Glenn H. Nussdorf
Organogenesis HoldingsAbout Glenn H. Nussdorf
Glenn H. Nussdorf, 70, has served on Organogenesis Holdings Inc.’s (ORGO) board since 2003. He is Chief Executive Officer of Quality King Distributors, Inc. and its subsidiary QK Healthcare, Inc., and is a major stockholder and since 2017 a director of Parlux Holdings, Inc. His board tenure is long, he is not classified by ORGO as an independent director, and he holds a significant ownership stake in ORGO, aligning him financially but also creating potential related‑party considerations . Previously part of a Significant Stockholder Group that gave certain board designation rights, ORGO ceased being a “controlled company” in 2021 and the Controlling Stockholders Agreement terminated March 10, 2025, improving governance formality although the group still owns substantial equity .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Quality King Distributors, Inc. | Chief Executive Officer | 1999–present | Leads distribution of health/beauty products and prescription drugs |
| Quality King Distributors, Inc. | Chief Operating Officer | 1997–1998 | Senior operating leadership |
| Quality King Distributors, Inc. | Senior Vice President | 1994–1996 | Executive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parlux Holdings, Inc. | Director | 2017–present | Also a major stockholder of Parlux |
| Quality King Distributors, Inc. / QK Healthcare, Inc. | Chief Executive Officer | 1999–present | Private companies; distribution in HBC/Rx |
Board Governance
| Attribute | Status | Evidence |
|---|---|---|
| Committee assignments | None disclosed for Audit, Compensation, Nominating | Committee rosters do not list Mr. Nussdorf; his name lacks committee footnotes in director slate |
| Independence | Not classified as independent by ORGO | Independent directors listed exclude Mr. Nussdorf |
| Attendance | ≥75% of Board/committee meetings in 2024 | Only Alan A. Ades fell below 75%; others, including Mr. Nussdorf, met threshold |
| Years of service | Director since 2003 | |
| Board leadership context | CEO is Chair; Lead Independent Director is Arthur S. Leibowitz | Combined CEO/Chair; LID presides over independent sessions |
| Governance evolution | Prior “controlled company” status ended 2021; Controlling Stockholders Agreement terminated Mar 10, 2025 |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Notes |
|---|---|---|---|
| 2024 | — | — | Mr. Nussdorf reported no director cash fees in 2024 |
Context: Independent directors at ORGO receive a $55,000 annual retainer plus committee/lead/chair retainers; these apply to independent directors and are not shown as paid to Mr. Nussdorf in 2024 .
Performance Compensation
| Year | RSU Grants (Shares / $) | Option Grants (Shares / Strike / Term) | Notes |
|---|---|---|---|
| 2024 | — / — | — / — / — | No stock awards reported for Mr. Nussdorf in 2024 |
Other Directorships & Interlocks
| Entity | Nature | Details / Potential Interlock |
|---|---|---|
| Parlux Holdings, Inc. | Public company directorship | Director since 2017; also a major stockholder |
| Significant Stockholder Group (ORGO) | Ownership group | Historical designation rights ended with agreement termination; group still owns ~40.3% combined (context on influence) |
| Related-party leases | Operating facilities | ORGO leases 65 Dan Road and 85 Dan Road from entities controlled by Ades, Erani, and Nussdorf; paid $2.38m and $3.52m in 2024, plus deferred rent/interest $1.56m and $3.34m respectively; audit committee oversees related-party policy |
Expertise & Qualifications
- Long-tenured operator in distribution and healthcare products (CEO of Quality King/QK Healthcare) .
- Significant ORGO ownership, bringing shareholder perspective but also related‑party exposure .
Equity Ownership
| Holder | Shares | % of Outstanding | Components / Notes |
|---|---|---|---|
| Glenn H. Nussdorf (beneficial) | 11,912,841 | 9.4% | 3,065,591 direct; 918,680 via GN 2016 Family Trust; 7,928,570 via GN 2016 Organo 10‑Year GRAT; certain beneficial ownership disclaimed per footnote |
Policy and risk alignment:
- ORGO prohibits short sales, hedging (e.g., collars), and purchasing on margin/borrowing against ORGO securities; no specific pledge disclosure for Mr. Nussdorf was noted .
Insider Transactions (2024–2025)
| Date | Counterparty | Shares | Price/Share | Proceeds | Notes |
|---|---|---|---|---|---|
| Nov 12, 2024 | ORGO repurchase from Glenn H. Nussdorf | 2,550,822 | $3.1597 | $8,059,832.28 | Audit Committee and Transaction Committee approved; funded from Nov 2024 preferred proceeds |
| Nov 27, 2024 | ORGO repurchase from GN 2016 Family Trust (beneficially owned by Nussdorf) | 500,000 | $4.057 | $2,028,500 | Audit Committee/Transaction Committee approved; trust beneficiary noted |
Related-Party Transactions (Conflict Review)
- Facilities Leases: ORGO leases 65 Dan Road and 85 Dan Road from entities controlled by Ades/Erani/Nussdorf; 2024 payments were $2,375,564 and $3,518,455, plus deferred rent/interest payments of $1,564,848 and $3,335,184, respectively; extensions run through Dec 31, 2027. These arrangements are reviewed under the related‑party policy by independent Audit Committee members .
- Share Repurchases: In Nov 2024 ORGO repurchased shares directly from Mr. Nussdorf and a Nussdorf‑related trust using proceeds from a contemporaneous preferred stock issuance to Avista; committees approved the transactions. Optics of cash return to insiders alongside capital raise merit monitoring .
Governance Assessment
- Independence and Committees: Mr. Nussdorf is not classified as independent and holds no committee roles, limiting formal oversight responsibilities but also reducing direct conflict risk on committees that review related‑party matters .
- Ownership Alignment: Large beneficial stake (9.4%) aligns incentives with shareholders on value creation; no director equity grants paid in 2024 to him, indicating compensation is not a driver of alignment in his case .
- Attendance/Engagement: Met ORGO’s ≥75% attendance standard in 2024, indicating baseline engagement .
- RED FLAGS:
- Material related‑party leases with entities he controls (multi‑million annual payments), an enduring source of potential conflicts that require continued robust Audit Committee oversight .
- 2024 issuer repurchases from Mr. Nussdorf and a related trust shortly after a preferred stock financing—approved and disclosed, but investor optics warrant scrutiny (cash out to insiders versus dilution from preferreds) .
- Historical concentration of influence via the Significant Stockholder Group; while the controlling agreement has terminated, group ownership remains significant and could affect board dynamics .
- Offsetting Factors:
- Formal related‑party transaction policy administered by independent Audit Committee .
- Enhanced governance posture post‑controlled company period; independent committees and Lead Independent Director in place .
- Company‑wide prohibitions on hedging and margin reduce alignment risks from derivatives/pledging; no pledging by Mr. Nussdorf is disclosed .
Overall: Mr. Nussdorf brings extensive operating experience and substantial “skin‑in‑the‑game,” but his non‑independence, significant ownership, material related‑party leases, and 2024 repurchases present ongoing conflict optics. Continued strict enforcement of the related‑party policy, transparent disclosure, and independent committee oversight are essential to maintain investor confidence .