Thomas Stankovich
RSLSAbout Thomas Stankovich
Thomas Stankovich is Chief Financial Officer (CFO) of ReShape Lifesciences (RSLS), a role he has held since October 29, 2019. He has over 25 years of CFO experience across public and private healthcare companies, including leading IPOs at Response Genetics and Ribapharm, senior finance leadership at MP Biomedicals, and CFO roles at ICN International (later Valeant). He was 63 as of December 15, 2023, and holds extensive operating, M&A integration, and capital markets experience that is directly relevant to RSLS’s ongoing strategic transactions and financing needs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MP Biomedicals | Global SVP & CFO | ~9 years | Financial planning and reporting, operations and strategy; led acquisition and integration of two international companies . |
| Response Genetics | CFO | n/d | Led company through its initial public offering . |
| Ribapharm | CFO | n/d | Led company through its initial public offering (second-largest biotech IPO at the time) . |
| Cobalis Corporation | CFO | n/d | Senior finance leadership in healthcare sector . |
| ICN International (later Valeant) | CFO | n/d | Senior finance leadership; corporate transformation context . |
External Roles
- None disclosed for Mr. Stankovich in company filings .
Fixed Compensation
| Year | Base salary ($) | Target bonus % of salary | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2021 | 325,000 | Increased from 30% to 45% in July 2021 | 250,000 | One-time cash bonus for merger/listing and $46M financing accomplishments . |
| 2022 | 330,000 | 30% per employment agreement (target basis) | 77,338 | Paid as a stock bonus in Nov 2022 for 2021 MIP; separate retention payout below . |
- Additional 2022 Incentive: Non-equity incentive plan compensation of $148,500, paid under a retention agreement equal to 100% of 2022 target cash bonus, conditioned on continued employment through Dec 31, 2022 .
Performance Compensation
| Incentive type | Metric(s) | Weighting/Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Management Incentive Plan (annual) | Corporate objectives (mix of objective/subjective; set/weighted annually) | Not disclosed | 2021 MIP paid $77,338 in stock in Nov 2022 | Annual; committee may re-weight during year . |
| Retention bonus (2022) | Continued employment through 12/31/2022 | 100% of target 2022 cash bonus | $148,500 paid (non‑equity incentive plan compensation) | Lump-sum upon service condition . |
| Long-term equity (RSUs, 2021) | Service-based (and programmatic leadership equity) | See details below | Grant date fair value $1,625,164 (2021) | Monthly/service-based vesting schedules (below) . |
Equity Awards – Grants and Vesting Schedules
| Grant date | Award type | Shares/units | Grant date fair value | Vesting details |
|---|---|---|---|---|
| Jul 2021 (employment-related) | RSUs | 282,382 | Included in $1,625,164 total 2021 stock awards | 123,542 vested on grant; remaining vest monthly for 27 months from Oct 29, 2019 start-date schedule reference . |
| Jul 2021 (leadership program) | RSUs | 90,362 | Included in $1,625,164 total 2021 stock awards | Vest in 36 equal monthly installments from grant date . |
Outstanding/unvested at 12/31/2022:
- 2,131 unvested RSUs (market value $14,363 at $6.74 close on Dec 30, 2022) .
Change-in-control and clawbacks (plan-level):
- Equity plan uses “double-trigger” vesting if awards are assumed/substituted and employment is terminated without cause within 2 years post-CIC; single-trigger if not assumed (accelerates/exercises as specified). Broad clawback provisions apply (SOX 304, Dodd-Frank, and company policy), and re-pricing of underwater options/SARs prohibited without shareholder approval .
Equity Ownership & Alignment
| As-of date | Beneficial ownership (shares) | % of outstanding | Notes |
|---|---|---|---|
| Nov 9, 2022 | 338,670 | 1.4% | Includes 16,786 RSUs vesting within 60 days of record date . |
| Dec 15, 2023 | 22,949 | * (<1%) | Reflects post-reverse split share structure changes and prior vesting/forfeitures. |
| Feb 18, 2025 | 393 | * (<1%) | Latest special meeting record date table. |
Ownership policies and hedging/pledging:
- RSLS prohibits directors/officers/employees from pledging company securities, holding them in margin accounts, or engaging in hedging (e.g., collars/forwards) without pre-clearance; intention is alignment and avoidance of speculative transactions .
Implications:
- Multi-year reverse splits, newer financings, and warrant/ELOC mechanics have materially diluted individual insider ownership levels, reducing economic exposure despite prior RSU grants .
Employment Terms
| Topic | Key terms |
|---|---|
| Start date/tenure | CFO since October 29, 2019 . |
| Contract term | Initial 1-year term; auto-renews annually unless either party gives 90 days’ notice prior to expiration . |
| Compensation basis | Base salary $300,000 at offer (subsequently $330,000 in 2022), annual incentive up to 30% of base salary, plus equity awards under incentive plans . |
| Severance/CIC | Employment agreement provides “certain benefits upon the occurrence of particular termination events or a change in control” (specific multiples not disclosed). Equity plan provides double-trigger acceleration for assumed awards and single-trigger where not assumed . |
| Clawbacks | Plan-level clawback provisions (SOX/Dodd-Frank/policy) apply to equity awards . |
| Hedging/pledging | Prohibited per insider trading policy . |
Compensation Structure Analysis
- Mix shift and retention emphasis: After outsized 2021 equity grants (two RSU tranches), the 2022 package featured a guaranteed retention payout equal to 100% of target bonus, signaling retention priority during a period of restructuring and financings .
- Pay-for-performance architecture: Annual MIP uses weighted corporate objectives set by the Compensation Committee; specific metrics/weights are not disclosed, and the committee may re-weight objectives intra-year .
- Equity design/vesting: 2021 grants heavily service‑based with front-loaded vesting (partial same-day vest plus monthly installments), which lowers performance risk for the executive versus purely performance shares; however, severe subsequent reverse splits left remaining unvested balances modest in share terms .
- Governance practices: No hedging/pledging, broad clawbacks, and strict no re‑pricing of underwater options/SARs without shareholder approval support shareholder-friendly guardrails .
- Dilution/selling pressure context: 2025 warrant package enables “zero exercise price” election with a 1.2x share factor and reset mechanics, alongside a $5M ELOC at a discount with true‑ups—both can amplify near-term float and supply, potentially outweighing insider selling as a source of pressure .
Risk Indicators & Red Flags
- Repeated reverse splits and capital structure complexity (warrants with reset/zero‑exercise features; ELOC with pricing true‑ups) heighten dilution risk and potential technical selling pressure around approvals/resets .
- Insider alignment: Beneficial ownership for Mr. Stankovich has declined to de minimis levels as of early 2025, reducing direct equity exposure (alignment) versus prior years’ grants .
- Offsetting governance positives: Anti‑pledging/anti‑hedging and clawback policies reduce behavioral risk; equity plan’s double‑trigger CIC provision mitigates windfall acceleration risk .
Say‑on‑Pay, Committee & Peer Practices (context)
- Compensation Committee: Comprised of independent directors; has authority to use independent consultants and oversees CEO and executive pay programs .
- Say‑on‑Pay results and peer group details were not disclosed in the reviewed filings.
Investment Implications
- Alignment and retention: 2021 equity awards were sizable in reported value but appear largely value‑impaired post reverse splits; 2022 retention bonus ensured continuity. Today’s low beneficial ownership suggests limited insider selling supply from the CFO, but it also diminishes long‑term pay‑for‑performance alignment .
- Technical overhangs: The 2025 warrant structure (reset to as low as $1.25 and “zero exercise price” with 1.2x share factor) and ELOC with true‑ups create meaningful issuance paths that can elevate short‑term selling pressure independent of insider activity, a key trading signal around approval/activation windows .
- Governance safeguards: Anti‑pledging/hedging, clawbacks, and no re‑pricing rules are positives; double‑trigger CIC reduces deal‑related misalignment, but equity value realization for executives is likely dominated by future financing terms and post‑merger outcomes rather than past awards .
Sources: RSLS DEF 14A (2025 special meeting: ownership, warrants, ELOC, reverse split) ; RSLS DEF 14A (2024 annual: executive bio, ownership, compensation tables, governance policies) ; RSLS DEF 14A (2022 annual: executive bio, equity plan terms, RSU grant/vesting detail, ownership) .