Sean E. Browne
About Sean E. Browne
President & CEO of Xtant Medical since October 2019 and director since October 2019; age 59; MBA, Kellogg School of Management (Northwestern), BS in Finance with minor in Statistics (Boston University) . 2024 pay-versus-performance shows compensation actually paid of $151,240; TSR from an initial $100 ended at $78.57; net loss was $16.449 million (thousands) . Say‑on‑pay support in 2024 was over 98% . Board leadership is separated (Chair: Stavros G. Vizirgianakis; CEO: Browne); five of six directors are independent; Browne is management (non‑independent) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xtant Medical Holdings | President & CEO; Director | Oct 2019–Present | Led orthobiologics and spinal fixation portfolio growth; oversight of acquisitions and licensing |
| CCS Medical, Inc. | Chief Revenue Officer | Sep 2014–Jun 2019 | Drove home-delivery medical supplies revenue |
| The Kini Group | Chief Operating Officer | Mar 2013–Aug 2014 | Led cloud analytics and advisory operations |
| Neuro Resource Group | President & CEO; Director | Nov 2007–Mar 2016 | Venture medtech company sold to strategic buyer |
| Integra LifeSciences (Miltex Division) | President, Miltex Surgical Instrument Division | Prior role (year not specified) | Division leadership post-acquisition of Miltex |
| Esurg.com | Vice President, Sales & Marketing | Prior role | E‑commerce for physician/ASC markets |
| McKesson Corporation | Senior Vice President, Health Systems Division | Prior role | Senior commercial leadership in health systems |
| Baxter Healthcare | Various roles with increasing responsibility | Prior role | Early operating/commercial experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (paid) | $600,000 | $617,539 |
| Base Salary Rate (per employment agreement) | — | Increased to $624,000 (Feb 2024) |
| Target Bonus % of Salary | 100% | 100% |
| Actual Annual Bonus Paid | $0 | $0 |
| All Other Compensation | $29,273 | $37,065 |
Performance Compensation
Short-term incentive plan had pre-set corporate objectives but paid no bonuses for 2024; long-term incentives were 50% DSUs and 50% PSUs, with PSUs tied to relative TSR over 2024–2026 and capped at 200% (100% cap if absolute TSR is negative) .
Annual STI Plan (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Total Revenue | 60% | Not disclosed | Not disclosed | $0 | Discretionary determination: no bonuses |
| Gross Margin | 5% | Not disclosed | Not disclosed | $0 | — |
| Adjusted EBITDA | 35% | Not disclosed | Not disclosed | $0 | — |
Long-Term Incentives (2024 grants and structure)
| Award Type | Grant Detail | Vesting / Performance | 2024 Grant Values (SCT) |
|---|---|---|---|
| DSUs | Annual DSUs; pro-rata “catch up” to address 2023 below-market grants | Time-based, annual over 4 years | $717,000 DSU FV within Stock Awards total |
| PSUs | TSR vs custom peer group (2024–2026), capped at 200%; cap at 100% if 3‑yr TSR negative | 3-year performance; early vest only on specific CoC/termination conditions | $1,090,132 maximum FV; target included within $1,807,132 stock awards |
Multi‑Year CEO Compensation (Summary Compensation Table)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $600,000 | $617,539 |
| Bonus | $0 | $0 |
| Stock Awards (RSUs/DSUs/PSUs) | $209,059 | $1,807,132 |
| Option Awards | $209,266 | $0 |
| Non-Equity Incentive Comp | $664,560 | $0 |
| All Other Compensation | $29,273 | $37,065 |
| Total | $1,712,158 | $2,461,736 |
Equity Ownership & Alignment
| Item (as of Sept 9, 2025) | Amount |
|---|---|
| Total Beneficial Ownership | 3,444,034 shares; 2.4% of class |
| Shares Outstanding (denominator) | 140,000,485 shares |
| Exercisable Options (within 60 days) | 1,899,529 |
| DSUs/RSUs (within 60 days) | 182,908 |
| Anti‑Hedging / Anti‑Pledging Policy | Hedging prohibited; Section 16 insiders prohibited from pledging; quarterly/special blackouts and pre‑clearance required |
Outstanding Equity Awards (CEO) at FY 2024 Year‑End
| Grant Type | Grant Date | Unvested Units | Market Value | Option Exercise Price | Option Expiration |
|---|---|---|---|---|---|
| PSUs | 04/03/2024 | 365,816 | $160,959 (at $0.44) | — | — |
| RSUs | 08/15/2023 | 130,662 | $57,491 (at $0.44) | — | — |
| DSUs | 04/03/2024 | 731,632 | $321,918 (at $0.44) | — | — |
| Stock Options | 10/15/2019 | — | — | $2.70 | 10/15/2029 |
| Stock Options | 11/15/2020 | — | — | $1.26 | 11/15/2030 |
| Stock Options | 08/15/2023 | 139,736 unexercisable; 63,516 exercisable | — | $1.20 | 08/15/2033 |
Notes: Option vesting: 25% at year 1, remaining 75% in 12 quarterly installments; all values reflect closing price $0.44 on 12/31/2024; DSUs/RSUs time-based; PSUs vest on TSR goals .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start; Role | CEO since Oct 2019; director since Oct 2019 |
| Base Salary & Target Bonus | Base increased to $624,000 (Feb 2024); target bonus 100% of base |
| Severance (no CoC) | 12 months base salary; up to 12 months COBRA; prorated unpaid bonus if earned |
| Change-in-Control (CoC) | If terminated without cause or for good reason in connection with/within 12 months: lump sum 1.5x (base + target bonus); up to 18 months COBRA |
| Equity Treatment on CoC | Double-trigger: if assumed and terminated within 1 year, options become exercisable; RSUs/DSUs/PSUs fully vest; if not assumed, awards vest or are cashed out per transaction value |
| Restrictive Covenants | Standard confidentiality, non‑competition, non‑solicitation; IP assignment |
| Clawback Policy | Mandatory clawback effective Oct 1, 2023 (SEC/NYSE rules) |
Board Governance
- Board structure: six directors; Chair: Stavros G. Vizirgianakis; CEO: Sean E. Browne; five directors are independent per NYSE American; Browne is management .
- Board committees (as of Sept 9, 2025): Audit — Chair: John K. Bakewell; members: Jonn R. Beeson, Tyler P. Lipschultz. Compensation — Chair: Jonn R. Beeson; members: Abhinav Jain, Tyler P. Lipschultz. Nominating & Corporate Governance — Chair: Stavros G. Vizirgianakis; members: John K. Bakewell, Abhinav Jain .
- Board meetings: 17 in 2024; all directors attended at least 75% of meetings/committees .
- Director compensation: Browne does not receive separate director compensation; non‑employee director retainers/RSU/DSU program disclosed separately .
Director Compensation (for Browne’s board role)
- No separate compensation for service as director (compensated as CEO only) .
Compensation & Incentives Details
- Peer benchmarking: 2024 executive compensation targeted to 50th percentile of a medtech peer group (e.g., Anika Therapeutics, AxoGen, Iradimed, OrthoPediatrics, SI‑BONE, Silk Road Medical, Treace Medical Concepts, Zynex, etc.) .
- Consultant: Mercer (US) Inc. engaged; provided exec/director comp analysis; no other services to the company .
- Plan governance: 2023 Equity Plan prohibits option/SAR repricing without stockholder approval; includes clawback provisions; director compensation limits ($400k; $600k for Chair/Lead Independent or initial year) .
- Say‑on‑pay: Over 98% approval at 2024 annual meeting; company recommends annual frequency .
Performance & Track Record
- Strategic transactions under Browne’s tenure include: acquiring Coflex/CoFix (Feb 28, 2023), acquiring Surgalign’s hardware/biologics assets (Aug 10, 2023), acquiring nanOss production operations (Oct 23, 2023); licensing SimpliMax (Q4 2024) and manufacturing/license for SimpliGraft (Q1 2025), noting CMS reimbursement policy changes may reduce anticipated revenues .
- Pay vs. performance: PEO compensation actually paid tracked TSR and net income; FY 2024 CAP $151,240; TSR value $78.57; net loss $16.449 million (thousands); FY 2023 CAP $2,367,852; TSR value $201.78; net income $660 thousand .
Vesting Schedules & Insider Trading Controls
- DSUs/RSUs: annual vesting over 4 years; PSUs vest solely based on three‑year TSR goal; options standard 4‑year vest (25% at 1‑year, then quarterly) .
- Insider trading policy: quarterly/special blackouts; mandatory pre‑clearance; hedging and pledging prohibited for Section 16 insiders; limit orders discouraged; Rule 10b5‑1 plans allowed with cooling-off and good faith requirements .
Compensation Structure Analysis
- Shift to equity: 2024 LTI comprised of DSUs/PSUs; no option grants in 2024, indicating move away from options to time‑based/performance stock .
- STI rigor: Despite defined revenue/gross margin/adjusted EBITDA targets, Compensation Committee paid no annual bonuses for 2024 .
- Governance safeguards: clawback policy; anti‑repricing; anti‑hedging/pledging; double‑trigger CoC equity acceleration .
Risk Indicators & Red Flags
- CMS reimbursement risk for amniotic products (SimpliMax/SimpliGraft) potentially reducing licensing/manufacturing revenues in 2025 .
- Concentrated ownership/influence: 2025 appointments of Abhinav Jain and Tyler P. Lipschultz at request of Nantahala (49.1% holder), reflecting major shareholder influence over board composition .
- Liquidity and leverage: Company disclosed net loss in 2024 and ongoing debt covenants/credit facility risks (contextual to company performance, though not CEO-specific) .
Employment Contracts, Severance & Change-of-Control Economics
| Provision | CEO (Browne) |
|---|---|
| Standard Severance (no CoC) | 12 months base; up to 12 months COBRA; prorated bonus if earned |
| CoC Severance | 1.5x base + target bonus lump sum; up to 18 months COBRA (double trigger) |
| Equity on CoC | If assumed and terminated within 1 year: options exercisable; RSUs/DSUs/PSUs vest; if not assumed: awards vest/cash-out per transaction value |
| Contract Amendments | Nov 7, 2024 amendment refined CoC/termination definitions |
Investment Implications
- Alignment: Significant equity exposure via DSUs/PSUs and 1.9 million options exercisable within 60 days supports alignment; anti‑hedging/pledging and clawbacks mitigate misalignment risk .
- Pay‑for‑performance: No 2024 STI payout despite defined metrics; PSUs tied to relative TSR cap (max 200%, capped at 100% if negative TSR) reinforces performance linkage .
- Governance: CEO is a director but not Chair; independent committee chairs; Mercer engaged; strong plan guardrails (no repricing; clawbacks), though major shareholder influence on board composition persists .
- Watch items: CMS reimbursement overhang on amnio licensing/manufacturing; execution on growth initiatives and debt covenants; continued say‑on‑pay support (98%) suggests investor acceptance of structure despite 2024 losses .
Citations: Proxy DEF 14A dated Sept 15, 2025 and 10-K FY2024 dated Mar 6, 2025. All numerical and qualitative claims above reference specific document chunks as shown.