Michael J. Driscoll
Organogenesis HoldingsAbout Michael J. Driscoll
Independent director of Organogenesis Holdings Inc. since February 2022; age 64 as of April 11, 2025 . Academic and finance background: former Dean of Mount St. Mary’s University Business School (2018–2021), professor of finance/economics at Adelphi University (2010–2018), and 28 years in financial services including Senior Managing Director of Equity Trading at Bear Stearns and Global Head of Trading at Geosphere Capital . Degrees: B.S. SUNY Maritime, MBA Adelphi, Ed.D. University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mount St. Mary’s University | Dean, Richard J. Bolte, Sr. School of Business | 2018–2021 | Academic leadership; business school oversight |
| Adelphi University | Professor of Finance & Economics | 2010–2018 | Teaching and program leadership |
| Geosphere Capital LLC (hedge fund) | Global Head of Trading | 2007–2010 | Led global trading across natural resources/industrials |
| Bear, Stearns & Co. Inc. | Senior Managing Director, Equity Trading | 2002–2007 | Led equity trading at global investment bank |
External Roles
No current public company directorships disclosed beyond ORGO; none listed in biography .
Board Governance
- Committee assignments: Member, Nominating Committee (current composition: Giacomin—Chair, Driscoll, Leibowitz, Lustig) .
- Independence: Identified among independent directors in the director compensation section .
- Attendance: Board met 7x in FY2024; no director (other than Alan A. Ades) attended <75% of board/committee meetings—indicates strong engagement by Driscoll .
- Other board context: Lead Independent Director is Arthur S. Leibowitz (presides at executive sessions); Audit and Compensation committees chaired by Leibowitz and Giacomin, respectively .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $55,000 | Independent director program |
| Nominating Committee member fee | $7,500 | Member, not chair |
| Total cash fees (FY2024) | $62,500 | As reported for Driscoll |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | Feb 2024 | 51,020 | $175,000 | Vested on Feb 15, 2025; typical 1-year vest for directors |
| RSUs (annual grant) | Feb 19, 2025 | 49,575 | n/a | Award reported on Form 4; ownership after award 191,879 shares |
- Director equity is time-based; no performance metrics tied to director grants disclosed .
- Change-in-control: Director Change in Control Agreement provides full acceleration of time-based equity awards if serving immediately prior to a change in control .
Other Directorships & Interlocks
No other public boards or interlocks disclosed for Driscoll; no disclosed relationships with competitors/suppliers/customers .
Expertise & Qualifications
- Finance and markets expertise (senior trading roles at Bear Stearns; global trading head at hedge fund) .
- Academic leadership and governance (Dean/professor roles) .
- Advanced degree in higher education management (Ed.D.), MBA finance/economics foundation .
Equity Ownership
| Measure | As-of Date | Amount |
|---|---|---|
| Beneficial ownership (proxy) | Apr 11, 2025 | 117,304 shares; <1% of outstanding |
| RSUs outstanding (unvested at 12/31/24) | Dec 31, 2024 | 51,020 units |
| Form 4 – RSU award (adds to holdings) | Feb 19, 2025 | 49,575 shares; post-transaction ownership 191,879 |
| Form 4 – Open market sale | Mar 4, 2025 | 25,000 shares at $5.1014; post-transaction ownership 166,879 |
- Hedging/margin: Company policy prohibits short sales, hedging transactions, and purchasing company securities on margin; repricing of options also prohibited without shareholder approval .
Governance Assessment
- Board effectiveness and independence: Driscoll is an independent director with strong meeting attendance and active role on the Nominating Committee—supports board refreshment and governance processes .
- Compensation/ownership alignment: Cash fees modest; equity grants provide alignment via share ownership; change-in-control acceleration limited to time-based awards and consistent with market practice for directors .
- Shareholder support: 2025 election vote for Driscoll—71,818,656 for, 1,640,409 withheld (broker non-votes 34,035,738)—indicative of broad investor support . 2025 say‑on‑pay passed (67,071,290 for; 6,289,601 against) and 2024 say‑on‑pay had ~92% support, signaling generally favorable views of compensation governance .
- Related-party/conflicts: No Driscoll-specific related party transactions disclosed; Section 16(a) compliance affirmed for FY2024 .
- RED FLAGS:
- Insider sale: March 2025 sale of 25,000 shares at ~$5.10 reduced holdings to 166,879—monitor for pattern or multiple sales near sensitive events; single sale not necessarily negative, but timing can be a sentiment signal .
- Director equity is time‑based (not performance‑based); while standard for non‑employee directors, investors focused on pay‑for‑performance may scrutinize equity design for alignment .
Board Governance (Supplementary Data)
| Item | FY2024 Frequency/Status | Notes |
|---|---|---|
| Board meetings | 7 | Good attendance (Driscoll ≥75%) |
| Audit Committee | 6 | Members: Leibowitz (Chair), Duraibabu, Giacomin, Quintero |
| Compensation Committee | 8 | Members: Giacomin (Chair), Duraibabu, Korfin, Leibowitz, Lustig |
| Nominating Committee | 3 | Members: Giacomin (Chair), Driscoll, Leibowitz, Lustig |
Say‑on‑Pay & Shareholder Feedback
| Year | Result |
|---|---|
| 2025 | 67,071,290 for; 6,289,601 against; 98,174 abstentions; broker non‑votes 34,035,738 |
| 2024 | ~92% support (excluding broker non‑votes) |
Director Compensation Structure Analysis
- Cash vs equity mix: FY2024 cash fees $62,500 vs RSU grant fair value $175,000—equity constitutes the majority of director compensation, aligning incentives with share price .
- Equity design: Annual RSUs with short vest (typically ~1 year); no options for Driscoll; change‑in‑control provides time‑based acceleration only .
- Consultant independence: Pearl Meyer used for benchmarking director compensation; committee deemed independent and engaged for board effectiveness assessment in 2024 .
Voting Signals (2025 Annual Meeting)
| Proposal | Outcome |
|---|---|
| Election of directors (incl. Driscoll) | Passed—Driscoll 71,818,656 for; 1,640,409 withheld |
| Say‑on‑Pay | Passed—67,071,290 for; 6,289,601 against |
| Nasdaq proposal to approve conversion above 20% | Passed—45,366,007 for; 2,653,160 against; holders of preferred did not vote |
Overall, Driscoll’s independence, attendance, and capital-markets expertise support board oversight and governance quality; investors should monitor insider trading activity for signals and note that director equity is time-based rather than performance-linked .