Jennifer J. Rhodes
ACADIA PHARMACEUTICALSAbout Jennifer J. Rhodes
Jennifer J. Rhodes, 55, is Executive Vice President, Chief Legal Officer and Secretary at Acadia Pharmaceuticals (ACAD), joining in January 2024 and appointed EVP, CLO and Secretary effective February 6, 2024 . She previously served as EVP/Chief Business Officer at Angion, and earlier as General Counsel/CCO/Secretary at Adamas and Medivation, after six years at Pfizer and prior legal practice at Weil, Gotshal & Manges; she holds a J.D. from Wake Forest and a B.A. in Economics from Tulane . During 2024, ACAD’s net revenues rose 32% year over year, one‑year TSR was 41% (lower‑quartile vs. peers), and the company ended 2024 with ~$756.0M in cash and investments, providing strong liquidity to support execution; these outcomes drove 2024 bonuses to 87.4% of target based on pre‑set goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Angion Biomedica Corp. | EVP & Chief Business Officer; previously GC/CCO/Corporate Secretary | CBO: Mar 2022–Jul 2023; GC/CCO/CS: Jan 2020–Mar 2022 | Senior business leadership and legal/compliance oversight |
| Adamas Pharmaceuticals, Inc. | General Counsel & Corporate Secretary; also Chief Compliance Officer; Chief Business Officer | Apr 2016–Jan 2020 (CCO since Aug 2016; CBO since Jan 2017) | Led legal, compliance, and business functions |
| Medivation, Inc. | General Counsel; Corporate Secretary; Chief Compliance Officer | Jun 2012–Sep 2015 (CS Apr 2013–Sep 2015; CCO Jul 2012–Oct 2014) | Senior legal, governance, and compliance leadership |
| Pfizer Inc. | Assistant General Counsel; global product lead (primary care) | May 2006–Jun 2012 | Product‑aligned legal and global medicines leadership |
| Weil, Gotshal & Manges LLP | Attorney | Early career | Corporate legal practice |
Fixed Compensation
| Component | 2024 value | Notes |
|---|---|---|
| Base salary (annual rate) | $515,000 | Set for 2024; first year at ACAD |
| Salary paid in 2024 (prorated) | $478,026 | Reflects partial‑year service from Feb 6, 2024 |
| Target annual bonus | 50% of base salary | Target % for 2024 |
| Actual 2024 bonus | $207,933 | Paid at 87.4% of target, prorated for service |
Performance Compensation
- Annual incentive plan design (2024): Objective, pre‑set metrics with 0–150% payout scale; for 2024, 75% of target set at year‑start and 25% added mid‑year (2025 plan will set 100% at year‑start) .
| 2024 Corporate performance goals | Target points | Achievement points |
|---|---|---|
| NUPLAZID net product sales | 10.0 | 16.3 (actual $609.4M; mid‑year targets adjusted) |
| NUPLAZID profitability | 5.0 | 7.5 |
| DAYBUE net product sales | 45.0 | 17.6 (actual $384.4M) |
| Enrollment ACP‑204 (AD psychosis) | 10.0 | 8.5 |
| Enrollment ACP‑101 (PWS) | 10.0 | 9.4 |
| Early‑stage R&D goals | 5.0 | 7.5 |
| Pimavanserin NSS Ph3 topline | — | — (negative; no points) |
| Business development | 15.0 | 20.6 (incl. ACP‑711 license) |
| Total | 100 | 87.4 → Companywide bonus factor |
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2024 payout for Rhodes: 87.4% of target on prorated base, resulting in $207,933 .
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Long‑term incentives (new hire 2024):
- Stock options: 126,589 options on 2/6/2024 at $25.74 strike; vest 25% after 1 year then monthly over 3 years; 10‑year term .
- RSUs: 25,889 RSUs on 2/6/2024; vest in four annual installments beginning first anniversary .
| 2024 LTI grant | Grant date | Amount | Grant‑date fair value |
|---|---|---|---|
| Stock options (service‑based) | Feb 6, 2024 | 126,589 @ $25.74 | $1,912,975 |
| RSUs (service‑based) | Feb 6, 2024 | 25,889 | $666,383 |
Notes:
- Executive scorecards incorporate commercial (NUPLAZID/DAYBUE), profitability, clinical enrollment, early R&D, and BD, aligning pay with performance; 2024 payout < target due to DAYBUE shortfall .
- Company shifted PSUs (from 2024) to 3‑year relative TSR vs. a curated biotech subset, 0–150% earnout with 100% cap if absolute TSR negative (applies to CEO and annual grants; Rhodes’ 2024 grant mix was options/RSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/15/2025) | 37,941 shares (<1%); includes 1,020 shares owned and 36,921 options exercisable by 4/16/2025 |
| Shares outstanding (measurement date) | 166,788,517 |
| Stock ownership guidelines | 2x salary for executive officers; 5‑year compliance window; counts owned shares and unvested time‑based RSUs (not options/uneamed PSUs); all NEOs either in compliance or within time as of 12/31/2024 |
| Hedging/pledging | Prohibited by policy (no short sales, options, hedges, margin, or pledging) |
| Clawback | Policy updated Oct 2023 to comply with Nasdaq Rule 10D‑1; mandatory restatement clawback and discretionary misconduct clawback covering cash and equity |
Vesting cadence and potential selling pressure:
- RSUs vest annually from 2/6/2025 through 2/6/2028 (6,472 per year), a modest and predictable cadence .
- Options began vesting at 25% on 2/6/2025 with monthly vest thereafter; 36,921 options were exercisable within 60 days of 2/15/2025 (reflecting cliff plus two monthly tranches), suggesting incremental, scheduled supply rather than lump‑sum unlocks; actual sales remain subject to trading windows and insider policy .
Employment Terms
| Scenario | Cash multiple (base + target bonus) | Prorated target bonus | COBRA | Equity vesting |
|---|---|---|---|---|
| Severance Plan (non‑CIC) | 1.0x | Yes | 12 months | No (CEO‑only feature applies to CEO/former CEO) |
| CIC Plan (double trigger within window) | 1.5x | Yes | 18 months | Full vesting; PSUs at 100% target |
Illustrative values (as of 12/31/2024):
- Qualifying termination (non‑CIC): ~$1.1M cash/benefits for Rhodes .
- Double‑trigger CIC: ~$1.5M cash plus ~$0.5M realized value on equity vesting, plus 18 months of COBRA premiums .
Other terms:
- Benefits contingent on general release and non‑solicitation; definitions of “Cause” and “Good Reason” specified (e.g., fraud, material breach, gross misconduct, material diminution, pay cut, relocation 30+ miles, etc.) .
- No excise tax gross‑ups; change‑in‑control payments require double trigger; repricing of options prohibited; no supplemental executive retirement plan; hedging/pledging not allowed .
Investment Implications
- Pay‑for‑performance alignment: 2024 bonus paid below target (87.4%) reflecting DAYBUE miss despite NUPLAZID outperformance and BD execution; AIP metrics are objective and diversified across revenue, profitability, clinical, and BD levers .
- Retention risk: Moderate. Non‑CIC severance at 1.0x (plus prorated bonus and 12 months COBRA) provides baseline protection; CIC double‑trigger at 1.5x plus full equity vesting strengthens retention through potential M&A scenarios .
- Selling pressure: Limited near term. 2024 had no vesting/exercises for Rhodes; future unlocks are scheduled (annual RSU tranches; monthly options vesting), suggesting gradual rather than lumpy supply; insider policy restricts hedging/pledging .
- Alignment and governance quality: Robust stock ownership guidelines (2x salary), modern clawback, and prohibition on hedging/pledging support investor alignment; 2024 say‑on‑pay support was ~94%, indicating shareholder endorsement of the program .
- Role influence: As CLO and co‑member of the Equity Award Committee with the CEO (delegated authority for non‑officer equity grants), Rhodes is central to equity administration and governance, a positive for internal controls and capital stewardship of share‑based comp .