Stephen Carey
ANI PHARMACEUTICALSAbout Stephen Carey
Stephen P. Carey, age 54, is Senior Vice President, Finance and Chief Financial Officer of ANI Pharmaceuticals (ANIP) since May 2016, with ~30 years of finance experience (≈25 in pharma). He previously held senior finance roles at Par Pharmaceutical (SVP Controller & PAO) and Schering-Plough, and began his career at PwC; he holds a B.S. in Accounting from Montclair State University . In 2024, ANIP delivered record net revenues of $614.4 million (+26% YoY) and adjusted non-GAAP EBITDA of $156.0 million (+17% YoY), reflecting strong execution in Rare Disease and Generics segments . Stock ownership guidelines require executives to hold at least 1x salary; all executive officers have met guidelines, and pledging/margining of company securities by directors/officers is prohibited under company policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Par Pharmaceutical Companies, Inc. | SVP Controller & Principal Accounting Officer; prior executive finance positions | 2007–2015 | Public company finance leadership in generics; enhanced controls and reporting |
| Schering-Plough Corporation | Various financial and accounting positions | Pre-2007 | Large-cap pharma finance experience |
| PricewaterhouseCoopers | Started career | Early career | Foundational audit/accounting expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ANI Canada (subsidiary) | Board member | Since Aug 2018 | Governance oversight for Canadian operations |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $505,859 | $509,857 | $509,857 |
| Base Salary (CD&A table) ($) | $505,859 | $509,850 | $509,850 (0% change) |
| Target Bonus (%) | 60% of salary | 60% of salary | 60% of salary |
| Target Bonus ($) | $303,515 | $305,910 | $305,910 |
| Actual Annual Bonus Payout ($) | $229,432 | $584,289 | $611,820 (200% of target) |
| Perquisites (401k + Life Ins.) ($) | $15,708 | $16,800 | $16,776 |
Performance Compensation
Short-Term Incentive (2024)
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Corporate performance (Revenue, Adj. EBITDA, BU KPIs, efficiency, BD) | 70% (for CFO) | Rev: $501–$530M; Adj. EBITDA: $119–$134M; BU/efficiency/BD goals detailed | Rev: $614.4M; Adj. EBITDA: $156.0M; BU and efficiency goals achieved | 200% of target |
| Functional/Business unit performance | 30% (for CFO) | CFO-led initiatives | Acquisition/capital structure; IT/cyber improvements; record year support | 200% of target |
| Total payout for 2024 | — | — | — | 200% (CFO) → $611,820 |
Long-Term Incentives (2024 grants)
| Instrument | Shares | Grant Date | Vesting | Grant Date FV ($) |
|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | 21,474 | 02/14/2024 | 4 equal annual installments on grant anniversaries | $1,204,691 |
| Performance Stock Units (PSUs) | 7,158 target | 02/14/2024 | Cliff vest after 3-year performance period (1/1/2024–12/31/2026) | $507,323 |
| PSU performance metrics | 50% 3-year Adjusted EBITDA YoY Growth; 50% Relative TSR vs S&P 600 Pharma/Biotech/Life Sciences; 50–200% payout (cap at target if negative TSR) | — | — | — |
Options – legacy awards (outstanding at 12/31/2024)
| Grant Date | Exercisable | Strike ($) | Expiration | Vesting terms |
|---|---|---|---|---|
| 05/06/2016 | 50,000 | 46.49 | 05/05/2026 | 4 equal annual installments |
| 03/31/2017 | 13,250 | 49.51 | 03/30/2027 | 4 equal annual installments |
| 04/06/2018 | 9,600 | 57.06 | 04/05/2028 | 4 equal annual installments |
| 03/28/2019 | 15,064 | 66.39 | 03/27/2029 | 4 equal annual installments |
Vesting/Exercises/Realized (2024)
| Metric | 2024 |
|---|---|
| Options exercised (# / $ value) | — / — |
| Shares vested (RS/PSU) (# / $ value) | 40,931 / $2,777,912 |
Multi-year Total Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 505,859 | 509,857 | 509,857 |
| Stock Awards ($) | 1,288,585 | 1,465,142 | 1,712,015 |
| Non-Equity Incentives ($) | 229,432 | 584,289 | 611,820 |
| All Other ($) | 15,708 | 16,800 | 16,776 |
| Total ($) | 2,039,584 | 2,576,088 | 2,850,468 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Common Shares) | 251,455 shares (≈1.2% of common outstanding) |
| Composition (footnote) | 87,914 exercisable options; 77,982 unvested restricted shares; 23,532 unvested PSUs |
| Ownership guidelines | Executives must hold ≥1x salary; all execs achieved |
| Anti-pledging | Margining/pledging of company securities prohibited for directors/officers |
| Hedging/derivatives | Insider Trading Policy prohibits derivatives, short sales; timing practices detailed |
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity Treatment | Other |
|---|---|---|---|---|---|
| Termination without cause / resignation for good reason | 12 months base salary | Pro-rated max bonus if termination after June 30; plus 1x annual max bonus paid at first anniversary | COBRA reimbursement up to 12 months | Immediate acceleration: all options and restricted stock vest fully; options remain exercisable through expiration | — |
| Change-in-control + qualifying termination within 24 months | 24 months base salary | Pro-rated annual max bonus; plus 2x annual max bonus paid on each of next two anniversaries | COBRA reimbursement up to 24 months; outplacement up to $10,000 | Full vest acceleration for time-based awards; PSUs vest based on performance achieved as of CIC | 280G/4999 excise tax gross-up right (one-time) |
Additional governance: Dodd-Frank-compliant clawback policy adopted (recouping erroneously awarded incentive comp upon restatements) ; No option repricing/exchanges without shareholder approval per stock plan .
Compensation Structure vs Performance Metrics
- Bonus plan ties CFO payout 70% to corporate metrics and 30% to functional objectives; 2024 corporate targets included revenue ($501–$530M), adjusted EBITDA ($119–$134M), BU KPIs, efficiency and BD goals; actuals exceeded targets, yielding 200% payout .
- Long-term PSUs incorporate 3-year adjusted EBITDA growth and relative TSR vs S&P 600 Pharma/Biotech/Life Sciences Index, balancing operating performance with market-based outcomes; payout range 50–200% and capped at target for negative TSR .
Compensation Peer Group and Say-on-Pay
- 2024 peer group (16 companies) includes Ultragenyx, Corcept, Catalyst, Insmed, Supernus, Travere, Collegium, Ironwood, Pacira, PTC Therapeutics, BioCryst, Coherus, Intercept, Myriad, Amphastar, Eagle; Pearl Meyer engaged as independent consultant (no conflicts per independence assessment) .
- Say-on-pay approval in 2024: 95.5% of votes cast, evidencing strong shareholder support ; 2025 say-on-pay also approved at annual meeting .
Board Governance and Committee Oversight (relevant to compensation)
- Compensation Committee: Antonio Pera (Chair), Renee Tannenbaum, Jeanne Thoma – all independent; charged with exec comp design, goal-setting, plan administration, and human capital oversight .
- Stock ownership guidelines and clawback policy reinforce alignment and accountability .
Investment Implications
- Alignment strengths: CFO’s pay mix emphasizes performance (PSUs with EBITDA growth/relative TSR), strong 2024 corporate overachievement, ownership guidelines met, anti-pledging and insider trading restrictions, and clawback policy reduce misalignment and compliance risk .
- Watch items: CIC tax gross-up entitlement for Carey is a shareholder-unfriendly feature; legacy options exist across a broad strike range, while annual RSA/PSU vesting can create periodic selling windows (Carey had significant RS vesting in 2024, though no option exercises), and increased authorized shares and plan share reserve raise potential dilution over time .