Jane Pritchett Henderson
About Jane Pritchett Henderson
Apogee Therapeutics’ Chief Financial Officer since January 2023, age 59 as of April 29, 2025; prior 20-year health-care investment banking background and senior finance roles at multiple biotechs. Company performance disclosures show cumulative TSR of $213 on a $100 initial investment since July 14, 2023 and GAAP net loss of $182.1 million in 2024; 2023 cumulative TSR was $132 with net loss of $84.0 million, underscoring an early-stage profile where pay leans on equity and long-dated value creation rather than near-term profitability .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adagio Therapeutics (now Invivyd, Inc.) | Chief Financial Officer and Chief Business Officer | Dec 2020 – Nov 2022 | Led finance and business operations during COVID-19 antibody portfolio development . |
| Turnstone Biologics Corp. | Chief Financial Officer | Jun 2018 – Dec 2020 | Built finance function for viral immuno‑oncology programs . |
| Voyager Therapeutics, Inc. | Chief Financial Officer and SVP Corporate Development | Jan 2017 – Jun 2018 | Drove gene therapy financing and BD initiatives . |
| Kolltan Pharmaceuticals, Inc. | SVP, Chief Financial and Business Officer | Feb 2013 – Nov 2016 | Led finance and BD until acquisition by Celldex Therapeutics . |
| Health-care investment banking (multiple firms) | Managing Director/Executive roles | ~1993 – ~2013 (approx. 20 years) | Transaction leadership across biopharma capital markets and strategic advisory . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Akero Therapeutics, Inc. (Nasdaq: AKRO) | Director | Apr 2019 – present . |
| Cargo Therapeutics, Inc. (Nasdaq: CRGX) | Director | Jun 2024 – present . |
| Ventus Therapeutics, Inc. (private) | Director | n/a – present . |
| IVERIC Bio, Inc. (Nasdaq: ISEE) | Director (prior) | Jan 2018 – Jul 2023 (acquired by Astellas) . |
| Sesen Bio Inc. (Nasdaq: SESN) | Director (prior) | Oct 2018 – Nov 2021 . |
| Southern Methodist University | Dedman College Executive Board | n/a – present . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | $540,000 |
| Target Bonus (% of base) | 45% | 45% | 45% (no change disclosed) |
| Actual Annual Bonus ($) | $374,332 (discretionary) | $354,375 (plan-based) | Not disclosed |
Notes:
- Employment agreement amended and restated effective Aug 25, 2023, establishing salary and target bonus terms .
- Transition from discretionary bonuses in 2023 to a plan-based cash incentive tied to pre‑set corporate performance goals in 2024; specific metric weightings not disclosed .
Performance Compensation
| Award type | Grant date | Number of shares/options | Exercise price ($) | Vesting schedule |
|---|---|---|---|---|
| Stock options | Dec 18, 2023 | 175,345 | 22.86 | 48 equal monthly installments over 4 years from grant date . |
| Stock options | Dec 9, 2024 | 124,962 | 49.07 | 48 equal monthly installments over 4 years from grant date . |
| Restricted common stock (incentive units exchanged at IPO) | Jul 13, 2023 (exchange); original grant Feb 1, 2023 | 206,871 | n/a | 25% vested Feb 1, 2024; remaining three quarters vest in equal monthly installments until Feb 2027 . |
Equity grant timing vs MNPI:
- Company discloses the Dec 9, 2024 grants occurred one business day before a Dec 10, 2024 8‑K announcing Phase 1 dosing of APG333; closing price move post‑disclosure was −1.4% indicating no apparent opportunistic timing benefit .
2024 outstanding awards snapshot:
| Category | Quantity | Market value ($) |
|---|---|---|
| Options exercisable (Dec 31, 2024) | 43,836 | n/a |
| Options unexercisable (Dec 31, 2024) | 131,509 | n/a |
| Unvested restricted common stock | 112,056 | $5,076,137 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial voting common shares owned | 196,048; includes 8,620 restricted voting shares acquirable within 60 days and 81,374 options vesting/exercisable within 60 days; total % ownership “<1%” per proxy . |
| Voting power (%) | Below 1% of voting common stock outstanding; proxy denotes “*” less than one percent . |
| Vested vs unvested | As of Dec 31, 2024: 43,836 options exercisable; 131,509 unexercisable; 112,056 unvested restricted shares outstanding . |
| Pledging / hedging | Company prohibits short sales, options/derivatives, and hedging/monetization transactions for directors and officers; no pledging disclosure found . |
| Ownership guidelines | Not disclosed in proxy . |
Employment Terms
| Provision | Non‑CIC termination (without cause / good reason) | CIC termination (within CIC period) |
|---|---|---|
| Severance multiple | 1.0× base salary | 1.0× base salary |
| Prior year earned bonus | Paid if unpaid | Paid if unpaid |
| Current-year bonus | Pro‑rata target bonus | Full target bonus |
| Health coverage | Up to 12 months subsidized | Up to 12 months subsidized |
| Equity vesting | No automatic acceleration; CIC grants accelerate 100% | |
| CIC period definition | 3 months prior and 12 months post first CIC event . | |
| Good Reason (CFO) | Outside CIC: material breach or in‑office requirement when remote feasible; Inside CIC: also includes material pay cut, relocation, duties reduction, failure to assume agreement by successor . |
Compensation Structure Analysis
- Mix shift: Introduction of a formal annual cash incentive plan in 2024; continued primary use of time‑vested stock options and restricted stock rather than PSUs; no disclosure of performance equity weightings or metrics (limits pay‑for‑performance transparency) .
- Clawback: Nasdaq‑compliant policy covering restatements; committee may recover incentive comp for fraud/misconduct beyond Rule 10D‑1 minimums .
- Anti‑hedging: Prohibits shorting, options/derivatives, and hedging, reinforcing alignment; no pledging disclosure .
- Consultant: Compensation Committee uses independent consultant Alpine Rewards (since 2023), with independence affirmed .
Say‑on‑Pay & Shareholder Feedback
- 2025 agenda asks shareholders to select the frequency of future advisory votes; Board recommends annual frequency. Prior vote outcomes not disclosed (company recently ceased EGC status) .
Performance & Track Record
| Year | Compensation Actually Paid (Avg Non‑PEO NEOs) ($) | Cumulative TSR (Initial $100) | GAAP Net Income ($000) |
|---|---|---|---|
| 2024 | $10,862,926 | $213 | $(182,146) |
| 2023 | $10,813,019 | $132 | $(83,985) |
Context:
- Apogee is a clinical‑stage biotech; TSR improvement reflects market confidence in pipeline progress amid sustained losses typical for R&D companies .
Risk Indicators & Red Flags
- No tax gross‑ups disclosed; severance entails single‑trigger CIC equity acceleration, which can be investor‑sensitive versus double‑trigger design, though cash severance adheres to single trigger tied to CIC‑period termination only .
- Anti‑hedging policy present; no pledging disclosure found .
- Related‑party transactions exist with Paragon, but are negotiated at market terms per proxy; not directly tied to CFO compensation .
Equity Ownership & Insider Selling Pressure
- Material unvested restricted shares and monthly vesting cadence through Feb 2027 imply ongoing supply from vest‑related net share settlements, a benign but persistent technical headwind typical for newly public biotech executives; no Form 4 data included in proxy; anti‑hedging mitigates alignment concerns .
Compensation & Incentives – Detailed Tables
Summary Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $469,311 (prorated) | $525,000 |
| Bonus ($) | $374,332 (discretionary) | $354,375 (plan-based) |
| Option Awards ($, grant-date fair value) | $3,300,000 | $4,200,135 |
| Stock Awards ($) | $881,270 (pre‑IPO incentive units) | — |
| Total ($) | $5,024,913 | $5,079,510 |
2024 Outstanding Equity Awards
| Category | Quantity | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| Options – Exercisable | 43,836 | 22.86 | 12/18/2033 | 48‑month monthly vest from Dec 18, 2023 . |
| Options – Unexercisable | 131,509 | 22.86 | 12/18/2033 | Continuation of schedule . |
| Options – Unexercisable | 124,962 | 49.07 | 12/09/2034 | 48‑month monthly vest from Dec 9, 2024 . |
| Unvested restricted stock | 112,056 | n/a | n/a | Market value $5,076,137 . |
Employment Contracts, Severance, and Change‑of‑Control Economics
- Agreement date: Aug 25, 2023 amended and restated employment agreement for CFO .
- Severance policy (amended Aug 2023): 1.0× base salary; prior‑year unpaid bonus; pro‑rata target bonus; up to 12 months subsidized health; CIC termination yields full target bonus and 100% equity acceleration; CIC period spans 3 months pre‑ and 12 months post‑event .
- Good Reason definitions tailored for CFO outside and within CIC period, including remote‑work feasibility considerations .
Compensation Committee Analysis
- Membership and oversight: Compensation Committee oversees executive pay policy and grants; retains Alpine Rewards as independent consultant; independence affirmed; committee met 5 times in 2024 .
- Annual grant timing: December grants (set in advance) with policies to avoid MNPI timing; option exercise price equals closing market price on grant date .
Investment Implications
- Alignment: Significant time‑vested equity (options and restricted stock) ties realized pay to long‑term equity value; anti‑hedging and clawback policies strengthen alignment; lack of disclosed PSU metrics limits direct pay‑for‑performance linkage to operational KPIs .
- Supply overhang: Monthly vesting through 2027 suggests ongoing, modest sell‑pressure from tax/withholding on vesting; watch 10b5‑1 activity or Form 4s for timing and magnitude (proxy does not include Form 4 data) .
- Retention risk: CIC terms are competitive with 1.0× cash severance and full equity acceleration at CIC, reducing departure risk during transactions; non‑CIC severance provides baseline protection .
- Governance watchpoints: Single‑trigger equity acceleration at CIC can draw investor scrutiny; absence of ownership guidelines and PSU disclosures may prompt engagement on enhancing performance‑based equity rigor as the company matures .