Arthur S. Leibowitz
Organogenesis HoldingsAbout Arthur S. Leibowitz
Arthur S. Leibowitz, age 71, has served on Organogenesis Holdings Inc.’s board since 2018 and as Lead Independent Director since 2023. He is a Certified Public Accountant and an audit and accounting academic, currently a clinical professor at Adelphi University’s Robert B. Willumstad School of Business; previously an adjunct (2008), full-time lecturer (2010), and promoted to clinical professor (2013). He was an audit and business assurance partner at PricewaterhouseCoopers for 27 years, including national leadership for the retail industry group and portfolio audit partner for a leading private equity client. He formerly served on Arotech Corporation’s board and audit committee (Nasdaq: ARTX) from 2009 to 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Audit & Business Assurance Partner; national retail leadership; portfolio audit partner | ~27 years (prior to 2008) | Led retail industry group; portfolio audit partner for major PE client |
| Arotech Corporation (Nasdaq: ARTX) | Director; Audit Committee member | 2009–2014 | Board oversight; audit committee service |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Adelphi University (Robert B. Willumstad School of Business) | Clinical Professor (Accounting/Auditing) | Adjunct (2008) → Lecturer (2010) → Clinical Professor (2013–present) | Teaches graduate and undergraduate accounting/auditing courses |
Board Governance
- Roles: Lead Independent Director; Chair of Audit Committee; member, Compensation Committee; member, Nominating Committee .
- Independence: Board determined audit, compensation, and nominating committee members (including Mr. Leibowitz) are independent under Nasdaq rules; Leibowitz qualifies as an “audit committee financial expert” .
- Lead Independent Director responsibilities: Presides at meetings without the Chair/CEO, serves as liaison between CEO and independent directors, presides at executive sessions .
- Engagement: Board met seven times in FY2024; all directors except Alan A. Ades attended at least 75% of Board and committee meetings—implying Mr. Leibowitz met expected attendance thresholds .
- Committee activity: Audit Committee met six times; Compensation Committee met eight times; Nominating Committee met three times in FY2024 .
- Risk oversight: Audit monitors major financial risk exposures, cybersecurity, legal/regulatory compliance, related-party transactions, internal and external audit oversight; Compensation monitors risk incentives .
Fixed Compensation
| Component | Amount |
|---|---|
| Director annual cash retainer | $55,000 |
| Lead Independent Director retainer | $30,000 |
| Audit Committee chair fee | $40,000 |
| Audit Committee member fee (non-chair) | $10,000 |
| Compensation Committee chair fee | $20,000 |
| Compensation Committee member fee (non-chair) | $10,000 |
| Nominating Committee chair fee | $15,000 |
| Nominating Committee member fee (non-chair) | $7,500 |
| Director (FY2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Arthur S. Leibowitz | $142,500 | $175,000 | $317,500 |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | Feb 2024 | 51,020 | $175,000 | Vested Feb 15, 2025 | Time-based; annual grant; independent directors |
| Stock Options (outstanding at 12/31/2024) | Prior grants | 30,000 | — | — | No detail on strike/expiry in proxy |
| Director Change-in-Control retention | — | — | — | Full acceleration of time-based equity upon Change in Control | Director-level retention agreement |
- Performance metrics: No performance-based metrics are applied to independent director pay; director equity grants are time-based RSUs as disclosed .
Other Directorships & Interlocks
| Company | Role | Committee | Interlock Risk |
|---|---|---|---|
| Arotech Corporation (Nasdaq: ARTX) | Director | Audit Committee | Historical; no current interlocks disclosed |
| Compensation Committee Interlocks | — | — | Company discloses no interlocks/insider participation involving its executive officers or board members on other entities’ boards/comp committees |
Expertise & Qualifications
- CPA (New York); Audit Committee Financial Expert designation by Board .
- Deep accounting/auditing expertise (PwC partner), retail sector leadership, private equity portfolio audit experience .
- Academic governance and education credentials (Adelphi University) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| Arthur S. Leibowitz (as of April 11, 2025) | 187,611 | 30,000 | 217,611 | * Less than 1% |
| Director Equity Outstanding (12/31/2024) | Options Outstanding | Stock Awards Outstanding |
|---|---|---|
| Arthur S. Leibowitz | 30,000 | 51,020 |
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-02-21 | 2025-02-19 | Award (A) | 49,575 | $0.00 | 237,186 | https://www.sec.gov/Archives/edgar/data/1661181/000106299325003217/0001062993-25-003217-index.htm |
| 2024-02-23 | 2024-02-21 | Award (A) | 51,020 | $0.00 | 187,611 | https://www.sec.gov/Archives/edgar/data/1661181/000106299324004306/0001062993-24-004306-index.htm |
- Change-in-control agreement provides full acceleration of time-based director awards (alignment to service continuity) .
Governance Assessment
- Strengths: Independent Lead Director; chair of Audit Committee; designated audit committee financial expert; active committee engagement (audit met 6x; compensation 8x; nominating 3x in FY2024); attendance at or above 75% threshold; director pay includes annual time-based RSUs, supporting ownership alignment .
- Ownership alignment: Beneficial ownership of 217,611 shares including 30,000 options; RSUs vest annually; recent Form 4 awards confirm ongoing equity exposure (SEC links above).
- Compensation governance: Compensation Committee uses independent consultant (Pearl Meyer); Board considered 92% 2024 say-on-pay support and 2025 advisory vote results indicate continued strong support (votes for: 67,071,290; against: 6,289,601; abstain: 98,174) .
- Related-party/Conflict oversight: Audit Committee explicitly reviews and approves related-party transactions; 2024 repurchases involved other directors/affiliates and were approved by the Audit and Transaction Committees; no related-party transactions disclosed involving Mr. Leibowitz .
- Structural watchpoints: Significant Stockholder Group retains 40.3% and Avista’s Convertible Preferred confers a separate director appointment and voting constraints—concentrated ownership requires robust independent oversight; Mr. Leibowitz’s LID/Audit roles are critical mitigants .
- Overall: Governance posture for Mr. Leibowitz signals independence, financial oversight rigor, and attendance/engagement; equity-based director pay and lack of disclosed conflicts support investor confidence, with ownership concentration remaining a macro-governance consideration .