Gaetano M. Guglielmino
About Gaetano M. Guglielmino
Chief Commercial Officer at Treace Medical Concepts (TMCI) since December 2024; age 55; BS in Business & Entrepreneurship and MBA from Rochester Institute of Technology . Company performance context: 2024 revenue was $209.4M (+12% YoY); Adjusted EBITDA improved to a loss of ($11.0M) vs ($24.4M) in 2023, with Q4 2024 Adjusted EBITDA of $11.1M (company’s most profitable quarter) . TSR context used in executive pay metrics shows a $100 investment value of $39.91 at 2024 year-end (company methodology; peer group $76.22) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Enovis Corporation | President, Recovery Sciences | Jan 2023–Dec 2024 | Senior P&L leadership in medtech recovery segment |
| Enovis Corporation | VP Global Marketing, Bracing & Supports | Mar 2021–Jan 2023 | Led global marketing for bracing/supports portfolio |
| Wright Medical Group Inc. (acquired by Stryker in Nov 2020) | VP Global Marketing & Medical Education, Lower Extremities | Apr 2017–Mar 2021 | Directed lower extremity marketing and medical education |
| Bausch + Lomb | VP Marketing, US Vision Care (progressive roles culminating) | 2012–2017 | Led US vision care marketing |
External Roles
No public company board or external governance roles disclosed. (Skip – not disclosed)
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | $440,000 | Annual rate set at hire; prorated in 2024 |
| Target bonus % | 50% of salary | Did not participate in 2024 annual bonus plan |
| Actual bonus paid | $0 (ineligible for 2024 plan) | Joined Dec 2024 |
| Signing bonus (cash) | $100,000 | Paid at start date (Dec 1, 2024) |
| All other compensation | $70 (life insurance) | Standard benefit |
Performance Compensation
Equity awards and structure
| Award type | Grant date | Shares | Grant-date fair value ($) | Vesting | Performance metric linkage |
|---|---|---|---|---|---|
| Initial RSUs | 12/1/2024 | 330,000 | $2,811,600 | 25% annually on each Dec 1 from 2025–2028 | Time-based RSUs (no metric) |
| Sign-on RSUs | 12/1/2024 | 33,000 | $281,160 | 25% annually on each Dec 1 from 2025–2028 | Time-based RSUs (no metric) |
| Options | — | — | — | None awarded in 2024 | — |
Total 2024 stock awards reported: $3,092,760 (sum of RSU grant fair values) .
Annual incentive plan linkage (2025 plan design)
- Metrics and weights: Revenue (60%), Adjusted EBITDA before bonus (40%) .
- Targets and 2025 actuals: Not disclosed. (Skip)
PSU program
- No PSUs disclosed for Guglielmino in 2024; NEO PSU framework exists for other officers (relative TSR vs S&P Health Care Equipment Select Index) . (Skip for Guglielmino)
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (record date Mar 24/Mar 2025) | Listed “—” (less than 1%); not shown as owning common outright at record date |
| Unvested RSUs outstanding at 12/31/2024 | 330,000 and 33,000 RSUs |
| Options (exercisable/unexercisable) | None disclosed |
| Pledging/hedging | Prohibited for directors/officers under insider trading compliance policy |
| Stock ownership guidelines (adopted Feb 19, 2025) | Executive officers: 1× salary; compliance by Dec 31, 2030 or five years in role |
Upcoming vesting schedule (potential supply)
| Date | Sign-on RSUs | Initial RSUs | Total shares vesting |
|---|---|---|---|
| Dec 1, 2025 | 8,250 | 82,500 | 90,750 |
| Dec 1, 2026 | 8,250 | 82,500 | 90,750 |
| Dec 1, 2027 | 8,250 | 82,500 | 90,750 |
| Dec 1, 2028 | 8,250 | 82,500 | 90,750 |
Note: Actual net shares delivered depend on tax withholding and any elective sell-to-cover; trading windows apply per policy .
Employment Terms
| Term | Provision |
|---|---|
| Start date | December 1, 2024 (Chief Commercial Officer) |
| Annual bonus eligibility | 50% of salary target beginning 2025; not eligible in 2024 |
| Relocation benefits | Up to $3,000/mo housing (≤12 months), two monthly round trips (Dallas–Ponte Vedra), up to $100,000 relocation reimbursement, $15,000 misc allowance, tax gross-up on relocation benefits |
| Change-in-control (CoC) severance | Double-trigger: within 3 months before/18 months after CoC—12 months salary, 100% target bonus; COBRA 18 months; acceleration of unvested time-based equity; Section 280G excise tax gross-up provided |
| Severance outside CoC | 12 months salary; pro-rated target bonus; COBRA 12 months; up to $10,000 outplacement |
| Clawback policy | Recoup incentive-based comp after restatements (NASDAQ/Exchange Act Section 10D-compliant) |
Potential payments (illustrative, assuming event on 12/31/2024)
| Trigger | Cash severance | Accelerated equity value | COBRA | Outplacement | Total |
|---|---|---|---|---|---|
| Termination without cause / good reason | $330,000 | — | $16,967 | $10,000 | $356,967 |
| Termination without cause / good reason within CoC window | $440,000 | $2,700,720 | $33,933 | $10,000 | $3,184,653 |
Notes: Equity value based on $7.44 share price assumption and target-level PSU treatment per company methodology; 280G tax gross-up available but not quantified .
Performance & Track Record
- Commercial context and execution risk: Company revised 2025 revenue guidance to $211–$213M (+1–2% YoY) and expects Adjusted EBITDA loss of $6.5–$7.5M; headwinds include surgeon/patient preference shifts to MIS osteotomy, competition, and softer consumer sentiment impacting elective bunion procedures .
- As CCO, responsibility spans commercial execution across newly launched MIS systems (Nanoplasty, Percuplasty) and SpeedMTP; portfolio expansion cited in 2025 Q3 communications .
Compensation Structure Analysis
- Mix shift to more certain equity: RSU-heavy package (330k initial + 33k sign-on) with no options for 2024 reduces performance leverage but increases retention value and potential selling supply at vest dates .
- 2025 annual bonus aligned to financials (Revenue/Adj EBITDA) likely tightens pay-for-performance linkage amid lowered guidance, increasing risk of below-target payouts if macro/product mix pressures persist .
- Tax gross-up provisions (relocation and 280G excise) are shareholder-unfriendly red flags that can inflate severance costs .
- Clawback, anti-hedging/anti-pledging, and ownership guidelines (1× salary by 2030) strengthen governance and alignment .
Investment Implications
- Near-term vesting cadence (Dec 1 annually through 2028) creates predictable potential supply from RSU settlements; monitor trading windows and Form 4s for sell-to-cover or discretionary sales around these dates .
- Pay-for-performance linkage via 2025 revenue/Adjusted EBITDA could suppress bonus payouts if Lapiplasty pressure and MIS transition slow topline recovery, heightening retention risk in commercial leadership; however, significant RSU overhang supports retention through 2028 .
- Change-in-control economics include acceleration and 280G gross-up; while protective for the executive, they elevate takeover costs and can dilute shareholder alignment optics .
- Governance mitigants (clawback, anti-pledging, ownership guidelines) reduce hedging/pledging risk and support long-term alignment; track compliance progression toward 1× salary ownership by 2030 .