ORGANOGENESIS HOLDINGS INC CLASS A (ORGO)
Sector: Health Care
2026 Annual Meeting Analysis
ORGANOGENESIS HOLDINGS INC CLASS A · Meeting: June 15, 2026
Directors FOR
7
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Robert Ades is the son of founder-affiliated major stockholder Alan A. Ades and his biography shows a background in commercial real estate with no apparent healthcare, medical device, or life sciences experience relevant to Organogenesis; the familial connection to the controlling shareholder group and lack of relevant expertise both trigger a No vote under the policy.
The proxy explicitly discloses that Glenn H. Nussdorf attended fewer than 75% of the aggregate board and committee meetings during fiscal year 2025, which is a clear No-vote trigger under the policy regardless of other considerations.
For Analysis
Dr. Driscoll joined in 2022 (within the lookback window but TSR trigger does not apply as ORGO outperformed the peer group median by +57.2pp over three years), has strong finance and economics credentials, meets audit committee financial literacy standards, and attended at least 75% of meetings.
Ms. Duraibabu is a CPA and current CFO/COO with deep biotech and life sciences finance experience, serves as an audit committee financial expert, and no TSR trigger fires given ORGO's strong three-year outperformance versus peers.
Mr. Giacomin has extensive healthcare industry operating experience including CEO roles at Cardinal Health's segments and U.S. Anesthesia Partners, no overboarding concerns, and no TSR underperformance trigger fires.
As CEO-director, Gillheeney is subject to the same TSR trigger as other directors, but ORGO's three-year price return of +23.7% outperforms the peer group median by +57.2pp — well below the 50pp underperformance threshold required to trigger a No vote — so the TSR test passes; the Say on Pay vote is assessed separately.
Ms. Korfin brings extensive pharmaceutical and biotech commercial and operational experience, chairs the compensation committee, has no overboarding issues, and the TSR trigger does not fire.
Mr. Leibowitz is a CPA and former PwC audit partner who qualifies as audit committee financial expert, has served as Lead Independent Director since 2023, and attendance is noted as compliant (only Ades and Nussdorf were flagged as below 75%).
Dr. Quintero brings deep quality, regulatory, and R&D experience relevant to a medical products company, chairs the newly formed R&D committee, and no policy triggers fire.
The board slate passes the TSR test for all directors — ORGO's three-year return of +23.7% outperforms the compensation peer group median by +57.2pp, well short of the 50pp underperformance threshold. Two directors receive Against votes for separate governance reasons: Robert Ades due to his familial relationship with the founding Ades family and lack of relevant healthcare industry experience; Glenn H. Nussdorf due to disclosed attendance below 75% at board and committee meetings in fiscal 2025. All other directors receive For votes.
Say on Pay
✓ FORCEO
Gary S. Gillheeney, Sr.
Total Comp
$6,811,754
Prior Support
91.4%%
The CEO's total compensation of $6,811,754 is within a reasonable range for a CEO at a healthcare/medical device company with roughly $300M market cap and $563M in revenue, and prior Say on Pay support was a strong 91.4%, well above the 70% threshold that would require corrective action. The pay mix is appropriately variable — the CEO's compensation is heavily weighted toward equity (stock options, restricted stock units, and performance stock awards) and a cash bonus tied to measurable revenue, gross margin, and Adjusted EBITDA targets, all of which were genuinely performance-based with pre-set thresholds; the company achieved maximum revenue growth of 16.8% versus a 14.1% maximum target, justifying the above-target bonus payout. Three-year stock performance outperformed the peer group median by +57.2pp, confirming that above-target incentive pay was consistent with strong shareholder outcomes, satisfying the pay-for-performance alignment check.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
2 yrs
Audit Fees
$1,211,600
Non-Audit Fees
$30,450
RSM US LLP has served as auditor for only two years (2024 and 2025), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $30,450 represent approximately 2.5% of audit fees of $1,211,600, far below the 50% threshold. There are no disclosed material restatements. RSM is a large national firm appropriate for a company of Organogenesis's size and complexity.
Overall Assessment
The 2026 Organogenesis annual ballot contains three standard proposals — director elections, auditor ratification, and Say on Pay — with no stockholder proposals. The primary governance concerns are two specific directors: Robert Ades, who lacks relevant healthcare industry experience and has a familial relationship to the founding Ades family, and Glenn H. Nussdorf, who is disclosed as having attended fewer than 75% of board and committee meetings in 2025; both receive Against votes while all other directors and the auditor and Say on Pay proposals receive For votes.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing