W. Andrew Macan
Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary at 
Neuronetics
NeuroneticsExecutive
About W. Andrew Macan
W. Andrew Macan (age 52) serves as Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary of Neuronetics (STIM). He joined in January 2020 as SVP and was promoted to EVP in February 2023; in January 2024 he also took responsibility for Human Resources, and previously served in the Office of the President from March–July 2020 . Macan holds a B.A. in Government (Franklin & Marshall College) and a J.D. from Emory University School of Law (with distinction, Order of the Coif) . Company performance in his current tenure includes Q1 2025 revenue of $32.0M (+84% YoY; pro forma +7%), net loss of $12.7M, EBITDA of -$10.1M, and full-year 2025 revenue guidance of $149–155M; management targets cash flow breakeven in Q3 2025 . Pay-versus-performance disclosure shows cumulative TSR index values of 14 (2024) and 26 (2023), alongside net losses of $43.7M (2024) and $29.8M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neuronetics, Inc. | EVP, General Counsel, Chief Compliance Officer, Corporate Secretary | Feb 2023–present | Expanded remit to HR in Jan 2024; governance and compliance leadership |
| Neuronetics, Inc. | SVP, General Counsel, Chief Compliance Officer, Corporate Secretary | Jan 2020–Feb 2023 | Joined executive leadership; member of Office of the President (Mar–Jul 2020) |
| U.S. Silica Holdings, Inc. | SVP, General Counsel, Corporate Secretary | Oct 2018–Jan 2020 | Public company legal leadership; Russell 2000 issuer |
| Axalta Coating Systems, LLC | GC & Chief Compliance Officer, Americas | Oct 2013–Oct 2018 | Regional legal/compliance oversight for coatings business |
| The Chubb Corporation | Vice President, Corporate Counsel & Secretary | Oct 2003–Oct 2013 | Corporate legal and secretary functions for insurer |
| Ballard Spahr LLP; Dechert LLP | Associate (Private Practice) | Early career | Foundational legal training/practice |
External Roles
No public company directorships or external board roles are disclosed for Macan .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 409,400 | 450,000 (effective Jan 1, 2024) |
| Target Bonus (% of Salary) | 50% | 50% |
| Perquisites ($) | 13,556 (travel/entertainment incl. $3,726 tax gross-up) | — (none disclosed) |
Performance Compensation
Annual Incentive Outcomes (Cash)
| Component | Weight | Target/Thresholds | Actual/Assessment | Payout |
|---|---|---|---|---|
| Revenue metric | 50% | Threshold $74.0M; Target $82.2M; Max $94.5M FY2024 revenue | Company failed to meet revenue threshold | 0% of metric |
| EBIT metric (adjusted) | 30% | Threshold -$23.85M; Target -$20.40M; Max -$16.88M FY2024 EBIT | Adjusted EBIT -$22.661M; payout 77.5% of target | 77.5% of metric |
| Individual goals | 20% | Qualitative functional goals | Achieved at target for Macan | 100% of metric |
| Payout Details | FY 2023 | FY 2024 |
|---|---|---|
| Bonus ($ discretionary) | 51,175 | 45,000 |
| Non-Equity Incentive Plan ($) | 155,572 | 52,313 |
| Total Annual Incentive Paid ($) | 206,747 | 97,313 (Board-approved Mar 2025) |
Equity Awards and Vesting Mechanics
| Award Type | Grant Date | Shares/Value | Vesting/Performance |
|---|---|---|---|
| RSUs | 2/9/2022 | 55,532 units; MV $89,407 at 12/31/24 | 1/3 per year over 3 years (service condition) |
| RSUs | 2/8/2023 | 60,003 units; MV $96,605 at 12/31/24 | 1/3 per year over 3 years |
| RSUs | 2/5/2024 | 78,300 units; MV $126,063 at 12/31/24 | 1/3 per year over 3 years |
| RSUs | 2/5/2024 | 11,700 units; MV $18,837 at 12/31/24 | 1/3 per year over 3 years |
| RSUs | 2/29/2024 | 13,050 units; MV $21,011 at 12/31/24 | 1/3 per year over 3 years |
| RSUs | 2/29/2024 | 1,950 units; MV $3,140 at 12/31/24 | 1/3 per year over 3 years |
| PRSUs (Price) | 2/3/2021 | 10,000 target | Vest on VWAP reaching $25; stock price hurdle-based |
| PRSUs (Cash Flow) | 12/10/2024 | 135,000 target; MV $217,350 at 12/31/24 | 25% upon Q2’25 cash flow breakeven; 50% upon Q3’25 breakeven; 25% upon Q4’25 breakeven; service through 12/31/25 |
| FY2025 RSUs/PRSUs | Feb 2025 (company-wide) | Mix: 75% RSUs; 25% PRSUs (0–150% payout) | PRSU vesting tied to cash balance growth targets for 12/31/25, 12/31/26, 12/31/27 |
| Equity Grant Accounting (Fair Value) | FY 2023 | FY 2024 |
|---|---|---|
| Restricted Stock Awards (grant-date fair value $) | 531,000 | 512,213 |
| Option Awards (grant-date fair value $) | — | — |
Equity Ownership & Alignment
| Ownership Item | As of Record Date | Detail |
|---|---|---|
| Beneficial Ownership (shares; %) | 269,293; <1% | Includes 267,293 common shares; excludes 257,512 unvested RSUs and 223,750 unvested PRSUs |
| Unvested Equity (breakdown) | Dec 31, 2024 | RSUs outstanding per grants above; PRSUs: 135,000 (cash flow) plus price-based grants; see table for MV |
| Options | — | No options disclosed for Macan |
| Ownership Guidelines | Adopted Nov 2024 | NEOs must hold lesser of 150,000 shares or number of shares equal to base salary; 5-year compliance window |
| Guideline Compliance Indicator | Shares owned: 269,293 | Exceeds 150,000-share guideline threshold |
| Hedging/Pledging Policy | Hedging, margin accounts prohibited | Company’s Code prohibits short sales, options, hedging, margin accounts |
Employment Terms
| Provision | Term |
|---|---|
| Employment basis | At-will (offer letter) |
| Severance (no change-in-control) | If termination without cause/good reason: 12 months salary continuation; 12 months benefits continuation |
| Change-in-Control (CIC) | If termination in connection with a CIC: 100% of target bonus for year of termination and accelerated vesting of outstanding equity awards (double-trigger construct) |
| Restrictive covenants | Non-compete, non-solicitation, IP assignment per agreements |
| Clawback policy | Adopted Dec 1, 2023; recoupment of incentive compensation upon accounting restatement arising from material noncompliance with financial reporting requirements |
Compensation Structure Analysis
- Mix shift to performance equity: Following a 68.45% Say-on-Pay approval in 2024, STIM introduced PRSUs tied to quarterly cash flow breakeven (Dec 2024 grants) and multi-year cash balance growth (Feb 2025 grants), increasing at-risk pay alignment with liquidity and profitability goals .
- Annual bonus rigor: FY2024 revenue threshold was not met (0% payout on revenue), and adjusted EBIT achieved a 77.5% payout; individual goals paid at 100%, evidencing metric-driven outcomes and limited discretion .
- Governance enhancements: Stock ownership guidelines implemented for NEOs in Nov 2024, plus a formal clawback policy (Dec 2023), strengthening pay-for-performance and recovery mechanisms .
Vesting Schedules and Potential Insider Selling Pressure
- Time-based RSUs: Multiple tranches vest annually across 2022–2024 grants on the first, second, and third anniversaries of original grant dates, creating recurring settlement events that may correlate with liquidity windows .
- Near-term PRSU event: A large PRSU (135,000 target shares) vests on 12/31/2025 subject to quarterly cash flow breakeven achievements; success could trigger meaningful share delivery and potential selling pressure around year-end 2025 and subsequent tax-related sales .
- FY2025 PRSUs: Cash balance growth PRSUs (0–150%) at year-end 2025–2027 add multi-year performance settlement cadence tied to liquidity metrics .
Say-on-Pay & Shareholder Feedback
| Item | Outcome/Response |
|---|---|
| 2024 Say-on-Pay approval | 68.45% of votes cast approved |
| Management response | Introduced PRSUs (cash flow breakeven and cash balance growth) to enhance performance alignment; enhanced disclosure |
| Frequency | Annual Say-on-Pay |
Compensation Peer Group & Committee Practices
- Consultant: Alpine Rewards, LLC retained annually since 2020 for executive and director compensation benchmarking; independent of management .
- Committee oversight: Compensation Committee establishes goals, approves executive pay (other than CEO recommendations reviewed by Board), evaluates risk, and administers equity plans .
Related Party Transactions and Red Flags
- No hedging policy in effect; margin accounts prohibited .
- Clawback policy in place since Dec 2023 .
- Family employment disclosures (CEO’s son; CFO’s daughter) reviewed and pre-approved by Audit Committee; not directly related to Macan .
- No pledging or tax gross-ups for Macan disclosed (CEO/CFO gross-ups disclosed separately) .
Investment Implications
- Alignment improving: Macan’s pay now includes PRSUs tied to cash flow breakeven and cash balance growth, directly linking equity outcomes to liquidity discipline—supportive of shareholder alignment in a deleveraging/cash-focused phase .
- Near-term vesting overhang: RSU anniversaries and the Dec 31, 2025 PRSU cliff could create episodic selling pressure; watch for pre-clearance/trading window constraints and potential net share withholding for taxes .
- Retention risk mitigated: Standard severance plus CIC double-trigger (bonus at 100% of target and equity acceleration upon qualifying termination) may stabilize leadership through integration and profitability targets; however, acceleration upon CIC elevates M&A optionality for management .
- Performance lens: Company revenue growth post-Greenbrook and guidance toward Q3 2025 cash flow breakeven tie directly to PRSU outcomes; underperformance would zero out PRSU payouts, materially lowering realized compensation—enhancing pay-for-performance discipline .