Gary S. Gillheeney, Sr.
Organogenesis HoldingsAbout Gary S. Gillheeney, Sr.
- President, Chief Executive Officer, and Chair of the Board of Organogenesis; CEO since 2014, director since 2018, Chair since 2023; age 70. Education: B.S. in Accounting (American International College), M.B.A. (Bryant College) .
- Pay-versus-performance: 2024 Net Revenue $482.0M and Net Income $0.9M; CEO “compensation actually paid” (CAP) $12.48M vs SCT total $6.99M; company TSR $66.53 vs peer index $113.84 (base $100 at 12/31/2019) .
- 2024 annual bonus plan tied to Net Revenue (45%), Gross Margin (10%), and Adjusted EBITDA ex-clinical (45%); payout achieved at 136% of target on company results (CEO target bonus 100% of salary) .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Organogenesis | EVP, COO & CFO | 2003–2014 | Senior operating and financial leadership prior to CEO appointment |
| Organogenesis | CFO | 2002–2003 | Principal finance leadership |
| Innovative Clinical Solutions, Ltd. | COO, CFO, Treasurer & Secretary | 1999–2002 | Executive roles at healthcare solutions provider |
| Providence Energy Corporation | SVP, CFO, Treasurer & Assistant Secretary | N/D | Senior finance roles at energy company (years not disclosed) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Gillheeney beyond Organogenesis |
Board Governance and Service
- Board service: Director since 2018; Chair since 2023; dual role as CEO + Chair. Board rationale: combined role leverages CEO’s company knowledge; Lead Independent Director (Arthur S. Leibowitz) presides at executive sessions and serves as liaison to independent directors, mitigating independence concerns .
- Committees: Audit (Chair: Leibowitz), Compensation (Chair: Giacomin), and Nominating (Chair: Giacomin) composed of independent directors; CEO is not listed as serving on standing committees .
- Board activity: Seven meetings in 2024; all directors met ≥75% attendance except Alan A. Ades .
- Director pay: CEO receives no additional compensation for board service (independent director fee schedule disclosed) .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $883,145 | $908,669 | $942,506 |
| Bonus (discretionary) | $87,500 | $762,344 | — |
| Non-equity incentive (formulaic annual bonus) | — | — | $1,268,540 |
| “All Other Compensation” (perqs, insurance, 401k) | $89,982 | $78,500 | $83,632 |
| Total SCT Compensation | $6,010,057 | $6,244,671 | $6,993,679 |
- 2024 perquisites detail: leased automobile $45,073; tax gross-up on auto $18,723; group term life $12,192; LTD $1,350; 401(k) match $6,294 .
- 2025 adjustments: Base salary increased to $970,060 effective April 1, 2025; target annual bonus raised to 110% of base salary .
Performance Compensation
- 2024 Annual Cash Bonus Plan (company-wide metrics and CEO outcome):
| Metric | Weight | Threshold (75%) | Target (100%) | Exceed (150%) | Max (200%) | Actual | Attainment |
|---|---|---|---|---|---|---|---|
| Net Revenue | 45% | $450.0M | $470.0M | $490.0M | $510.0M | $482.0M | 130% |
| Gross Margin | 10% | 76.0% | 77.0% | 77.5% | 78.0% | 76.1% | 77% |
| Adjusted EBITDA (ex-clinical) | 45% | $43.0M | $53.0M | $63.0M | $73.0M | $64.1M | 155% |
| Company-weighted result | — | — | — | — | — | — | 136% |
- CEO Bonus Outcome (2024):
- Target bonus: 100% of base salary = $932,750 .
- Amount paid: $1,268,540 (136% of target) .
- Long-term equity program:
- 2024 annual awards: 50% RSUs and 50% options; both vest over 4 years in equal annual installments (service-based) .
- 2025 change: Introduced Performance Share Awards (PSUs) at 20% of equity mix (RSUs 50%, options 30%, PSUs 20%) with 3-year vesting based on net revenue thresholds .
2024 Equity Grants to CEO (Grant date 2/21/2024)
| Award | Shares/Units | Exercise Price | Vesting | Fair Value |
|---|---|---|---|---|
| RSUs | 685,131 | — | Equal annual installments over 4 years starting Feb 15, 2024 | $2,349,999 |
| Stock Options | 1,238,729 | $3.43 | Equal annual installments over 4 years starting Feb 15, 2024; 10-year term | $2,349,002 |
2024 Realized from Exercises and Vests (CEO)
| Category | Shares | Value Realized |
|---|---|---|
| Options exercised | 1,067,245 | $2,774,837 |
| RSUs vested/settled | 329,106 | $1,189,128 |
Equity Ownership & Alignment
- Beneficial ownership as of April 11, 2025:
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Gary S. Gillheeney, Sr. | 1,775,002 | 2,496,452 | 4,271,454 | 3.3% |
- Outstanding equity awards (as of 12/31/2024):
| Grant/Type | Exercisable | Unexercisable | Exercise Price | Expiration | Grant Date |
|---|---|---|---|---|---|
| Options (2020) | 465,392 | — | $4.04 | 4/22/2030 | 4/22/2020 |
| Options (2021) | 296,467 | 98,822 | $13.68 | 2/16/2031 | 2/16/2021 |
| Options (2022) | 332,266 | 332,266 | $8.03 | 2/15/2032 | 2/15/2022 |
| Options (2023) | 413,845 | 1,241,536 | $2.51 | 2/22/2033 | 2/22/2023 |
| Options (2024) | — | 1,238,729 | $3.43 | 2/21/2034 | 2/21/2024 |
| RSUs (unvested) | — | 1,510,448 | — | — | Various |
| RSUs market value (12/31/2024 close $3.20) | — | — | — | — | $4,833,434 |
- Hedging, options, and pledging/margin:
- Hedging (short sales, collars, derivatives) prohibited for directors and employees .
- Purchasing on margin or borrowing against company securities held in a margin account prohibited .
- Options/SARs repricing without shareholder approval prohibited by the 2018 Plan .
- Clawback: Adopted Oct 2, 2023; recovery of excess incentive-based pay upon accounting restatement for a three-year lookback, covering current/former executive officers .
Employment Terms
| Item | Key terms |
|---|---|
| Employment agreement | At-will; original agreement dated Feb 1, 2007; sets base, benefits; confidentiality and invention assignment . |
| Current cash comp (effective 4/1/2025) | Base salary $970,060; target annual bonus 110% of base . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base salary (installments), 1 year benefit continuation, up to 1 year executive outplacement (subject to release) . |
| Estimated non-CIC termination value (as of 12/31/2024) | Salary $932,750; Benefits $10,017; Other $282,099; Total $1,224,866 . |
| Change-in-control (CIC) retention agreement | Double-trigger: if terminated without cause or constructive termination within 24 months post-CIC: lump sum 2x (base + target bonus), 24 months benefits, full acceleration of time-based equity; subject to new non-compete and release . |
Say-on-Pay and Shareholder Feedback
- 2024 say-on-pay approval ~92% FOR (annual vote) .
- 2025 say-on-pay approved: 67,071,290 For; 6,289,601 Against; 98,174 Abstain; broker non-votes 34,035,738 .
Compensation Committee and Peer Benchmarking
- Compensation Committee (all independent): Chair Jon Giacomin; members Duraibabu, Korfin, Leibowitz, Lustig; met 8 times in 2024 .
- Independent consultant: Pearl Meyer engaged to update peer group, benchmark pay levels, advise on PSU design, and review director pay .
Director Compensation (context)
- Independent directors: $55,000 annual retainer; committee chair/member fees disclosed; annual RSU grant sized at $175,000 grant-date value in 2024; CEO receives no director pay .
Performance & Track Record
| Year | CEO SCT Total ($) | CEO CAP ($) | TSR ($ value of $100) | Peer TSR ($) | Net Revenue ($M) | Net Income ($M) |
|---|---|---|---|---|---|---|
| 2020 | 2,541,209 | 5,102,714 | 156.55 | 125.69 | 338.3 | 17.2 |
| 2021 | 4,430,757 | 6,311,748 | 192.10 | 124.89 | 467.4 | 94.2 |
| 2022 | 6,010,057 | (1,042,976) | 55.93 | 111.27 | 450.9 | 15.5 |
| 2023 | 6,244,671 | 10,493,115 | 85.03 | 115.42 | 433.1 | 4.9 |
| 2024 | 6,993,679 | 12,482,385 | 66.53 | 113.84 | 482.0 | 0.9 |
- Observations:
- 2024 formulaic bonus paid above target (136%) on revenue and Adjusted EBITDA over target; TSR underperformed the peer index, but CAP rose due to equity valuation dynamics under SEC rules .
Risk Indicators & Red Flags
- Dual role CEO + Chair mitigated by Lead Independent Director structure; committees fully independent .
- Hedging and margin/borrowing against company securities prohibited; option repricing without shareholder approval prohibited .
- Perquisite tax gross-ups (auto, insurance) present, a potential governance negative for some investors .
- CIC economics: 2x base + target bonus, 24 months benefits, and full time-based equity acceleration on double-trigger—market standard but material .
- 2024 option exercises by CEO (1.07M shares; $2.77M value realized) represent meaningful monetization; monitor Form 4s for ongoing activity and potential selling pressure around annual vesting dates .
Trading and Vesting Considerations
- Time-based vesting cadence: annual installments around mid-February for major 2021–2024 grants; options and RSUs vest over four years—expect annual supply events; 2025 introduction of PSUs adds performance gating to a portion of equity .
- 2024 RSU vests across multiple grants (Feb/Apr) and significant unvested RSUs outstanding ($4.83M at 12/31/2024 close) imply continuing retention incentives and potential periodic settlement-related selling needs .
Investment Implications
- Alignment: 2024 pay moved to formulaic bonus with clear financial KPIs; 2025 addition of PSUs tied to revenue improves performance linkage versus prior all time-based equity mix .
- Retention vs supply: Large unvested RSU/option overhang, plus consistent annual vesting, supports retention but can create episodic selling pressure; the CEO’s 2024 exercises highlight liquidity events to monitor .
- Governance: Dual CEO/Chair structure adds key-person concentration risk but is balanced by a Lead Independent Director and independent committees; hedging/margin prohibitions and clawback policy strengthen governance; perquisite gross-ups remain a modest negative .
- Downside/CIC: Non-CIC severance is modest (1x salary + benefits/outplacement); CIC package is meaningful (2x base+target, 24 months benefits, time-based equity acceleration) and could influence negotiations in strategic scenarios .