer terms) | $2,480,000 value | One‑third at 1‑year; then quarterly over 2 years (same cadence) . |
| PSU Award (offer terms) | $620,000 value | Earned on 70% financial metric (to end‑2027) and 30% three‑year TSR; 100% vest post‑certification . |
Vesting cadence indicates potential periodic insider selling windows as tranches vest (subject to trading windows/10b5‑1 plans), notably on quarterly dates following the first cliff vest in June 2026 .
Employment Terms
| Term | Provision |
|---|---|
| Start Date | Effective June 3, 2025 (CFO; PFO; PAO) . |
| Severance – Non‑CIC | If terminated without cause or resigns for good reason outside the CIC window: lump‑sum 9 months’ base salary + 9 months COBRA subsidies (execs other than CEO) . |
| Severance – CIC (Double Trigger; window = 3 months pre to 12 months post CIC) | Lump‑sum 12 months’ base salary + 12 months COBRA + 100% of target annual bonus; accelerate 100% of unvested equity; performance awards deemed at target unless specified . |
| Equity in CIC context | Home/TSR/PRSU awards have specified CIC measurement/vesting mechanics; earned units subject to time‑based vesting unless double‑trigger termination accelerates . |
| Clawback | Dodd‑Frank compliant recoupment of incentive pay on accounting restatements; 3‑year look‑back . |
| Anti‑Hedging/Pledging | Prohibited for directors/officers/employees . |
| Ownership Guidelines | 1× salary multiple; 5‑year accumulation period; measured annually . |
Performance & Track Record
- CFO credentials across public medtech with transaction and scaling experience: Shockwave Medical CFO through $13B sale to J&J; Establishment Labs CFO through IPO and global growth; Eko Health CFO (finance and HR leadership) .
- OM operating progress underpinning incentive metrics: 2024 recurring revenue to $83.9M (+21%); gross margin improved to 33.9% GAAP (35.6% non‑GAAP); OpEx run‑rate reduced by ~$80M, halving 2025 projected cash burn, with additional debt reduction to $100M and $172.2M capital raise in Jan 2025 .
- Investor voice: Say‑on‑pay support slipped to ~50.4% in 2024, prompting plan changes (longer PSU periods; stronger TSR hurdles; simpler 2025 bonus with direct financial metrics), improving pay‑for‑performance alignment .
Board Governance (Context)
- Stock ownership guidelines and anti‑hedging/pledging are board‑approved; clawback policy adheres to SEC/Nasdaq rules, reinforcing governance discipline for executives .
- Compensation Committee engages independent consultant (Pearl Meyer), benchmarks peer groups, and adjusted PSU structures to extend measurement horizons and tighten TSR thresholds .
Compensation Structure Analysis
- Cash vs equity mix: Initial equity grants skew heavily to time‑based RSUs ($2.48M) vs PSUs ($0.62M), increasing retention value while still embedding multi‑year performance via PSUs—consistent with OM’s 2024/2025 shift toward longer PSU windows and stricter TSR hurdles .
- Annual bonus simplification (2025): Focus on revenue and non‑GAAP operating income (equal weights) raises payout sensitivity to misses and strengthens alignment with near‑term profitability/cash‑flow targets .
- Governance safeguards: Anti‑hedging/pledging and clawback mitigate misalignment and downside risk to shareholders .
Risk Indicators & Red Flags
- Insider selling pressure: Quarterly RSU vesting starting after a one‑year cliff (June 2026) creates potential periodic supply from Form 4‑reportable sales; monitor 10b5‑1 plan adoption and trade windows .
- Say‑on‑pay sensitivity: 2024 support ~50.4% indicates shareholder scrutiny and potential ongoing pressure for stronger performance linkage and dilution control .
Investment Implications
- Alignment: Gaeta’s package balances retention (RSUs with quarterly vesting) and performance (three‑year PSUs tied to financial metric and relative TSR), with a simplified 2025 bonus directly linked to revenue and non‑GAAP operating income—clear levers for profitability and cash discipline .
- Retention/CoC economics: Double‑trigger CIC with 12 months’ salary, 100% target bonus, and full equity acceleration supports leadership continuity through strategic events, while clawback and anti‑hedging/pledging protect alignment .
- Trading signals: Expect RSU‑driven vesting milestones (first on Jun 3, 2026; then quarterly) to be focal points for potential insider activity; monitor Form 4s and any announced 10b5‑1 plans for supply/demand effects .