Miriame Victor
About Miriame Victor
Senior Vice President and Chief Commercial Officer at Revvity (RVTY). 2024 short‑term incentive payout reflected strong company performance: corporate Global ICP achievement was 142%, with adjusted EPS +5% YoY (above the maximum goal), organic revenue growth between minimum and target, and free cash flow conversion between target and maximum; Ms. Victor’s individual modifier was 110%, producing a 156% of target cash bonus payout of $530,299 . Her base salary rate was increased to $485,000 effective September 2, 2024, reflecting a 5.4% merit adjustment aligned to market benchmarks . Company pay‑versus‑performance context: value of $100 TSR investment at year‑end 2024 was $116.71; adjusted revenue was $2,756 million and GAAP net income was $270 million .
Fixed Compensation
Summary Compensation (NEO disclosure)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $447,077 | $467,692 |
| Bonus ($) | $83,870 | — |
| Stock Awards ($) | $862,557 | $727,508 |
| Option Awards ($) | $286,903 | $725,981 |
| Non‑Equity Incentive Plan Compensation ($) | $83,870 | $530,299 |
| All Other Compensation ($) | $24,450 | $26,166 |
| Total ($) | $1,704,856 | $2,477,646 |
2024 Base Salary and Target Bonus
| Item | Detail |
|---|---|
| Base Salary Rate | $485,000 effective 9/2/2024 (+5.4% YoY) |
| Global ICP Target Award Opportunity | 70% of base salary |
| Approved 2024 Global ICP Payout | $530,299; 156% of target |
Performance Compensation
2024 Short‑Term Incentive (Global ICP) – Structure and Outcomes
| Metric | Weighting | Target | Actual | Corporate Achievement | Individual Modifier | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | Not disclosed | Not disclosed | +5% YoY; exceeded max | 142% overall | 110% | $530,299 (156% of target) | Cash; annual |
| Organic Revenue Growth | Not disclosed | Not disclosed | Between minimum and target | 142% overall | 110% | $530,299 (156% of target) | Cash; annual |
| Free Cash Flow Conversion | Not disclosed | Not disclosed | Between target and maximum | 142% overall | 110% | $530,299 (156% of target) | Cash; annual |
| Strategic Objectives (Commercial) | N/A | N/A | Pricing, partnerships, integration/org alignment, e‑commerce, digital/AI, customer care, talent | Incorporated via individual modifier | 110% | Included in payout calc | N/A |
Long‑Term Incentives (LTIP)
- 2024 LTIP target opportunity: 300% of base salary for Ms. Victor .
- Grant components: PRSUs (50%) vest after a three‑year cycle based on financial goals; equity choice allowed officers to take more stock options in lieu of time‑based RSUs; options vest one‑third annually over seven years; RSUs vest one‑third annually .
- 2024 PRSU grant date: February 5, 2024; PRSUs valued at target using $103.90 closing price; relative TSR modifier ±20% at payout; options priced at average high/low, 7‑year term, vest one‑third annually .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 14, 2025)
| Holder | Stock (Aggregate) | Acquirable Within 60 Days | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| Miriame Victor | 14,288 | 23,537 | 37,825 | * (<1%) |
- Stock ownership guidelines: Senior/Executive Vice Presidents must hold 2× annual base salary in stock value; compliance expected within 5 years; intrinsic value of vested in‑the‑money options excluded from calculations . As of February 14, 2025, all NEOs were in compliance .
- Trading and pledging: NEO trading must occur under Company‑approved 10b5‑1 plans, subject to waiting periods and max 1‑year duration; derivatives and pledging are prohibited for officers .
Outstanding Equity Awards at FY‑End 2024 (closing price $111.99 on 12/27/2024)
| Grant (Options) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 2021 LTIP | 0 | 19,420 | 104.635 | 2/5/2031 | One‑third annually |
| 2023 LTIP | 2,044 | 4,089 | 133.200 | 2/16/2030 | One‑third annually |
| 2022 LTIP | 2,333 | 1,167 | 184.605 | 2/4/2029 | One‑third annually |
| 2018/2019/2020 cycles | 3,652 | 0 | 144.330 | 2/5/2028 | One‑third annually |
| Prior cycles | 3,962 | 0 | 82.720 | 3/6/2027 | One‑third annually |
| Prior cycles | 1,862 | 0 | 95.740 | 3/1/2026 | One‑third annually |
| Grant (Stock/RSUs/PRSUs) | Not Vested (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| Restricted Stock (time‑based) | 2,132 | $238,763 | Vests 100% in 3 years (2022/2023 grants) |
| Restricted Stock (time‑based) | 985 | $110,310 | Vests 100% in 3 years |
| PRSUs (target, 2024 cycle) | 7,002 | $784,154 | Vests at 3 years on performance |
| PRSUs (target, 2023 cycle) | 4,263 | $477,413 | Vests at 3 years on performance |
| PRSUs (target, 2022 cycle) | 1,970 | $220,620 | Vests at 3 years on performance |
2024 Option Exercises and Stock Vested
| Item | Amount |
|---|---|
| Options exercised (#) | 0 |
| Value realized on option exercise ($) | $0 |
| Shares vested (stock awards) (#) | 3,287 |
| Value realized on vesting ($) | $347,173 |
2021 LTIP vesting on Feb 5, 2024 included 879 restricted stock and 2,408 PRSUs for Ms. Victor .
Employment Terms
Agreements and Key Policies
- All NEOs have employment agreements with non‑compete, non‑solicitation, and non‑disclosure provisions; severance benefits apply for involuntary termination without cause, with enhanced benefits under change‑in‑control (CIC) if accompanied by qualifying termination (“double trigger”) .
- CIC definition: includes certain mergers, asset sales, 20% ownership thresholds, board turnover, or liquidation/dissolution approvals .
- Tax treatment: No excise tax gross‑ups for Ms. Victor; “best‑of” approach applies (greater of after‑tax with excise vs. safe harbor reduction) .
Potential Payments (as of FY‑end 2024)
| Category | Termination by Company Without Cause | Disability | Death | CIC (without termination) | CIC + Qualifying Termination |
|---|---|---|---|---|---|
| Base Salary | $485,000 | — | — | — | $970,000 |
| Bonus | $83,870 | — | — | — | $167,740 |
| Pro Rata Bonus | — | — | — | — | $83,870 |
| Health & Welfare Lump Sum | $28,812 | — | — | — | $57,624 |
| Accelerated Vesting – Restricted Stock | — | $349,073 | $349,073 | — | $349,073 |
| Accelerated Vesting – Options | — | $142,834 | $142,834 | — | $142,834 |
| Accelerated Vesting – PRSUs | — | $1,482,188 | $1,482,188 | — | $1,482,188 |
| Total to Executive | $597,682 | $1,974,095 | $1,974,095 | — | $3,253,329 |
| Excise Tax/Gross‑Up | $0 | $0 | $0 | $0 | $0 |
Notes:
- Disability pay terms: first 180 days company pays difference vs. STD (66⅔% weekly up to $2,500); next 12 months company pays difference vs. LTD (60% monthly up to $15,000) per employment agreement .
- CIC equity treatment for Ms. Victor: full vesting only if terminated without Cause or for Good Reason within 36 months post‑CIC; option exercise window extended but expected to be economically moot if options are cashed out in transaction .
Compensation Structure Analysis
- Pay mix remains performance‑heavy: 2024 LTIP target at 300% of salary with ~50% PRSUs and ~50% stock options via equity choice, maintaining at‑risk exposure to stock price and multi‑year financial goal attainment .
- Base salary aligned to market and adjusted late‑year due to sector conditions; committee delayed merit increase to September 2024 to control costs amid life sciences headwinds .
- Short‑term plan combined formulaic financial metrics with individual strategic objectives; committee exercised structured discretion via individual modifiers; Ms. Victor’s objectives emphasized pricing strategy, partnerships, digital/AI, e‑commerce, customer care, and talent , with corporate outcome at 142% .
Governance, Policies, and Risk Indicators
- Clawbacks: Global ICP recoupment on restatements for executive officers (periods beginning on/after Dec 30, 2013) .
- Ownership alignment: 2× salary guideline for EVPs; all NEOs compliant as of Feb 14, 2025 .
- Trading controls: mandatory 10b5‑1 plans; pre‑clearance; anti‑derivatives; no pledging—reduces hedging/pledging red flags .
- Change‑in‑control terms: double‑trigger equity vesting and cash severance (2× full salary for Ms. Victor) mitigate retention risk during transactions while limiting single‑trigger windfalls .
Investment Implications
- Alignment: Significant equity exposure through PRSUs and options with three‑year performance cycles and relative TSR modifiers strengthens pay‑for‑performance and ties outcomes to multi‑year value creation .
- Near‑term selling pressure: 2024 shows no option exercises and modest RSU/PRSU vesting; combined with no pledging and 10b5‑1 constraints, forced selling risk appears low .
- Retention/CIC: Ms. Victor’s severance and CIC economics (2× full salary plus equity acceleration only under double trigger) balance retention incentives with shareholder protections; disability terms are defined and capped, with no excise tax gross‑up .
- Performance signals: 2024 ICP payout at 156% of target driven by EPS outperformance and solid FCF conversion suggests execution strength in commercial leadership areas targeted for Ms. Victor (pricing, partnerships, digital/AI, e‑commerce, customer care) . Company‑level TSR and adjusted revenue/net income trends contextualize total shareholder return exposure in LTIP outcomes .