Mark L. Hair
About Mark L. Hair
Mark L. Hair, age 55, is Chief Financial Officer of Treace Medical Concepts (TMCI), serving since September 2020; he holds a BS in Accounting and a Masters of Accountancy from Brigham Young University . Under his tenure, TMCI delivered 2024 revenue of $209.4 million (+12% YoY) and improved Adjusted EBITDA to a loss of ($11.0) million, with the company’s most profitable quarter in Q4 2024 at $11.1 million Adjusted EBITDA . Pay-versus-performance data show TMCI’s 2024 TSR value of an initial $100 investment at $39.91, with net loss of ($56) million, providing context for incentive outcomes and equity realizability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Restoration Robotics, Inc. | Chief Financial Officer | 2018–2020 | Led finance at a medical device company |
| ZELTIQ Aesthetics, Inc. | VP & Chief Accounting Officer | 2016–2017 | Role through acquisition by Allergan in April 2017 |
| Thoratec Corporation | VP & Corporate Controller | 2014–2016 | Role through acquisition by St. Jude Medical in Oct 2015 |
| Diamond Foods, Inc. | SVP Finance & Corporate Controller | Not disclosed | Senior finance leadership |
| StoneTurn Group, LLP | Various positions | Not disclosed | Advisory/consulting experience |
| Deloitte, LLP | Various positions | Not disclosed | Audit background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in TMCI proxy |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 404,109 | 457,973 | 490,082 |
| Target Bonus % | Not disclosed | Not disclosed | 50% |
| Target Bonus ($) | — | — | 247,500 |
| Actual Bonus Paid ($) | 213,500 | 130,500 | 30,557 |
Performance Compensation
2024 Annual Cash Incentive Plan – Metrics and Outcomes
| Metric | Weight | Threshold (50% payout) | Target (100%) | Maximum (150%) | 2024 Results | Achievement (% of Target) | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue Growth | 70% | 12.4% | 24.9% | 37.4% | 11.9% | Below threshold | 0% |
| Adjusted EBITDA (before bonus) ($000s) | 15% | (7,380) | 1,037 | 9,453 | (7,689) | Below threshold | 0% |
| Increase in Active Surgeon Count | 15% | 2.5% | 13.8% | 25.2% | 9.8% | 96.5% | 12.3% |
| Final Payout | — | — | — | — | — | — | 12.3% |
• 2025 plan adjustment: metrics streamlined to Revenue (60%) and Adjusted EBITDA (40%) .
2024 Long-Term Incentive Awards (granted Jan 10, 2024 unless noted)
| Grant Date | Instrument | Shares/Units | Exercise Price | Vesting Schedule | Target Grant Value ($) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 1/10/2024 | Stock Options | 104,600 | $13.46 | 25% annually over 4 years | Included in $2,500,000 total | 625,822 |
| 1/10/2024 | RSUs | 92,875 | — | 25% annually over 4 years | Included in $2,500,000 total | 1,250,098 |
| 1/10/2024 | PSUs (Relative TSR) | 46,450 | — | 3-year performance; interim year 1/2 earning caps; 0% earned in year 1 | Included in $2,500,000 total | 877,441 |
| 8/9/2024 | Retention RSUs | 207,260 | — | Vest 33% annually over 3 years | 1,200,000 | 1,200,035 |
• PSU performance schedule: 25th/50th/75th percentile relative TSR vs S&P Health Care Equipment Select Index funds 50%/100%/200% of target; year-1 TMCI relative TSR <25th percentile so no interim earn .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 837,336 shares; 1.33% of outstanding (62,385,101 shares) |
| Direct shares | 50,861 |
| Options exercisable within 60 days (included in beneficial ownership) | 786,475 |
| Unvested RSUs (12/31/2024) | 5,974 (3/8/2022); 34,368 (3/10/2023); 92,875 (1/10/2024); 207,260 (8/9/2024) |
| Unvested PSUs (12/31/2024) | 60,050 (7/24/2023); 46,450 (1/10/2024) |
| Options outstanding (exercise prices) | Multiple grants at $5.84, $7.03, $17.00, $19.15, $24.07 ; only options below $7.44 (year-end price) are in-the-money for Mark |
| Stock ownership guidelines | Other executive officers: 1x salary; compliance by Dec 31, 2030 or within 5 years of appointment; time-based RSUs count, options do not |
| Hedging/pledging | Company policy prohibits hedging and pledging (including margin accounts) |
Employment Terms
| Provision | Outside Change-in-Control (CIC) | Within CIC Period (3 months before/18 months after) |
|---|---|---|
| Cash severance | 12 months salary; pro-rated target bonus; paid per payroll schedule | 12 months salary; 100% of target bonus lump sum |
| COBRA benefits | 12 months | 18 months |
| Equity acceleration | No acceleration unless specified in award; standard treatment applies | Accelerated vesting of unvested time-based equity; PSUs convert to time-based RSUs based on deal price, then vest at end of original performance period; accelerate upon qualifying termination |
| Outplacement | Up to $10,000 | Up to $10,000 |
| 280G/4999 excise tax | Full tax gross-up (lump sum equal to excise tax plus taxes on the gross-up) |
Potential Payments (assumed 12/31/2024 termination):
- Termination without Cause/Good Reason (outside CIC): $787,078 total; includes $742,500 cash severance, $34,578 COBRA, $10,000 outplacement .
- Termination without Cause/Good Reason (within CIC period): $4,130,978 total; includes $742,500 cash severance, $3,326,611 equity value (assumes target PSU performance and acceleration), $51,867 COBRA, $10,000 outplacement .
Other governance:
- Clawback: Recoup incentive-based compensation erroneously received after Oct 2, 2023 for the prior 3 fiscal years; no fault required .
- Anti-hedging/anti-pledging: Prohibited for directors, executive officers, employees .
- Say-on-Pay 2024: 91.78% approval at 2024 Annual Meeting .
Investment Implications
- Pay-for-performance tightening: Low 2024 bonus payout (12.3% of target) consistent with revenue and EBITDA shortfalls; 2025 plan increases financial weighting to revenue (60%) and Adjusted EBITDA (40%), improving alignment with shareholder outcomes .
- Retention risk and equity realizability: August 2024 retention RSUs ($1.2M target) indicate perceived retention risk amidst transformation; many legacy options are underwater at 12/31/2024 price ($7.44), potentially limiting near-term exercise-related selling pressure, though some grants at $5.84/$7.03 remain in-the-money .
- Change-in-control economics: Double-trigger acceleration on time-based equity and PSU conversion/acceleration post-CIC can materially increase exit costs; presence of a full 280G tax gross-up is shareholder-unfriendly and elevates deal expense risk .
- Ownership alignment: Beneficial ownership of ~1.33% with time-based RSUs counting toward a 1x salary guideline by 2030 supports alignment; strict anti-hedging/pledging policy mitigates misalignment risks .
Appendix – Detailed 3-Year Compensation (Mark L. Hair)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 404,109 | 457,973 | 490,082 |
| Stock Awards ($) | 228,843 | 2,987,977 | 3,327,573 |
| Option Awards ($) | 680,527 | 1,098,837 | 625,822 |
| Non-Equity Incentive ($) | 213,500 | 130,500 | 30,557 |
| All Other Comp ($) | 10,991 | 11,222 | 11,268 (life insurance $837; 401(k) match $10,431) |
| Total ($) | 1,537,970 | 4,686,509 | 4,485,302 |