Jon Giacomin
Organogenesis HoldingsAbout Jon Giacomin
Independent director since 2021; age 60. Current COO of the American Medical Association (AMA) since January 2023; prior CEO of U.S. Anesthesia Partners (2019–2021) and senior leadership roles at Cardinal Health including CEO of the Medical Segment and previously CEO of the Pharmaceutical Segment (2014–2018). Education: B.S. Mechanical Engineering (Notre Dame) and MBA in Finance (Chicago Booth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Anesthesia Partners (USAP) | Chief Executive Officer | 2019–2021 | Led private practice operations; healthcare operational expertise . |
| Cardinal Health (NYSE: CAH) | CEO, Medical Segment; previously CEO, Pharmaceutical Segment | 2014–2018 (Pharma CEO), through 2019 (Medical CEO) | Large-scale supply chain, manufacturing, and distribution leadership . |
| U.S. Navy | Nuclear Engineer and Surface Warfare Officer | Prior to private sector | Technical discipline and operational leadership foundation . |
| Sotera Health (Nasdaq: SHC); Griffith Micro Science | Leadership positions (pre-Cardinal) | Prior to 2001 | Quality/regulatory and operations experience . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| American Medical Association | Chief Operating Officer | Jan 2023 | Current role; national physician association operations . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board has determined committee members (audit, compensation, nominating) are independent; Giacomin is an independent, non‑employee director . |
| Board service (start) | Director since 2021 . |
| Committee assignments | Chair, Compensation Committee; Chair, Nominating Committee; Member, Audit Committee . |
| Committee meeting cadence (FY2024) | Audit: 6 meetings; Compensation: 8; Nominating: 3 . |
| Attendance | Board met 7 times in 2024; no director (other than Alan A. Ades) attended fewer than 75% of board and committee meetings – implies Giacomin ≥75% . |
| Lead Independent Director | Arthur S. Leibowitz serves as Lead Independent Director . |
| Engagement signal | Signed Compensation Committee Report as Chair . |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Board retainer | $55,000 . |
| Compensation Committee – Chair fee | $20,000 . |
| Nominating Committee – Chair fee | $15,000 . |
| Audit Committee – Member fee | $10,000 . |
| Total cash fees earned (FY2024) | $100,000 . |
Mix: cash vs equity for FY2024 = $100,000 cash vs $175,000 equity (approx. 36% cash / 64% equity) .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | Feb 2024 | 51,020 | $175,000 | Vested Feb 15, 2025 (one-year, subject to service) | Annual grant to independent directors; Giacomin received FY2024 RSUs; time-based vesting only . |
| Options (director) | — | None | — | — | Giacomin had no director option awards outstanding as of Dec 31, 2024 . |
Change-in-control: Independent directors receive full acceleration of time-based equity awards if serving immediately prior to a change in control under Director Change in Control Agreement .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy provides biography without other public company board service listings for Giacomin . |
Expertise & Qualifications
- Deep healthcare operations and supply chain leadership from Cardinal Health; quality/regulatory exposure (Sotera/Griffith) .
- Financial and operational management background; engineering training with MBA finance .
- Active senior operating role at AMA, supporting governance perspectives on physician, payer, and regulatory dynamics .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | RSUs/Stock Awards Outstanding (12/31/2024) |
|---|---|---|---|
| Jon Giacomin | 142,623 | <1% | 51,020 (RSUs) . |
Policies:
- Prohibitions on hedging, short sales, publicly traded options, and purchasing on margin/borrowing against company securities; preclearance required for certain insiders .
- Section 16(a) compliance: company believes directors complied in FY2024 .
Insider trades (Form 4) summary:
| Period | Transactions | Notes |
|---|---|---|
| FY2024 | None disclosed in proxy; Section 16(a) compliance noted | No delinquent filings reported . |
Governance Assessment
- Strengths: Independent status; chairs key committees (Compensation, Nominating) and sits on Audit—indicates high engagement in pay, governance, and controls; signed Compensation Committee Report; committee meeting cadence suggests active oversight .
- Alignment: Director pay structure leans to equity (RSUs) with annual grants; beneficial ownership present, albeit <1%—consistent with mid-cap director norms; hedging/margin prohibited, supporting alignment .
- Attendance: ≥75% participation threshold met; board met 7 times in FY2024 .
- Potential risks/RED FLAGS: Single-trigger acceleration for director equity upon change in control may be viewed as shareholder-unfriendly versus double-trigger; monitor for any related-party transactions—none disclosed for Giacomin; ensure continued independence given AMA role (no conflicts disclosed) .
- Pay structure signals: Cash fees calibrated to chair roles; equity grants via time-based RSUs (no director performance-based equity), prioritizing retention over performance linkage; options are not part of regular director grants, minimizing risk-taking incentives .