Caroline Baumal
Apellis PharmaceuticalsAbout Caroline Baumal
Caroline Baumal, M.D., is Chief Medical Officer of Apellis Pharmaceuticals (APLS) since January 2023 and is 58 years old; she is a vitreoretinal surgeon and Professor of Ophthalmology at New England Eye Center/Tufts Medicine with extensive fellowship training at Wills Eye Hospital and Tufts, and an ophthalmology residency and M.D. from the University of Toronto, and a B.Sc. in Biochemistry from McGill University . During her tenure, Apellis reported 2024 total revenue of $781.4 million, up 97% year-over-year, led by SYFOVRE and EMPAVELI commercialization, while the compensation program added PSUs in 2025 that vest on relative TSR vs the NASDAQ Biotechnology Index to strengthen pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New England Eye Center / Tufts Medicine | Professor of Ophthalmology; Vitreoretinal Surgeon | 1998 – Present | Key opinion leader in ophthalmology and retinal therapeutics; PI and DSMC member for numerous clinical studies |
External Roles
| Organization / Capacity | Role | Years | Notes |
|---|---|---|---|
| Ophthalmology clinical research | Principal Investigator; DSMC member | Various | Leadership in clinical studies; retinal imaging and therapeutics expertise |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 615,000 | 632,220 |
| Target Bonus (%) | 45% | 50% | 50% |
| Target Bonus ($) | 258,750 | 307,500 | — |
| Actual Bonus Paid ($) | 323,438 | 279,026 | — |
| Corporate Performance Factor | 125.00% | 90.74% | — |
Notes:
- 2024 bonuses were paid at 90.74% of target based on threshold attainment of product revenue goals, positive C3G/IC-MPGN data, pipeline progress (including APL-3007), and operational objectives; EMA approval for SYFOVRE was not achieved in 2024 .
- 2023 bonuses were paid at 125% of target on above-target product revenue and regulatory and development milestones achieved .
Performance Compensation
Annual Long-Term Incentive Awards (time-based unless noted)
| Year | Grant Date | RSUs (#) | Options (#) | Option Exercise Price ($) | Vesting and Term |
|---|---|---|---|---|---|
| 2023 (new hire) | 1/3/2023 | 35,549 | 49,000 | 50.28 | RSUs: 25% each anniversary over 4 years; Options: 25% at 1-year then monthly to 4 years; 10-year term; option expiry 1/2/2033 |
| 2024 (annual) | 1/16/2024 | 25,445 | 37,000 | 66.30 | RSUs: 25% each anniversary over 4 years; Options: 25% at 1-year then monthly to 4 years; 10-year term; option expiry 1/15/2034 |
| 2025 (annual) | 1/2025 | RSUs: 39,594 | PSUs: 39,594 target | — | 50% RSUs and 50% PSUs by value; PSU payout 50–200% of target based on relative TSR; see metric table below |
2025 PSU Design (applies to named executive officers including CMO)
| Metric | Weighting | Target | Payout Curve | Performance Periods | Notes |
|---|---|---|---|---|---|
| Relative TSR vs NASDAQ Biotechnology Index | 50% of LTI value (with 50% RSUs) | 55th percentile | 50% at 25th percentile; 100% at 55th; 200% at ≥90th; linear between points; payout capped at 100% if absolute TSR negative | Three overlapping periods: 1-year (2025), 2-year (2025–2026), 3-year (2025–2027), each with pro-rata PSUs | Tightens pay-for-performance linkage to shareholder returns |
Vesting schedule detail (time-based awards):
- RSUs: 25% vest on first anniversary of grant date; 25% annually thereafter through year 4 .
- Options: 25% vest on first anniversary; remaining vest in 36 equal monthly installments; 10-year term .
Equity Ownership & Alignment
Outstanding Equity (as of 12/31/2024)
| Grant Date | Unvested RSUs (#) | Market Value at 12/31/2024 ($) | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| 1/16/2024 | 25,445 | 811,950 (at $31.91) | — | 37,000 | 66.30 | 1/15/2034 |
| 1/3/2023 | 26,662 | 850,784 (at $31.91) | 23,479 | 25,521 | 50.28 | 1/2/2033 |
Additional equity activity:
- 2024 RSU vesting: 8,887 shares vested for Dr. Baumal (value realized $533,220) .
- 2025 trading plan: Dr. Baumal adopted a Rule 10b5-1 plan on 8/19/2025 to sell up to 14,698 shares through 2/27/2027, indicating potential managed selling overhang consistent with ownership discipline .
Ownership policies and restrictions:
- Executive stock ownership guidelines: executives must own shares worth 1–3× base salary depending on title; as of 12/31/2024 all directors and executive officers met the guidelines .
- Hedging and pledging policy: hedging and pledging generally prohibited; Audit Committee may grant exceptions (e.g., an exception granted to a director in 2024); no such exception disclosed for Dr. Baumal .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Chief Medical Officer since January 2023; offer letter dated December 25, 2022 |
| Severance (without cause, not in CoC window) | 9 months base salary continuation and COBRA premium contributions for 9 months; for Dr. Baumal, illustrative value $476,778 if termination occurred 12/31/2024 |
| Change-in-control (double trigger within 12 months) | Cash: 12 months base salary + 100% of target bonus; COBRA 12 months; outplacement; full vesting acceleration of unvested equity (time-based awards) |
| CoC illustrative amounts (12/31/2024) | Cash/severance benefits: $956,204; equity acceleration value: $1,662,734 (at $31.91/share) |
| Non-compete / non-solicit | 1-year non-compete and non-solicit post-termination; confidentiality and IP assignment obligations |
| Clawback | Dodd-Frank compliant recoupment policy adopted Dec 2023; recovery up to 100% for intentional misconduct/fraud or serious financial/reputation damage; covers cash bonuses and equity |
| Tax gross-ups | None for 280G/4999 “golden parachute” excise taxes |
Performance & Track Record
- Ophthalmology execution under company leadership: SYFOVRE delivered more than 510,000 total doses (commercial and sample) through year-end 2024 and remains the GA market leader; TGA approval in Australia received in January 2025; long-term GALE data reinforced increasing treatment effects over time .
- 2024 company performance context: Total revenue $781.4 million (+97% YoY) supported bonus payout at 90.74% of target; EMA approval for SYFOVRE was not achieved in 2024, partially tempering payouts .
Compensation Structure Analysis
- Mix shift to at-risk equity: 2025 introduced PSUs (50% of LTI value) tied to relative TSR, with negative TSR payout capped at target to balance risk and alignment .
- Short-term incentives responsive to results: 2023 bonuses paid above target (125%); 2024 paid below target (90.74%) reflecting mixed goal attainment (threshold on revenue, positive C3G/IC-MPGN data, but EMA outcome) .
- Peer benchmarking and market positioning: Compensation program targets market-median pay using a curated biotech peer group (e.g., 2025 peers include Axsome, Biocryst, Madrigal; and in 2024 included Exelixis, United Therapeutics, etc.) .
Perquisites and Other Compensation (2024)
- “All Other Compensation” for Dr. Baumal in 2024 totaled $140,922, comprising company-paid life insurance ($672), 401(k) contributions ($15,250), and the second installment (50%) of a $250,000 sign-on cash bonus paid on the one-year anniversary of hire .
Investment Implications
- Alignment and incentives: High equity mix with 2025 PSUs tied to relative TSR and a negative TSR cap enhances shareholder alignment; annual time-based RSUs/options align retention with long-term value creation .
- Potential stock supply from vesting and 10b5-1: Meaningful unvested RSUs and options continue to vest, and a Rule 10b5-1 plan permits sales up to ~14.7K shares through early 2027, representing manageable but notable insider supply .
- Retention and M&A dynamics: Outside of a change-in-control, severance is modest (9 months salary + COBRA), implying moderate retention risk; in an acquisition, double-trigger cash and full equity acceleration (time-based awards) could raise total exit costs but also reduce resistance to strategic transactions .
- Governance safeguards: Strong clawback, prohibition on hedging/pledging (with limited exceptions), and stock ownership guidelines (in compliance) mitigate misalignment and reputational risk .
Appendices
2025 and 2024 Compensation Peer Groups (for benchmarking)
- 2025 peers (selected): Axsome Therapeutics, Biocryst Pharmaceuticals, Madrigal Pharmaceuticals, ACADIA, Alkermes, Amicus, Blueprint Medicines, Corcept, Insmed, Intra-Cellular Therapies, Ionis, Neurocrine, PTC Therapeutics, Ultragenyx .
- 2024 peers (selected): ACADIA, Alkermes, Amicus, Blueprint, Corcept, Exelixis, Insmed, Intra-Cellular Therapies, Ionis, Neurocrine, PTC, Sarepta, Ultragenyx, United Therapeutics .
Additional Company Highlights Relevant to CMO Scope
- SYFOVRE long-term data (GALE) presented at 36–48 months supporting increasing treatment effect; Australia approval in Jan 2025 .
- Pipeline progress includes APL-3007 moving toward Phase 2 in ophthalmology in 2Q 2025 .