Shmuel Gov
About Shmuel Gov
Shmuel Gov (age 66) is Chief Operating Officer of STRATA Skin Sciences (SSKN) since November 2023; he joined the company in 2015 as Vice President and General Manager overseeing operations at the Carlsbad, CA manufacturing and R&D facility. He has over 25 years of medical device manufacturing, logistics, and R&D experience, and holds degrees in electronics engineering and international business management .
Selected performance context (company-level):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $36.161M | $33.358M | $33.562M |
| EBITDA ($USD) | $0.644M* | ($0.767M)* | ($0.426M)* |
| Net Income ($USD) | ($5.549M)* | ($10.830M) | ($10.086M) |
* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STRATA Skin Sciences (Carlsbad, CA facility) | Senior VP & General Manager | 2015–2023 | Led manufacturing and R&D operations; logistics oversight |
External Roles
- None disclosed for Gov in company proxies .
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Salary | $303,819 | $324,877 |
| Non-Equity Incentive (Bonus) | $135,240 | $120,000 |
| Options (Grant-date fair value) | $219,530 | $0 |
| All Other Compensation | $25,200 | $25,800 |
| Total | $683,789 | $470,677 |
Notes:
- Base salary rate increased from $294,000 to $307,800 in April 2024 (rate disclosure; actual salary paid is shown above) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting / Payment Timing |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Discretionary (“exemplary service”) | N/A | Not disclosed | Not disclosed | $120,000 | Two equal payments: next payroll after May 16, 2024; and first payroll after Sep 1, 2024 |
| Annual Bonus (2023) | Not disclosed | N/A | Not disclosed | Not disclosed | $135,240 | Not disclosed |
- No specific performance metrics, weightings, or targets for Gov’s bonuses were disclosed in proxies .
Equity Ownership & Alignment
Ownership summary (as of March 31, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Shmuel Gov | 99,125 | Less than 1% | Includes exercisable options ; 4,171,161 shares outstanding reference base |
Outstanding equity awards (Gov) at fiscal year-end (Dec 31, 2024):
| Grant Date | Exercisable Options (#) | Unvested Options (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 06/07/2016 | 1,500 | — | $37.50 | 06/07/2026 |
| 06/04/2018 | 20,000 | — | $19.30 | 06/04/2028 |
| 11/22/2019 | 10,000 | — | $24.60 | 11/22/2029 |
| 11/13/2020 | 10,000 | — | $14.60 | 11/13/2030 |
| 03/30/2022 | 5,250 | 1,750,000 | $14.50 | 03/30/2032 |
| 04/03/2023 | 3,500 | 3,500 | $10.60 | 04/03/2033 |
| 11/21/2023 | 10,406 | 31,219 | $5.00 | 11/22/2033 |
Alignment and policy highlights:
- Insider trading policy prohibits trading while in possession of MNPI and during blackout periods .
- Equity plan includes clawback/recoupment for awards per Board policy and applicable law .
- Minimum vesting period of at least one year for options/RSUs, with certain exceptions (death/disability) .
- Upon Change in Control, outstanding RSUs/Restricted Shares fully vest unless CIC results from participant’s own beneficial ownership; options/SARs may be assumed, accelerated, or paid out at Board discretion .
Employment Terms
Change-in-Control agreement (Shmuel Gov; dated Aug 2, 2021):
| Provision | Terms |
|---|---|
| Cash severance | 9 months of then-current base salary, paid in equal installments |
| Bonus | Pro-rata annual bonus for the year of termination based on months worked |
| Benefits | COBRA-like eligibility for health, vision, dental for up to 9 months; ceases upon eligibility with subsequent employer |
| Trigger type | Not specified as single/double-trigger in proxy disclosure |
| Other covenants | Standard confidentiality/IP; restricted activities per agreement (not detailed for Gov in proxy) |
Investment Implications
- Pay mix shows moderate cash reliance (2024 salary and discretionary bonus totaled ~$445k) with no 2024 option grant value; 2023 included significant option award value ($219k), indicating reduced equity linkage in 2024 .
- Discretionary bonuses (2024 “exemplary service”) without disclosed metrics reduce pay-for-performance transparency and may weaken direct linkage to measurable outcomes .
- Equity alignment is limited by low beneficial ownership (<1%); however, substantial outstanding options exist; company indicates many options across employees carry exercise prices significantly above market, limiting retention efficacy and reducing near-term selling pressure from in-the-money awards .
- CIC protections for Gov are modest (9 months salary + pro-rata bonus + benefits) and do not disclose single/double trigger mechanics, implying manageable change-of-control cost risk for shareholders .
Overall signal: Limited disclosed performance metrics and low ownership reduce alignment; clawback and minimum vesting mitigate governance risk; option overhang may have limited incentive value if out-of-the-money **[1051514_0001140361-25-039879_ny20055407x2_def14a.htm:12]** **[1051514_0001140361-25-039879_ny20055407x2_def14a.htm:28]** **[1051514_0001140361-25-039879_ny20055407x2_def14a.htm:30]** **[1051514_0001140361-25-039879_ny20055407x2_def14a.htm:32]**.