Mary Szela
About Mary Szela
Mary Szela, age 62, is Chief Executive Officer, President, and a Director of TriSalus Life Sciences (TLSI). She has led TriSalus since January 2018 (Legacy TriSalus) and continues as a Class III director with a term running to the 2026 annual meeting; she holds a B.S. in Nursing and an MBA from the University of Illinois at Chicago . Under her leadership, Q3 2024 revenue grew 42% year-over-year to $7.3M and 9M 2024 revenue grew 66% to $21.2M; the company guided to >50% sales growth, >20% OpEx reduction, positive full-year EBITDA, and positive H2 2025 cash flow for 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Abbott Laboratories | Progressive leadership roles culminating as SVP Global Strategic Market & Services; previously President U.S. Pharmaceuticals; VP U.S. Commercial Ops | 1987–2012 | Led large commercial P&Ls and global strategic markets in a blue-chip healthcare company |
| Melinta Therapeutics | Chief Executive Officer | 2013–2015 | Turnaround leadership at an antibiotics-focused biopharma |
| Novelion Therapeutics | Chief Executive Officer | 2016–2017 | Navigated regulatory/legal challenges to merger and expansion |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kura Oncology (public) | Director | Current | Public biotech directorship |
| Sail Biomedicines (private) | Director | Current | Private company board |
| Omega Therapeutics (public) | Director | 2019–2025 | Prior public board service |
| Prometheus Biosciences (public) | Director | 2021–2023 | Prior public board service |
| Alimera Sciences (public) | Director | 2018–2021 | Prior public board service |
| Coherus Biosciences (public) | Director | 2014–2021 | Prior public board service |
| Macrolide Pharmaceuticals (private) | Director | 2018–2019 | Prior private board service |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 518,077 | 601,398 |
| Target Bonus (% of salary) | 50% (per amended agreement; later raised) | 55% (Board-approved) |
| Actual Bonus Paid ($) | 340,819 | — (earned 50% but allocated to employees) |
| All Other Compensation ($) | 21,775 (401k/phone) | 22,646 (401k/phone) |
Notes:
- As of Dec 31, 2024, annual base salary was $600,000; target bonus 55% of salary .
- 2025 Salary Investment Program: portion of 2025 salary taken as RSUs vesting 12.5% grant date (Feb 2025), then 25% on May 15, Aug 15, Nov 15, 2025, and balance on Feb 13, 2026; accelerated pro rata vesting upon certain involuntary terminations or good reason resignations .
Performance Compensation
| Component | Metric/Goal | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| 2024 Annual Incentive | Corporate goals set by Board | — | 55% of salary target | 50% achievement determined; Ms. Szela allocated full amount to employees; company-settlement in fully vested RSUs for NEOs, not yet granted as of proxy filing | RSUs to be granted for 2024 bonus pool |
| PSUs (2/13/2024) | Revenue ≥$50M in any 12 consecutive months by 2/28/2027; Board/Comp Committee recognition by 12/31/2027 | — | 125,000 PSUs (grant-date FV; max FV $1,175,000) | Performance-based; unearned as of 12/31/2024 | Cliff vest upon metric achievement; continuous service through determination date required |
| RSUs (2/13/2024) | Time-based | — | 84,899 units | N/A | 25% annually from 2/13/2024 (4-year vest) |
| Options (2/13/2024) | Time-based | — | 278,112 + 10,638 options @ $9.40 | N/A | 25% after 1 year then monthly (1/48th) to 4 years; expiry 2/13/2034 |
Equity Ownership & Alignment
- Beneficial ownership (3/31/2025): 1,000,837 shares (3.0% of outstanding). Breakdown: 315,428 shares held directly; 685,409 options exercisable within 60 days .
- Shares outstanding reference: 32,272,462 common shares as of 3/31/2025 (Ownership Date) .
- Vested vs unvested (selected grants as of 12/31/2024):
- RSUs: 84,899 time-based (25% per year from 2/13/2024); 18,387 time-based RSUs from 2023 (25% per year from 10/5/2022) .
- PSUs: 125,000 performance-based tied to revenue milestone by 2/28/2027 .
- Options: multiple tranches including 278,112 (2/13/2024 @ $9.40), 57,500 and 111,758 (8/14/2023 @ $11.51), plus earlier legacy options; standard 4-year vesting (25% after 1 year, then monthly), expiries generally 10 years from grant .
- Hedging/pledging: Company policy prohibits hedging, margin purchases, and pledging of company stock by directors and officers, supporting alignment and limiting downside protection strategies .
- Ownership guidelines: The Compensation Committee has authority to establish and monitor stock ownership guidelines for executives and directors (policy-level governance) .
- Section 16 compliance: The company disclosed certain late filings for other insiders in 2024; Ms. Szela is not listed among those with delinquent reports .
Employment Terms
| Term | Key details |
|---|---|
| Employment status | At-will; amended & restated agreement; base salary increased to $600,000; target bonus 55% of salary |
| Severance (without cause or good reason) | 12 months base salary continuation (for CEO and other NEOs), plus pro rata annual bonus only if termination in Q4 and company achieves financial objectives for that year; release required |
| Change-in-control (double-trigger within 1 year) | Lump sum: 12 months base salary + target annual bonus for year of termination + one year of medical/dental/vision benefits at active-employee levels; full vesting of all outstanding time-based stock options and other time-based equity; release required |
| Clawback | Compensation Committee empowered to approve/modify clawback policies to recoup improper compensation |
| 2025 salary-for-equity election | RSUs vesting on grant date (12.5%) and quarterly in 2025 with final tranche 2/13/2026; certain accelerated vesting on qualifying terminations |
Board Governance
- Role and independence: Szela serves as CEO and Director (Class III), with no committee assignments. The Board is chaired by an independent, non-executive Chair (Mats Wahlström), explicitly separating Chair and CEO to reinforce independent oversight .
- Board independence: Majority of directors determined independent under Nasdaq rules; named independent directors include Wahlström, Matlin, Desai, Hicks, Valle, Gordon (and von Eschenbach prior to term end) .
- Committees (selected):
- Audit: Independent chair (David Matlin) and members; financial expert designation for chair .
- Compensation: Independent members; scope includes executive pay, severance/CIC protections, clawback policy, stock ownership guidelines .
- Meetings/attendance: In 2024, Board met 7 times; Audit 5; Compensation 5; Nominating/Governance 4; Science & Technology 5; no director attended fewer than 75% of aggregate Board and committee meetings .
- Director compensation: Employee directors (including Szela) receive no additional pay for Board service; non-employee director cash retainers and option grants governed by policy; 2024 director fees and option awards disclosed .
Performance & Track Record
| Metric | Q3 2023 | Q3 2024 | 9M 2023 | 9M 2024 |
|---|---|---|---|---|
| Revenue ($M) | 5.2 | 7.3 | 12.8 | 21.2 |
| YoY growth | — | 42% | — | 66% |
| Gross margin | 89% | 86% | 84% | 86% |
| Operating loss ($M) | (18.6) | (8.7) | (40.2) | (28.6) |
| Net loss to common ($M) | (1.4) | (2.4) | (23.7) | (19.9) |
| All data per the company’s Q3 2024 8-K/press release . |
- 2025 outlook (initiated): >50% revenue growth; >20% decline in OpEx; positive full-year EBITDA; positive cash flow in H2 2025 .
- Capital/liquidity context: Cash and equivalents $11.3M at 9/30/2024; expects OrbiMed facility availability ($25M) and operations to fund runway through 2025; aims for EBITDA positivity in 2025 and H2 positive cash flow .
Board Service, Roles, and Dual-Role Implications
- Board service history: Szela has served as a director since 2018 (Legacy TriSalus; current TriSalus since 2023 reclassification), Class III director through 2026; no committee memberships .
- Dual role: CEO + Director; mitigated by independent, non-executive Chair and a majority independent board, supporting oversight and independence .
Compensation Structure Analysis
- Mix shift and risk: 2024 saw significant equity-based incentives (RSUs, options, PSUs) aligned to long-term performance and retention; 2024 bonus for NEOs paid in fully vested RSUs (not yet granted at proxy filing), enhancing equity exposure; notably, Szela allocated her earned 2024 incentive to employees, signaling internal alignment .
- Performance metrics: Introduction of PSUs tied to a concrete revenue milestone ($50M in any 12 consecutive months by 2/28/2027) increases line-of-sight pay-performance linkage .
- Governance controls: Prohibition on hedging/pledging; independent Compensation Committee with remit for clawbacks, stock ownership guidelines, and D&O insurance oversight .
- EGC status: Exempt from say‑on‑pay; investors should rely on disclosed structures, outcomes, and board independence/committee oversight for governance comfort .
Vesting Schedules and Potential Selling Pressure
| Grant | Type | Amount | Price | Vest/Cliff | Expiration | Notes |
|---|---|---|---|---|---|---|
| 2/13/2024 | Options | 278,112 | $9.40 | 25% at 1 year; monthly thereafter | 2/13/2034 | Standard 4-year vest |
| 2/13/2024 | Options | 10,638 | $9.40 | Same as above | 2/13/2034 | |
| 2/13/2024 | RSUs | 84,899 | — | 25% annually from 2/13/2024 | — | Time-based |
| 2/13/2024 | PSUs | 125,000 | — | Performance: $50M revenue in 12 months by 2/28/2027 | — | Cliff on certification; service condition |
| 2025 Salary RSUs | RSUs | Not specified | — | 12.5% grant; 25% on 5/15, 8/15, 11/15/2025; balance 2/13/2026 | — | Potential quarterly release cadence in 2025 |
| 8/14/2023 | Options | 57,500 | $11.51 | 25% at 1 year; monthly thereafter | 8/13/2033 | |
| 8/14/2023 | Options | 111,758 | $11.51 | Same as above | 8/13/2033 | |
| 5/19/2023 | RSUs | 18,387 | — | 25% annually from 10/5/2022 | — |
Implications:
- 2025 has identifiable quarterly RSU vest events from salary conversion (May 15, Aug 15, Nov 15), and annual RSU vest dates in February—potential windows for 10b5‑1 activity or sales post-release .
Employment Terms (Severance/CIC Economics)
| Scenario | Economics |
|---|---|
| Termination without cause / good reason | 12 months base salary continuation; Q4 pro rata bonus only if company achieves objectives; release required |
| Change-in-control + termination within 1 year | Lump sum 12 months base + target bonus + 1 year medical/dental/vision; full vesting of time-based equity; release required (double trigger) |
Say‑on‑Pay & Shareholder Feedback
- TriSalus is an Emerging Growth Company and is exempt from holding say‑on‑pay votes; CEO-to-median pay ratio disclosure is also not required under the exemption .
Director Compensation (as it relates to dual roles)
- Employee directors do not receive additional pay for board service (Szela did not receive director compensation in 2024). Non-employee director pay consists of cash retainers (e.g., $50,000 board member; chair and committee retainers) and annual option grants per policy .
Risk Indicators & Red Flags (context for retention/execution)
- Liquidity and financing: As of 9/30/2024, cash was $11.3M; management expects OrbiMed facility availability and operations to fund through 2025, targeting EBITDA positivity and H2 positive cash flow—execution risk remains around guidance attainment and financing covenants .
- Governance: Hedging/pledging prohibited; Board majority independent with independent Chair; Compensation Committee independence and clawback authority mitigate governance risk .
Investment Implications
- Pay-for-performance alignment: The addition of revenue-linked PSUs and the decision to settle 2024 bonuses in equity (and Szela’s allocation of her earned award to employees) indicate tightening alignment to growth and cash flow ambitions outlined for 2025 .
- Trading signals: 2025 RSU salary-conversion vest dates (May 15/Aug 15/Nov 15) and annual vest dates (February anniversaries) are potential periods of incremental insider selling pressure, subject to 10b5‑1 plans and blackout policies .
- Retention/transition risk: Severance is 1x salary (no bonus multiple) outside of CIC; CIC protection is double-trigger with 1x salary+target bonus and full vest of time-based equity—moderate protection that balances retention with shareholder interests .
- Governance quality: Independent Chair and majority-independent board mitigate dual-role concerns; hedging/pledging prohibitions enhance alignment .
- Execution bar: Management’s 2025 guidance (>50% revenue growth, positive EBITDA and H2 cash flow) raises the performance hurdle; monitor quarterly revenue trajectory and OpEx discipline versus guidance to assess PSU probability and compensation outcomes .