Roberto Cuca
About Roberto Cuca
Roberto Cuca, 57, is TELA BIO’s Chief Operating Officer and Chief Financial Officer, serving since September 2021; he holds an A.B. (Princeton), MBA (Wharton), J.D. (Cornell), and is a CFA Charterholder . During his tenure, TELA reported $58.5M in 2023 revenue (+41% YoY) and $69.3M in 2024 revenue (+19% YoY) ; cumulative TSR measured from a fixed $100 at 12/31/2022 was $57.57 for 2023 and $26.26 for 2024, with net income of $(46.7)M (2023) and $(37.8)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OraSure Technologies, Inc. | Senior Advisor | May–June 2018 | Advisory support prior to CFO appointment . |
| OraSure Technologies, Inc. | Chief Financial Officer | June 2018–Sept 2021 | Led finance and IR, supported corporate strategy execution . |
| Trevena, Inc. | SVP & Chief Financial Officer | Sept 2013–May 2018 | Led finance/IR; worked with management on overall corporate strategy . |
| Endo Health Solutions Inc. | Treasurer; SVP Finance (various finance leadership roles) | Not disclosed | Responsible for capital raises, cash management, M&A/licensing, tax planning/compliance, risk management . |
| moksha8 Pharmaceuticals, Inc. | Director, Corporate & Business Development | Not disclosed | Corporate/business development in emerging markets . |
| J.P. Morgan Chase & Co. | Equity Analyst (U.S. pharma coverage) | Not disclosed | Sell-side equity research on U.S. pharma . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| (Biography does not list current public company board roles) | — | — | No public company directorships mentioned in proxy biography . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 452,375 | 468,579 |
| Target Bonus (% of Base) | 50% | 50% |
| Actual Annual Cash Bonus ($) | 219,402 | 196,800 |
| All Other Compensation ($) | 3,000 (401(k) match) | 3,000 (401(k) match) |
| Total Compensation ($) | 1,060,161 | 1,081,307 |
| Base Salary Rate (Start of Year) | $455,300 (effective Mar 1, 2023) | $471,235 (effective Mar 1, 2024) |
Performance Compensation
Annual Bonus Outcomes and Metrics
| Year | Target Bonus (%) | Corporate Metrics (examples) | Corporate Achievement | Individual Achievement | Payout vs Target | Cash Paid ($) |
|---|---|---|---|---|---|---|
| 2023 | 50% | Revenue/sales, cost control, clinical enrollment, surgeon education, conversion across portfolio | 97% | 100% (Cuca) | 100% | 219,402 |
| 2024 | 50% | Revenue/sales, OpEx control, manufacturing capability, education programs, capital/liquidity communications | Not disclosed | Not disclosed | 84% (all NEOs) | 196,800 |
Long-Term Equity Incentives (Selected 2024 Grants and Vesting Terms)
- Options generally vest 25% on first anniversary, then 75% in equal monthly installments over the next 36 months; pre-11/7/2019 grants are fully accelerated on change of control, subject to service through transaction date .
- RSUs generally vest in four equal annual installments; double-trigger acceleration (termination without cause/for good reason within 12 months post-change of control) under employment agreements .
- PSUs granted in 2023 vest upon annual revenue and gross margin goals by the earlier of 12/31/2026 or closing of a change in control; PSUs vest at target upon change in control .
| Grant Type & Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | PSU Unvested (Threshold Value) |
|---|---|---|---|---|---|---|
| Stock Options (9/27/2021) | 117,000 | 27,000 | 13.31 | 9/27/2031 | — | — |
| Stock Options (2/23/2022) | 18,841 | 7,759 | 11.75 | 2/23/2032 | 7,750 | — |
| Stock Options (2/23/2023) | 12,695 | 15,005 | 10.50 | 2/23/2033 | 13,275 | — |
| Stock Options (2/23/2024) | — | 42,700 | 7.07 | 2/23/2034 | 29,200 | — |
| RSU (3/2/2023) | — | — | — | — | 24,764 | $74,787 (threshold) |
Equity Ownership & Alignment
| Metric | Apr 8, 2024 | Apr 1, 2025 |
|---|---|---|
| Direct/Common Shares Owned | 39,640 | 114,450 |
| Options Exercisable within 60 Days | 119,618 | 182,536 |
| Total Beneficial Ownership (SEC definition) | 159,258 | 296,986 |
| Ownership % of Outstanding | <1% | <1% |
- No pledging/hedging: Executives are prohibited from pledging TELA stock, short sales, margin accounts, and derivative hedging (e.g., collars, forwards) under the Insider Trading Policy .
- Clawback: Company will recover excess incentive compensation from current/former executive officers for any restatement due to material noncompliance, covering three years prior to restatement, per Dodd-Frank and Nasdaq rules .
- Insider participation: Cuca purchased 64,444 shares in the October 2024 underwritten offering for $144,999, increasing alignment with shareholders .
Employment Terms
| Term | Key Provisions |
|---|---|
| Start Date | CFO & COO since September 2021 . |
| Base Salary & Target Bonus | Base salary rate $471,235 effective Mar 1, 2024; 50% target bonus . |
| Severance (No Change in Control) | 9 months’ base salary continuation; 9 months health/dental/vision; accrued salary and prior-year bonus (subject to release and covenants) . |
| Severance (Change in Control, Double Trigger) | 12 months’ base salary continuation; 12 months benefits; payment equal to 100% of then-current target bonus over 12 months; pro-rated current-year bonus based on actual performance; equity acceleration of service-vesting conditions (performance conditions remain eligible over period) . |
| Definitions | “Cause,” “Good Reason,” and “Change of Control” defined with specifics including relocation >50 miles post-CIC and 50% voting power tests . |
Compensation Structure Analysis
- Mix and trajectory: 2024 cash compensation modestly up YoY (+$16K salary), but lower annual bonus payout vs 2023 (84% vs 100% of target), indicating responsiveness to corporate performance .
- Equity emphasis: Regular annual equity grants (options/RSUs) plus 2023 PSUs tied to revenue/gross margin; double-trigger acceleration provides retention protection with performance conditions preserved post-CIC .
- Governance safeguards: Strict anti-pledging/hedging and clawback policy mitigate misalignment and misconduct risks .
Say‑on‑Pay & Shareholder Feedback
| Item (May 28, 2025) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Say‑on‑Pay (NEO Compensation) | 23,027,238 | 6,261,710 | 2,014 | 4,622,786 |
| Say‑on‑Frequency | 1 Year: 26,943,850; 2 Years: 13,012; 3 Years: 31,260; Abstentions: 2,302,840; Broker Non‑Votes: 4,622,786 |
Risk Indicators & Red Flags
- Dilution capacity: Shareholders approved a 3,500,000 increase to authorized shares under the A&R 2019 Plan and removal of the evergreen, expanding future award capacity; monitoring grant cadence/dilution is prudent .
- No pledging/hedging; clawback in place: Reduces hedging/pledging risk; enhances recovery of mis-awarded incentive comp .
- Legal/controversies: No executive-specific legal proceedings disclosed in provided filings; continue to monitor 8‑Ks and proxies for updates .
Investment Implications
- Pay-for-performance alignment: Lower 2024 bonus payout (84% of target) against corporate goals and continued use of PSUs tied to revenue/gross margin suggest a credible performance linkage, while double-trigger CIC protection balances retention with accountability .
- Ownership alignment: Cuca increased his direct share ownership via the Oct 2024 offering; anti-pledging/hedging and clawback policies further support alignment and mitigate agency risks .
- Retention risk: Severance terms (9–12 months + bonus/benefits) and equity acceleration under CIC reduce near-term attrition risk for a dual-role CFO/COO; however, expanded equity plan capacity warrants ongoing dilution monitoring .
- Performance backdrop: Strong revenue growth (2023–2024) but persistent net losses and declining TSR in 2024 underscore execution demands; compensation outcomes reflected this moderation in payouts .