Joseph Monahan
Aclaris TherapeuticsAbout Joseph Monahan
Joseph Monahan, Ph.D., age 69, served as Aclaris Therapeutics’ Chief Scientific Officer from January 2021 and previously as EVP, R&D from 2017 to January 2021, joining via the 2017 acquisition of Confluence Life Sciences, which he founded in 2010 and led as CSO; earlier he held senior research leadership roles at Pfizer (Executive Director, Inflammation Research; kinase platform lead; site head of enzymology/biophysics) and held adjunct/visiting professorships at Washington University Medical School, University of Missouri, and UCLA; he earned a B.S. in biochemistry (SUNY Buffalo) and a Ph.D. in biochemistry (University of South Carolina) . In July 2025, Aclaris announced a planned leadership transition: Dr. Monahan stepped down as CSO and will serve as Special Scientific Advisor to the CEO through the first quarter of 2026 as part of his planned retirement, mitigating near-term succession risk . Company performance context during his tenure includes reported net losses of $132.1 million (2024), $88.5 million (2023), and $86.9 million (2022), and a Pay-Versus-Performance TSR “$100 investment” value of $17.06 (2024), $7.22 (2023), and $108.32 (2022), underscoring high volatility tied to R&D outcomes typical of clinical-stage biopharma .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aclaris Therapeutics | Chief Scientific Officer | Jan 2021 – Jul 2025 | Led discovery/early development; stewardship of kinase platform; CSO succession executed in 2025 . |
| Aclaris Therapeutics | EVP, Research & Development | 2017 – Jan 2021 | Integrated Confluence R&D; advanced clinical/preclinical pipeline . |
| Confluence Life Sciences | Founder; Chief Scientific Officer | 2010 – 2017 (acq. by Aclaris) | Built discovery engine acquired by Aclaris in 2017 . |
| Pfizer Inc. | Executive Director, Inflammation Research; kinase platform lead; site head of enzymology/biophysics | Not disclosed | Senior leadership in inflammation; platform leadership and site operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Washington University Medical School | Adjunct/Visiting Professor | Not disclosed | Academic collaborations and talent network . |
| University of Missouri | Adjunct/Visiting Professor | Not disclosed | Academic collaborations and talent network . |
| UCLA School of Medicine | Adjunct/Visiting Professor | Not disclosed | Academic collaborations and talent network . |
Fixed Compensation
| Metric (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary | $350,000 | $420,000 | $374,400 |
| Actual Annual Bonus Paid (Non-Equity Incentive) | $154,700 | $168,000 | $104,832 |
| Annual Bonus Targets (2023) | Value |
|---|---|
| Target Bonus % of Salary | 40% |
| Target Bonus ($) | $149,760 (40% of $374,400) |
| Implied Payout vs Target (2023) | ~70% (=$104,832/$149,760), consistent with bonus outcomes disclosed |
Notes:
- “All Other Compensation” primarily reflects 401(k) company match ($13,200 in 2023) .
Performance Compensation
| Component | Metric/Category | Weighting (Target) | Achievement Credit | Payout/Comments | Vesting/Form |
|---|---|---|---|---|---|
| Corporate Goals (2023) | R&D objectives (clinical, preclinical, discovery/CRO) | 85% | 45% | Partial credit after HS/RA Phase 2s for zunsemetinib did not meet primary endpoints; other pipeline progress considered . | N/A (funding factor) |
| Corporate Goals (2023) | Other corporate (BD, financing, IR, ops/compliance) | 15% | 10% | Credit given; stretch not earned . | N/A |
| Stretch Goals (2023) | R&D + Other | +40% max | +5% | Total corporate with stretch: 60% . | N/A |
| Individual Objectives (2023) | Personal performance | Not disclosed | Full credit | CEO recommended, Comp Committee approved full credit for non-PEO NEOs incl. Monahan . | N/A |
| 2023 Bonus Outcome (Monahan) | Actual vs Target | — | — | $104,832 actual vs $149,760 target ⇒ ~70% payout, aligning with corporate+individual funding result . | Cash (annual bonus) |
Equity Ownership & Alignment
| Item | As of | Value |
|---|---|---|
| Beneficial Ownership (shares) | Apr 16, 2024 | 360,476 shares; less than 1% of outstanding . |
| Shares Pledged | — | Not disclosed. |
| Ownership Guidelines | — | Not disclosed. |
Outstanding equity awards (as of Dec 31, 2023):
- Stock options
- 56,000 exercisable @ $25.80; exp 8/31/2027 .
- 14,700 exercisable @ $22.09; exp 1/31/2028 .
- 38,275 exercisable and 114,825 unexercisable @ $14.94; exp 2/29/2032; vesting: one-third vested Mar 1, 2024; remaining vest in equal installments on Mar 1, 2025 and Mar 1, 2026, subject to service .
- 153,100 unexercisable @ $16.97; exp 1/31/2033 (standard time-based vesting per plan; specific schedule footnote not included in excerpt) .
- RSUs
- 12,500 unvested RSUs (vested Mar 2, 2024) .
- 100,000 unvested RSUs: one-half vested Mar 1, 2024; remainder vests Mar 1, 2025, subject to service .
- 32,775 unvested RSUs (footnote indicates scheduled vesting; details not fully shown in excerpt) .
- 30,000 unvested RSUs (footnote indicates schedule; details not fully shown in excerpt) .
Implications for selling pressure:
- Material vesting events occurred in March 2024 and scheduled for March 2025 (options and RSUs), which can create periodic liquidity windows that sometimes precede or follow Form 4 transactions, depending on blackout policies and trading plans .
Employment Terms
- Agreement: Second Amended and Restated Employment Agreement effective February 1, 2024 (Joseph Monahan) .
- Severance (Qualifying Termination: death/disability, Without Cause, Good Reason, or non-renewal by Company), subject to release:
- Salary continuation: 12 months of base salary .
- Bonus: lump-sum of any approved but unpaid bonus/portion thereof for preceding or year-of-termination (as applicable) .
- COBRA: Company-paid portion of medical/dental/vision premiums for 12 months (or taxable equivalent if required) .
- Change-of-Control (double-trigger; also covers qualifying termination ≤3 months pre-CoC or ≤12 months post-CoC):
- Salary continuation: 12 months for non-PEO NEOs (Monahan’s category) .
- Bonus: additional lump sum equal to 100% of target bonus for non-PEO NEOs .
- COBRA: 12 months for non-PEO NEOs .
- Equity: full vesting of unvested equity upon the effective date of CoC if terminated within 3 months prior; or full vesting upon termination within 12 months post-CoC if awards are assumed/substituted by acquirer, per plan terms .
- Definitions (Cause/Good Reason/CoC) summarized in filing; include material pay reduction, material duty diminishment, or relocation >50 miles for Good Reason, and standard majority-control/asset-sale triggers for CoC, aligned with Section 409A definitions .
- Clawback: SOX 304 recoupment applies to CEO and CFO for misconduct-related restatements; company-wide clawback policy not detailed in cited excerpts .
- Post-termination consulting: Will serve as Special Scientific Advisor to CEO through Q1 2026 as part of planned retirement, aiding continuity .
Performance Snapshot (Company-Level Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Loss (USD) | $(86,908,000) | $(88,481,000) | $(132,065,000) |
| “$100 Investment” TSR Value (Pay vs Performance) | $108.32 | $7.22 | $17.06 |
Notes:
- 2023 corporate goal assessment yielded 60% total corporate score with stretch; individual objectives received full credit for non-PEO NEOs, aligning with Monahan’s ~70% payout vs target after applying committee’s weighting methodology .
Investment Implications
- Pay-for-performance alignment: 2023 bonus paid at ~70% of target aligns with disclosed underperformance on several 2023 R&D objectives (HS/RA primary endpoints missed) and partial credit on corporate goals; this indicates a responsive incentive framework rather than discretionary overpayment .
- Near-term vesting overhang: Significant 2024–2025 time-based vesting of options and RSUs creates windows for potential insider liquidity events; monitor Form 4 filings around March vesting dates and company blackout periods for supply signals .
- Retention/transition risk moderating: With a signed Feb 2024 employment agreement and a structured transition to Special Scientific Advisor through Q1 2026, execution continuity risk around discovery is reduced, though leadership change always carries integration risk for R&D culture and pipeline prioritization .
- Equity alignment: Beneficial ownership under 1% suggests modest personal equity exposure relative to float; incentives are predominantly time-based equity and annual cash bonus, with CoC protection at 1x salary and 1x target bonus plus equity acceleration (double-trigger), standard for small-cap biotech and unlikely to misalign incentives in M&A scenarios .
- Execution watch-items: 2023 clinical misses (zunsemetinib in HS/RA) and continued net losses underscore binary R&D risk; the company’s emphasis on next-gen kinase/cytokine programs and planned IND cadence under successor CSO warrants close tracking of milestone-based compensation metrics in future proxies for incentive rigor .