C. Todd Nichols
AlkermesAbout C. Todd Nichols
C. Todd Nichols, age 56, is Senior Vice President and Chief Commercial Officer of Alkermes plc, a role he has held since May 2020 after joining Alkermes in May 2019 as SVP, Sales & Marketing . His commercial leadership contributed to Alkermes surpassing $1 billion in proprietary product net sales and more than $1.5 billion total revenue in 2024, with EBITDA from continuing operations of $452 million; the company also reported strong total shareholder returns through December 31, 2024 . His remit spans sales, marketing, commercial operations and market access, with notable gains in LYBALVI’s commercial payer access and disciplined brand planning driving sales growth and share gains .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alkermes, Inc. | SVP, Sales & Marketing | 2019–2020 | Led commercial functions ahead of promotion to CCO |
| Celgene | VP, Sales & Marketing, Inflammation & Immunology | 2018–2019 | Commercial leadership across I&I portfolio |
| Biogen | VP, Sales & Field Operations, Neurology & Hemophilia | 2014–2017 | Led field operations in neurology and hemophilia |
| Merck | VP & Head, US Vaccines Business Unit; National Sales Leader, Specialty Commercial Operations – Women’s Health | 2009–2014 | Ran US vaccines; led women’s health specialty commercial operations |
| Schering-Plough (acquired by Merck in 2009) | Area VP, Sales; Regional Sales Director | pre-2009 | Senior commercial leadership roles |
External Roles
No public company directorships or external board roles disclosed for Nichols in the proxy .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 596,960 | Approved 4% increase vs. 2023 |
| Target Bonus (% of salary) | 50% | Performance pay range 0–100% |
| Actual Bonus Paid ($) | 298,480 | 100% of target for 2024 STIP |
| All Other Compensation ($) | 17,250 | Includes benefits/retirement contributions; 401(k) plan match described separately |
| Total 2024 Compensation ($) | 3,319,071 | Includes stock and option grant-date fair values |
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – Design and Outcomes
| Metric (category) | Weighting | Target | Actual/Assessment | Company payout | Individual assessment (Nichols) | Payout impact |
|---|---|---|---|---|---|---|
| Financial & Commercial objectives | 50% | EBITDA from continuing ops guidance $445–$485M; product net sales targets | EBITDA $452M (Partially Achieved); VIVITROL $457.3M above guidance; ARISTADA $346.2M slightly below; LYBALVI $280M slightly below | 100% of company target overall | Nichols recognized for sales growth, market share gains, and enhanced LYBALVI access | Nichols’ cash performance payout awarded at 100% of target |
| Neuroscience pipeline objectives | 40% | ALKS 2680 PoC completion; initiate Phase 2; preclinical orexin program assessment | Exceeded: positive PoC; two Phase 2 initiations; accelerated preclinical work and new molecule nomination | 100% of company target overall | See above | See above |
| Corporate responsibility objectives | 10% | Sustainability roadmap; operations optimization; supplier readiness; enhanced disclosure; publish report; human capital engagement | Achieved: roadmap, ops sustainability initiatives, supplier platform, TCFD-informed disclosure, Corporate Responsibility Report; employee survey 73–84% favorable | 100% of company target overall | See above | See above |
STIP payout mechanics: CEO payout = 100% company performance; other NEOs = 75% company performance + 25% individual performance. Company performance payout percentage set at 100% based on overall assessment of ‘ACHIEVED’ for 2024 objectives . Nichols’ actual cash performance payout equaled 50% of base salary ($298,480) .
2024 Long-Term Incentive Plan (LTIP) – PRSUs
| Component | Weighting | Design | Payout mechanics | Vesting |
|---|---|---|---|---|
| Financial goals | 50% | Proprietary product net sales growth and profitability targets (threshold/target/stretch) | 0–150% of target shares based on goal achievement | 3-year performance period; double-trigger CIC vesting for awards granted ≥ Feb 2023 |
| Pipeline goals | 50% | Advancement (25%) and expansion (25%) of pipeline with specified targets | 0–150% based on goal achievement | Same as above |
| Relative TSR modifier | ±25% | TSR vs. IBB Index over 3 years | Adjusts vested PRSUs up/down by up to 25% | Applied at end of performance period |
Equity Awards (Grants and Vesting)
2024 Annual Grants (Approved Values and Share Counts)
| Award type | Target value ($) | Shares granted | Vesting terms |
|---|---|---|---|
| Time-vesting Stock Options | 1,300,000 | 87,602 | Time-based; options expire 10 years from grant; double-trigger CIC for awards ≥ Feb 2023 |
| Time-vesting RSUs | 650,000 | 21,638 | Four equal annual installments starting first anniversary |
| Performance-vesting RSUs (PRSUs) | 650,000 | 21,638 | 3-year performance period with TSR modifier; double-trigger CIC for awards ≥ Feb 2023 |
Outstanding Equity Awards (as of 12/31/2024)
| Instrument | Quantity | Exercise price ($) | Expiration | Notes |
|---|---|---|---|---|
| Stock options (exercisable) | 50,999 | 22.94 | 6/5/2029 | Legacy grants |
| Stock options (exercisable) | 45,212 | 20.03 | 2/20/2030 | Legacy grants |
| Stock options (exercisable/unexercisable) | 87,021 / 29,007 | 19.34 | 2/22/2031 | Legacy grants |
| Stock options (exercisable/unexercisable) | 50,837 / 50,837 | 24.59 | 2/18/2032 | Legacy grants |
| Stock options (exercisable/unexercisable) | 25,630 / 76,892 | 26.82 | 2/23/2033 | Legacy grants |
| Stock options (unexercisable) | 87,602 | 30.04 | 2/26/2034 | 2024 grant |
| RSUs (unvested) | 21,638 | n/a | Time vest | 2024 grant |
| PRSUs (unearned) | 24,565 | n/a | Perf vest | Multiple cycles; includes 2024 grant |
| Additional RSUs (unvested) | 19,223 | n/a | Time vest | Prior grants |
| Additional PRSUs (unearned) | 19,222; 16,228 | n/a | Perf vest | Prior grants |
Equity governance: No repricing of underwater options without shareholder approval; 2024 included accounting modifications to earlier PRSUs as disclosed; 2022 PRSU financial goal was made more difficult without adding fair value .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Issued ordinary shares owned | 92,875 |
| Ordinary shares issuable within 60 days (options/RSUs) | 361,655 |
| Total beneficial ownership | 454,530 |
| Ownership % of outstanding | <1% |
| Hedging/Pledging | Prohibited for officers/directors under Insider Trading Policy (no use of equity as pledge/collateral; no short sales; no equity-linked derivatives) |
| Ownership guidelines | Officers subject to share ownership and holding guidelines; retain 50% of net shares from vesting/exercise until compliant; all directors/officers, including Nichols, were in compliance as of Jan 2, 2025 |
Employment Terms
| Provision | Details |
|---|---|
| Severance (no CIC) | 12 months of base salary plus average annual cash incentive of prior two years; continued health benefits for 12 months |
| Change in Control (CIC) cash | Lump sum 1.5x base salary + 1.5x average annual cash incentive (plus pro-rata base and bonus for year of termination); health benefits for 18 months |
| CIC equity | Awards granted prior to Feb 2023 accelerate at change in control per plan; awards granted from and after Feb 2023 accelerate only upon a qualifying termination within two years post-CIC (double trigger) |
| Potential payments (illustrative, as of 12/31/2024) | Severance cash $922,335; CIC cash $1,708,878; CIC equity vesting value $4,469,984; benefits continuation $29,884 (no-CIC) / $44,827 (CIC); total $952,219 (no-CIC) / $6,223,689 (CIC), using $28.76 share price assumptions |
| Tax gross-up | None for Nichols; gross-up only for certain executives hired before 2009 (not including Nichols) |
Compensation Structure Analysis
- Greater use of performance-based equity: PRSUs comprised ~25% of annual equity for NEOs in 2024, rising to 33% for 2025; CEO >50% performance-based, aligning incentives to long-term value creation .
- Profitability linkage: STIP included EBITDA guidance; LTIP included proprietary product profitability goals; relative TSR modifier aligns payouts with shareholder experience .
- Governance safeguards: Double-trigger CIC for 2023+ grants; clawback and recoupment policies apply to cash and equity incentive compensation .
- No hedging/pledging and robust ownership requirements reduce misalignment risk .
Performance & Track Record
- 2024 achievements under Nichols’ remit: Proprietary net sales exceeded $1B with 18% YoY growth; VIVITROL $457.3M (> high end of guidance), ARISTADA $346.2M (~midpoint), LYBALVI $280M (~midpoint); EBITDA ~$452M .
- Individual contributions: Led cross-functional brand plans producing sales growth and share gains; materially enhanced LYBALVI access in commercial payer channels .
- Company noted strong total shareholder returns through year-end 2024 .
Compensation Committee Analysis
- Committee membership: Richard B. Gaynor, M.D. (Chair), Nancy S. Lurker, Brian P. McKeon, Christopher I. Wright, M.D., Ph.D.; 100% independent .
- Independent compensation consultant: Alpine Rewards LLC (since mid-2024) .
- Key practices: Annual risk assessment; measurable STIP objectives; peer benchmarking; clawback/recoupment policies; prohibition of hedging/pledging; double-trigger CIC vesting for executive grants .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Approximately 98% of votes cast supported executive compensation .
- Ongoing engagement: Board/management held meetings annually with shareholders collectively holding >50% of shares; feedback drove enhancements to measurability and alignment of pay‑for‑performance .
Investment Implications
- Alignment: Nichols’ pay mix includes a meaningful performance‑based equity component tied to profitability, pipeline milestones, and relative TSR, supporting long‑term shareholder value alignment .
- Retention risk: Significant unvested RSUs/PRSUs and unexercisable options create retentive value; double‑trigger CIC terms delay acceleration, reducing event‑driven turnover risks; no pledging/hedging allowed .
- Trading signals: STIP payout at target and strong commercial execution indicate operational discipline; monitor Form 4 filings for any sale patterns around annual vesting cycles given material equity holdings becoming exercisable/vestable within 60 days (361,655 shares) .
- Downside protection/shareholder safeguards: Clawback and recoupment policies, prohibition on repricing, and ownership guidelines mitigate governance red flags .