Richard F. Pops
AlkermesAbout Richard F. Pops
Richard F. Pops (age 63) is Chief Executive Officer and Chairman of Alkermes plc (since September 2011), with prior CEO tenures at Alkermes, Inc. from 1991–2007 and again 2009–2011 . Under his leadership, ALKS delivered 2024 total revenues “over $1.5B,” EBITDA from continuing operations of ~$452M, and GAAP net income from continuing operations of ~$372M; the company retired all debt, ended 2024 with ~$825M cash, and repurchased ~8M shares, while reporting strong TSR through year-end 2024 . Pay-versus-performance disclosures show 2024 TSR of 143.27 (indexed to $100), net income of $367.1M, and EBITDA from continuing operations of $452.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alkermes, Inc. | Chief Executive Officer | 1991–2007 | Led growth from development-stage to commercial operations; deep FDA/policy engagement . |
| Alkermes, Inc. | Chief Executive Officer & President | 2009–2011 | Returned to CEO role to guide strategic transition pre- plc era . |
| Alkermes plc | Chairman of the Board | 2011–present | Combined CEO/Chair role; member of Financial Operating Committee . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Neurocrine Biosciences (NBIX) | Director | 1998–present | Public company board service . |
| Biotechnology Innovation Organization (BIO) | Director/Committee roles | Current | Co-Chair, Regulatory Environment Committee; Health Section Governing Board . |
| PhRMA | Director/Committee roles | Current | Member, FDA and Biomedical Research Committee . |
| Acceleron Pharma (prior) | Director | 2004–2019 | Public biopharma board . |
| Epizyme (prior) | Director | 2008–2020 | Public biopharma board . |
| National Health Council (prior) | Director | 2016–2019 | Non-profit board . |
Fixed Compensation
Summary compensation (CEO) – SEC-reported values
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,144,631 | 1,178,970 | 1,214,339 |
| Non-Equity Incentive Plan Compensation (annual bonus) | 1,144,631 | 1,414,764 | 1,214,339 |
| Stock Awards (RSUs/PSUs fair value) | 4,157,121 | 2,897,991 | 3,640,820 |
| Option Awards (fair value) | 3,852,539 | 3,933,841 | 4,044,445 |
| All Other Compensation | 15,250 | 16,500 | 17,250 |
| Total | 10,314,172 | 9,442,066 | 10,131,193 |
Additional 2024 salary/bonus program mechanics:
- Base salary set at $1,214,339 for 2024 (+3% YoY) .
- CEO’s target performance pay: 100% of base; 2024 payout approved at 100% of target = $1,214,339 .
Performance Compensation
2024 Short-Term Incentive Plan (STIP)
| Element | CEO Weighting | Company 2024 Outcome |
|---|---|---|
| Financial & Commercial (incl. EBITDA guidance) | 100% of CEO payout based on Company performance | Company performance factor set at 100% of target . |
| Neuroscience Pipeline | Included in company objectives (40% of company score) | Part of 2024 corporate objectives . |
| Corporate Responsibility | Included in company objectives (10% of company score) | Embedded in STIP design . |
- CEO STIP payout determination: 100% of target based on 2024 corporate objectives assessment; payout $1,214,339 .
Long-Term Incentive Plan (LTIP) and 2024 Grants
Design and metrics:
- 2024 PRSUs: 3-year performance period; 50% financial (proprietary net sales growth & profitability), 50% pipeline (advancement/expansion), with TSR modifier vs IBB of +/-25% applied at end of period; potential vesting 0–150% before TSR .
- Equity mix: For CEO, ~53% of target equity value in PRSUs; balance in time-vesting stock options (4-year ratable vesting) .
2024 CEO equity awards (grant mechanics)
| Grant Date | Type | Shares/Target | Key Terms |
|---|---|---|---|
| 2/26/2024 | Stock Options | 274,328 | Exercise $30.04; vest 25% annually over 4 years; est. grant-date FV $4,044,445 . |
| 2/26/2024 | PRSUs | 161,851 target (303,470 max) | 3-year performance; TSR modifier; est. grant-date FV $2,826,710 . |
| 4/11/2024 | PRSUs (true-up) | 7,756 target (14,542 max) | Correction of administrative shortfall; est. grant-date FV $110,562 . |
| 2/8/2024 | PRSU mod (2021 cycle) | n/a | Accounting incremental FV due to partial financial goal achievement: $703,548 . |
Recent LTIP performance realization (2012 PRSU cycle ending 12/31/2024):
- Pre-TSR payout: 77.32% of target; after TSR (+25% at ~80th percentile vs IBB), overall payout: 96.65% .
- CEO earned shares: 190,640 vs target 197,249 (96.65%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,382,005 shares (1,290,390 issued + 2,091,615 issuable within 60 days); 2.05% of outstanding as of 3/14/2025 . |
| Shares issuable within 60 days (near-term supply) | 2,091,615 (options/RSUs vesting/exercisable within 60 days) . |
| 2024 option grant overhang | 274,328 options at $30.04 expiring 2/26/2034; unvested as of grant and vesting 25% annually . |
| Outstanding equity (illustrative) | Multiple option tranches outstanding with varying strikes/expirations (e.g., 261,772 exercisable + 87,258 unexercisable at $19.34 expiring 2/22/2031; and others) . |
| Ownership guidelines | CEO required ownership = 6x base salary; officers must retain 50% of net shares until compliant; all officers/directors, including Pops, were in compliance as of 1/2/2025 . |
| Hedging/Pledging | Prohibited for officers/directors under Insider Trading Policy (no pledging, no shorting/derivatives) . |
Implication: Large number of shares issuable within 60 days suggests potential selling capacity if/when shares become unrestricted/exercised, though anti-hedging/pledging and retention requirements mitigate alignment risks .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (non-CIC) | 2x (base + average of prior 2 years’ cash incentive), paid over 24 months; 24 months health benefits . |
| Change-in-Control (CIC, double-trigger) | Lump sum 2x (base at termination or CIC if higher + average prior 2 years’ cash incentive) + pro-rata salary and incentive for year; 24 months health benefits; supersedes non-CIC severance if within 2 years post-CIC . |
| Excise tax gross-up | Yes (legacy) for Pops (and Jackson); not offered to new hires since 2009 . |
| Equity treatment on CIC | Awards pre-Feb 2023: single-trigger acceleration at CIC per plan discretion; awards from Feb 2023: double-trigger (accelerate only upon qualifying termination within 2 years post-CIC) . |
Illustrative potential payments (assuming event on 12/31/2024):
- Non-CIC involuntary termination: Severance $4,988,073; benefits $38,266; total $5,026,339 .
- CIC + qualifying termination: Severance $6,267,771; equity acceleration value $17,650,236; benefits $38,266; total $23,956,273 .
Clawbacks/recoupment: ALKS has a Clawback Policy (expanded 2021) and a Recoupment Policy (effective Oct 2023, compliant with SEC/Nasdaq 10D-1) covering certain cash and equity incentive compensation .
Board Governance (dual-role implications)
- Pops serves as CEO and Chairman; the Board cites benefits of unified leadership and alignment of strategy. Mitigants include a Lead Independent Director with defined authorities and three standing committees comprised solely of independent directors (Audit & Risk; Compensation; Nominating & Corporate Governance) .
- Board independence: all directors except Pops are independent under Nasdaq/SEC rules .
- Meeting attendance: In 2024, each director attended ≥75% of aggregate Board/committee meetings; executive sessions of non-employee directors after each in-person meeting .
- Committee roles: Pops sits on the Financial Operating Committee; all standing committees are independent-led .
- Employees on Board: Employee directors (Pops) receive no additional director pay .
Director Compensation (for context)
Employees serving as directors do not receive additional compensation for Board service (Pops as CEO/Chair receives none) .
Compensation Structure Analysis
- Mix and risk: Significant “at-risk” pay with rigorous, pre-specified STIP/LTIP goals; inclusion of profitability in STIP/LTIP and a relative TSR modifier align payouts with shareholder outcomes .
- Equity emphasis: CEO’s 2024 equity was majority performance-vesting (≈53% PRSUs); options vest over 4 years, enhancing retention .
- Shareholder feedback: 2024 say-on-pay support ~98% and continued engagement; design changes in recent years increased performance-based equity, objective STIP metrics, and double-trigger vesting .
- Red flags: Legacy excise tax gross-up for CEO; pre-2023 grants may have single-trigger acceleration at CIC (plan discretion) . Company prohibits repricing of options without shareholder approval; no repricings in 2024 .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (indexed $100) | 97.79 | 114.02 | 128.09 | 138.19 | 143.27 |
| Net Income (Loss) ($M) | (110.9) | (48.2) | (158.3) | 355.8 | 367.1 |
| EBITDA (cont. ops) ($M) | (13.0) | 175.2 | 50.6 | 486.3 | 452.4 |
Company operational highlights: 2024 revenues >$1.5B; EBITDA from continuing ops ~$452M; share repurchases and debt retirement; advancement of orexin pipeline; “strong TSR” through 12/31/2024 .
Equity Vesting and Potential Selling Pressure
| Indicator | Detail |
|---|---|
| Near-term issuable (60 days) | 2,091,615 shares for Pops (options/RSUs) . |
| 2024 option grant | 274,328 options at $30.04, 4-year ratable vesting, expiry 2/26/2034 . |
| 2022 PRSU payout (realized 2/2025) | 190,640 shares (96.65% of target after +25% TSR modifier) . |
| Hedging/pledging | Prohibited; ownership holding requirements apply until guideline met . |
Note: The sizable “issuable within 60 days” indicates capacity for liquidity events, but policy constraints and ownership guidelines mitigate near-term selling risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~98% of votes cast in favor .
- Board and management conducted extensive outreach; shareholders acknowledged meaningful enhancements to compensation design .
Employment & Contract Notes
- CEO current role start: September 2011 (CEO/Chair); prior Alkermes CEO roles 1991–2007 and 2009–2011 .
- Non-compete/non-solicit terms not specifically enumerated in proxy; severance/CIC economics detailed above .
Investment Implications
- Alignment and performance sensitivity: A majority of CEO equity is performance-based PRSUs with rigorous multi-year financial/pipeline goals and a relative TSR modifier, reinforcing pay-for-performance; 2022 cycle paid ~97% of target after strong TSR, indicating credible calibration .
- Governance mitigants for dual role: While CEO/Chair concentration entails oversight risk, ALKS has a strong Lead Independent Director role, fully independent core committees, and regular executive sessions; say-on-pay support is robust .
- Retention and overhang: Four-year option vesting and three-year PRSUs support retention; however, 2.09M shares issuable within 60 days for the CEO represents potential supply if exercised/settled, balanced by strict no-hedging/pledging and ownership holding requirements .
- Change-in-control protections: Double-trigger equity for grants since 2023 is shareholder-friendly, but legacy single-trigger plan language and excise tax gross-up for the CEO are governance drawbacks to monitor .