Brian Grow
Organogenesis HoldingsAbout Brian Grow
Brian Grow (age 49) is Chief Commercial Officer of Organogenesis, serving in this role since 2017 after joining the company in 2004; he holds a B.A. in Psychology from William Jewell College . Company performance indicators that drove 2024 incentive payouts included net revenue of $482.0M (vs. $433.1M in 2023) and Adjusted EBITDA (ex-clinical) of $64.1M, which exceeded the set target; company total shareholder return (value of $100 invested from 12/31/2019) stood at $66.53 in 2024 vs. $85.03 in 2023, as reported in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Organogenesis | Chief Commercial Officer | 2017–present | — |
| Organogenesis | Director of Sales, Commercial Operations | 2013–2016 | — |
| Organogenesis | Associate Director, Marketing | 2012–2013 | — |
| Organogenesis | Project Manager – Apligraf | 2011–2013 | — |
| Organogenesis | Regional Sales Manager | 2006–2011 | — |
| Organogenesis | Tissue Regeneration Specialist | 2004–2006 | — |
| Bristol-Myers Squibb | Pharmaceutical Sales Representative | 2003–2004 | — |
| Innovex/Novartis | Tissue Engineering Specialist | 2000–2003 | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Notes |
|---|---|---|---|
| 2025 (effective 4/1/2025) | 479,906 | 65% | At-will employment letter dated May 9, 2017; target bonus unchanged |
| 2024 (effective 4/1/2024) | 461,448 | 65% | Base increased from $443,700 to $461,448 |
2024 actual cash bonus paid: $407,920 (136% of $299,941 target on $461,448 base) .
Performance Compensation
2024 Annual Cash Bonus Plan Design and Outcomes
| Metric | Weight | Minimum (75%) | Target (100%) | Exceed (150%) | Maximum (200%) | Actual | Attainment | Payout Basis |
|---|---|---|---|---|---|---|---|---|
| Net Revenue | 45% | $450.0M | $470.0M | $490.0M | $510.0M | $482.0M | 130% | Company-wide attainment |
| Gross Margin % | 10% | 76.0% | 77.0% | 77.5% | 78.0% | 76.1% | 77% | Company-wide attainment |
| Adjusted EBITDA (ex-clinical) | 45% | $43.0M | $53.0M | $63.0M | $73.0M | $64.1M | 155% | Company-wide attainment |
| Overall | — | — | — | — | — | — | 136% | Applied to each NEO including Grow |
Long-Term Equity Incentive Program (Structure and 2024 Grants)
- 2024 annual equity grants split between RSUs (50% of grant-date fair value) and stock options (50%); vest over four years in equal annual installments; options carry 10-year term; 2024 grant date February 21, 2024 .
- Starting 2025, mix moves to 50% RSUs, 30% options, 20% performance shares (PSUs) tied to net revenue thresholds over three years (adds explicit performance linkage to equity) .
| Grant Year | Grant Date | Type | Shares/Units | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 2/21/2024 | RSUs | 173,469 | — | 594,999 | 25% annually beginning 2/15/2024 |
| 2024 | 2/21/2024 | Stock Options | 313,636 | $3.43 | 594,196 | 25% annually beginning 2/15/2024; 10-year term |
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025)
| Holder | Shares Owned | Right to Acquire (60-day) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Brian Grow | 200,530 | 795,152 | 995,682 | <1% |
- Outstanding equity at 12/31/2024 included unvested RSUs of 416,993 (market value $1,334,378 at $3.20/share) .
- Insider policy prohibits short sales, hedging (e.g., collars, forwards, options), and purchasing on margin or borrowing against company securities; repricing of options is prohibited; clawback policy adopted effective October 2, 2023 for erroneously awarded incentive compensation linked to financial metrics .
Outstanding Equity Detail (Selected, as of 12/31/2024)
| Award | Exercisable | Unexercisable | Exercise Price | Expiration/Grant | Notes |
|---|---|---|---|---|---|
| Stock Options | 958 | — | $1.24 | 1/12/2025 (2015 grant) | ITM at $3.20 YE price |
| Stock Options | 4,060 | — | $2.47 | 8/11/2025 (2015 grant) | ITM at $3.20 YE price |
| Stock Options | 102,200 | — | $3.46 | 5/4/2027 (2017 grant) | OTM at $3.20 YE price |
| Stock Options | 60,900 | — | $3.46 | 5/4/2027 (2017 grant) | OTM at $3.20 YE price |
| Stock Options | 213,995 | — | $4.04 | 4/22/2030 (2020 grant) | OTM at $3.20 YE price |
| Stock Options | 61,917 | 20,639 | $13.68 | 2/16/2031 (2021 grant) | OTM at $3.20 YE price |
| Stock Options | 53,532 | 53,531 | $8.03 | 2/15/2032 (2022 grant) | OTM at $3.20 YE price |
| Stock Options | 86,367 | 259,103 | $2.51 | 2/22/2033 (2023 grant) | ITM at $3.20 YE price |
| Stock Options | — | 313,636 | $3.43 | 2/21/2034 (2024 grant) | Slightly OTM at $3.20 YE price |
| RSUs (unvested) | — | 416,993 | — | Various | Market value $1,334,378 @ $3.20 on 12/31/2024 |
Note: At 12/31/2024, the closing price was $3.20, used by the company to value unvested RSUs; relative ITM/OTM status references that price .
Employment Terms
| Item | Terms |
|---|---|
| Employment Agreement | Employment letter dated May 9, 2017; at-will; latest update effective April 1, 2025 |
| Current Base Salary | $479,906 (effective 4/1/2025) |
| Target Annual Bonus | 65% of base salary |
| Severance (no CIC) | No severance benefits for NEOs other than CEO if terminated not in connection with CIC |
| Change-in-Control (CIC) | Company has CIC retention agreements; table shows double-trigger benefits (termination without cause following CIC) |
| CIC Benefits (illustrative, using 12/31/2024 data) | Salary: $461,448; Target Bonus: $299,941; Benefits: $23,669; Other (accrued vacation): $62,036; Modified Equity Value: $1,513,159; Total: $2,360,253 |
| Clawback | Compensation Recovery Policy effective Oct 2, 2023 under SEC/Nasdaq Rule 10D-1 |
| Hedging/Margin | Prohibits short sales, hedging, and purchasing on margin/borrowing against company stock |
| Option Repricing | Prohibited without shareholder approval |
Multi‑Year Compensation (Summary Table)
| Year | Salary ($) | Option Awards ($) | Stock Awards ($) | Bonus ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 463,800 | 594,196 | 594,999 | — | 407,920 | 33,638 | 2,094,553 |
| 2023 | 448,216 | 470,103 | 730,433 | 231,905 | — | 44,001 | 1,924,658 |
| 2022 | 436,612 | 434,855 | 362,498 | 28,275 | — | 48,176 | 1,310,416 |
Compensation Structure Analysis
- Shift to more explicit pay-for-performance: 2024 replaced discretionary cash bonuses with formulaic goals and weightings (net revenue 45%, gross margin 10%, Adjusted EBITDA 45%), producing a 136% payout on strong revenue and EBITDA performance while gross margin under-shot target .
- Equity mix evolution: 2025 adds PSUs (20% of grant-date value) tied to multi-year net revenue thresholds, reducing reliance on pure time-based equity and increasing alignment with growth outcomes; 2024 grants were 50% RSUs/50% options with four-year ratable vesting .
- Governance features: Hedging and margin restrictions, prohibition on option repricing, and a Dodd-Frank compliant clawback policy reduce misalignment and risk-taking; 2024 say-on-pay approval was ~92%, and 2025 say-on-pay also passed (67.07M for vs. 6.29M against) indicating broad investor support .
Ownership & Selling Pressure Indicators
- Skin-in-the-game: Grow beneficially owns 995,682 shares (including rights to acquire within 60 days), representing under 1%; tangible exposure rises with unvested RSUs of 416,993 units as of 12/31/2024 .
- Near-term supply: RSUs and 2024 option grants vest ratably each February 15 (2024–2027), creating predictable potential selling windows if shares are sold upon vest; option tranches with low strikes ($1.24, $2.47, $2.51) were in-the-money at 12/31/2024 price $3.20 and may be exercised near respective expiries (2025/2033), while higher-strike tranches ($3.46, $4.04, $8.03, $13.68, $3.43) were out-of-the-money at year-end .
Say‑on‑Pay & Committee/Consultant Context
- Say-on-pay approval: ~92% support at 2024 annual meeting; advisory approval also obtained at 2025 annual meeting (67,071,290 For vs. 6,289,601 Against) .
- Compensation committee and consultant: Committee comprised of independent directors; Pearl Meyer engaged in 2024 to update peer group benchmarks, review market data, and assist in PSU design .
Performance & Track Record (Company-Level Reference Points)
| Year | Net Revenue ($M) | Net Income ($M) | TSR ($ value of initial $100) |
|---|---|---|---|
| 2024 | 482.0 | 0.9 | 66.53 |
| 2023 | 433.1 | 4.9 | 85.03 |
| 2022 | 450.9 | 15.5 | 55.93 |
| 2021 | 467.4 | 94.2 | 192.10 |
| 2020 | 338.3 | 17.2 | 156.55 |
Note: TSR values reflect Organogenesis’ pay‑versus‑performance disclosure (SEC methodology) and are not individualized to Grow .
Investment Implications
- Pay-for-performance alignment improves: Formulaic 2024 cash bonus design and the addition of 2025 PSUs tied to net revenue strengthen linkage between compensation and growth; sustained EBITDA outperformance in 2024 drove 136% payouts, while gross margin underperformance tempered results, signaling balanced scorecard use .
- Retention risk appears moderate: Four-year ratable vesting across large RSU and option grants, plus double-trigger CIC protection (~$2.36M illustrative package), support retention; lack of severance outside CIC for NEOs (other than CEO) reduces “pay on failure” risk .
- Trading/supply watch: Annual February vesting cycles may create periodic selling pressure; in-the-money legacy options ($1.24/$2.47/$2.51) near expiry could drive exercises and potential sales, while higher strike options require further share price appreciation to become economically relevant .
- Governance risk mitigants: Hedging/margin prohibitions, no option repricing, and clawback policy reduce misalignment risk; strong say‑on‑pay outcomes underscore investor acceptance of the compensation framework .