Lori Freedman
Organogenesis HoldingsAbout Lori Freedman
Lori Freedman is Chief Administrative and Legal Officer (since March 2023), previously General Counsel (since 2017) and VP & General Counsel (2018–2023) at Organogenesis (ORGO). She holds a J.D. from Boston University School of Law and a B.A. in economics and psychology from Brandeis University . Her 2024 bonus was directly tied to net revenue, gross margin percentage, and Adjusted EBITDA (excluding clinical expenses), with a 136% overall attainment, reflecting formal pay-for-performance alignment; ORGO’s company-selected measure linking compensation actually paid is Net Revenue, and the pay-versus-performance framework references peer TSR via the Nasdaq Biotechnology Index . Say‑on‑pay support was strong at ~92% approval in 2024, indicating shareholder endorsement of the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Organogenesis | Chief Administrative and Legal Officer | Mar 2023–present | Senior legal leadership for corporate governance and administration |
| Organogenesis | Vice President & General Counsel | 2018–Mar 2023 | Led legal function and corporate affairs |
| Organogenesis | General Counsel | 2017–2018 | Established legal oversight post‑promotion pathway |
| EyePoint Pharmaceuticals (pSivida Corp.) | VP, Corporate Affairs, General Counsel & Secretary | 2005–2016 | Oversaw corporate affairs and legal/secretarial functions |
| Control Delivery Systems | VP, Corporate Affairs, General Counsel & Secretary | Sep 2001–Dec 2005 | Legal leadership through acquisition by pSivida |
| Macromedia | VP, Business Development | Mar 2001–Sep 2001 | Business development initiatives |
| Allaire Corporation | VP, General Counsel | 1998–2001 | Corporate legal leadership |
External Roles
No public company directorships or external board roles disclosed for Ms. Freedman .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 421,264 | 474,259 | 499,378 |
| Target Bonus % | — | 60% | 60% |
| Target Bonus ($) | — | 285,012 | 296,413 |
| Actual Bonus Paid ($) | 25,200 (discretionary) | 317,360.86 (111% of target) | 403,121 (136% of target) |
| All Other Compensation ($) | 42,947 | 52,636 | 43,203 |
| Total Compensation ($) | 1,228,512 | 1,994,853 | 1,995,053 |
Notes:
- Base salary increased effective April 1, 2024 to $494,021 and April 1, 2025 to $513,782; target annual performance bonus remains 60% of base salary .
Performance Compensation
Annual Performance Bonus Mechanics (FY 2024)
| Metric | Weighting | Minimum | Target | Exceed | Maximum | Actual Result | Attainment % | Payout Outcome |
|---|---|---|---|---|---|---|---|---|
| Net Revenue | 45% | $450,000,000 | $470,000,000 | $490,000,000 | $510,000,000 | $482,000,000 | 130% | Company‑level bonus factor contributed at 130% |
| Gross Margin % | 10% | 76.0% | 77.0% | 77.5% | 78.0% | 76.1% | 77% | Company‑level bonus factor contributed at 77% |
| Adjusted EBITDA (ex‑clinical) | 45% | $43,000,000 | $53,000,000 | $63,000,000 | $73,000,000 | $64,100,000 | 155% | Company‑level bonus factor contributed at 155% |
| Overall Company Performance | — | — | — | — | — | — | 136% | Ms. Freedman received $403,121 vs. $296,413 target (136%) |
Equity Grants and Vesting
| Grant Year | Grant Date | RSUs (#) | RSUs Fair Value ($) | Options (#) | Exercise Price ($/sh) | Options Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|---|---|
| 2024 | 2/21/2024 | 153,061 | 524,999 | 276,737 | 3.43 | 524,352 | RSUs and options vest/exercise in equal annual installments over 4 years starting 2/15/2024; options 10‑year term |
| 2023 | 2/22/2023 | 278,884 | — | 331,076 | — | — | RSUs and options vest/exercise in equal annual installments over 4 years |
Outstanding Equity at FY‑End 2024 (as of 12/31/2024)
| Category | Quantity | Valuation Basis |
|---|---|---|
| Unvested RSUs (#) | 385,348 | Market value $1,233,114 using $3.20 closing price on 12/31/2024 |
| Options – Vesting Footnotes | — | 2021, 2022, 2023, 2024 grants become exercisable in equal annual installments over 4 years; see footnotes (2)–(5) |
Realized Equity Value
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Shares Acquired on Vesting (#) | 19,391 | 89,113 |
| Value Realized on Vesting ($) | 50,931 | 321,574 |
| Options Exercised (#) | 0 (NEOs did not exercise in 2023) | 0 (for Ms. Freedman) |
Equity Ownership & Alignment
| As‑of Date | Shares Owned | Right to Acquire (Options/RSUs within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Apr 10, 2024 | 83,924 | 470,064 | 553,988 | <1% |
| Apr 11, 2025 | 167,449 | 594,503 | 761,952 | <1% (based on 126,853,536 shares outstanding) |
Alignment and restrictions:
- Hedging, short sales, and publicly traded options are prohibited; purchasing on margin or borrowing against company securities is also prohibited .
- No stock ownership guidelines were found in the proxy filings reviewed [Search returned none].
- The 2018 Plan prohibits option/SAR repricing without shareholder approval .
Employment Terms
| Item | Detail |
|---|---|
| Employment Letter | Dated January 19, 2018; at‑will; sets salary and bonus eligibility |
| Base Salary & Target Bonus | Increased to $494,021 (Apr 1, 2024) and $513,782 (Apr 1, 2025); target annual performance bonus 60% of base salary |
| Change‑in‑Control (CIC) Agreement | Double trigger: if terminated without cause or for constructive termination within 24 months after CIC → lump‑sum 1x base salary + 1x target bonus; 12 months COBRA difference payment; full acceleration of time‑based equity; subject to entering a new non‑compete and release |
| Estimated CIC Benefits (as of 12/31/2024) | Salary $494,021; Bonus $296,413; Benefits $23,472; Other (accrued vacation) $36,014; Value of accelerated equity $1,404,445; Total $2,254,365 |
| Termination (Non‑CIC) | No severance beyond benefits continuation for non‑CEO NEOs; value for Ms. Freedman shown as $36,014 (benefits/vacation) if terminated without cause not in connection with CIC |
Compensation Structure Analysis
- Shift to formulaic, performance‑based annual cash bonuses in 2024 (net revenue 45%, gross margin 10%, Adjusted EBITDA 45%) replaced prior discretionary approach, tightening pay‑for‑performance linkage; Ms. Freedman’s payout was 136% of target, driven by above‑target net revenue and Adjusted EBITDA attainment .
- Equity mix remains time‑based options and RSUs with 4‑year service vesting to balance retention and alignment; 2024 grants: 153,061 RSUs and 276,737 options at $3.43, both vesting ratably over four years .
- Year‑over‑year: Ms. Freedman’s total comp was essentially flat ($1.995M in 2024 vs. $1.995M in 2023), with a swap from a discretionary cash bonus (2023) to a larger performance bonus (2024), and a modest shift in equity mix (stock awards down, option awards up) .
Related Policies and Governance
- Clawback policy adopted effective October 2, 2023, requiring recovery of excess incentive‑based compensation upon a required accounting restatement due to material non‑compliance with financial reporting requirements .
- Perquisites include leased automobile with tax gross‑up and premiums for group term life and long‑term disability (with related tax gross‑ups); these are part of “All Other Compensation” and standard NEO benefits .
- Compensation consultant Pearl Meyer engaged; peer group updated (adds: Bioventus, ZimVie; removes acquired names) to benchmark competitiveness and assist in PSU design in 2024; committee members are independent under Nasdaq rules .
Investment Implications
- Alignment: 2024 bonuses were formulaic and tied to revenue and EBITDA performance, with strong attainment (136%); equity awards vest over four years, reinforcing retention and longer‑term focus .
- Retention and CIC optics: Double‑trigger CIC package provides 1x salary and target bonus plus full acceleration of time‑based equity, incentivizing cooperation in a sale while mitigating windfalls absent termination; estimated CIC value for Ms. Freedman is ~$2.25M, with equity acceleration the largest component .
- Insider selling pressure: Ms. Freedman had significant RSU vesting in 2024 (89,113 shares), but no option exercises in 2023–2024; combined with prohibitions on hedging and margin, near‑term selling pressure is more likely tied to routine RSU settlements than option exercises .
- Governance flags: Use of perquisite tax gross‑ups (for auto and certain insurance) persists, which is generally shareholder‑unfriendly though small in magnitude; however, strong say‑on‑pay (~92%) suggests investors currently accept the broader program design .