Timothy Sullivan
Apellis PharmaceuticalsAbout Timothy Sullivan
Timothy E. Sullivan is Chief Financial Officer and Treasurer of Apellis Pharmaceuticals, serving since October 2017. He is 54 years old, with an A.B. in Biology from Harvard College and an M.B.A. from Columbia Business School. Prior roles include Partner at AJU IB Investment (Solasta Ventures) and Managing Director, Head of Life Sciences at RBS Citizens. During 2024, Apellis delivered 97% year-over-year revenue growth to $781.4 million, and management tied 2025 long-term incentives to relative TSR, reinforcing pay-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Apellis Pharmaceuticals | Chief Financial Officer & Treasurer | Oct 2017 – present | Led finance through commercialization of EMPAVELI and SYFOVRE and balance sheet transactions including a Sixth Street credit facility . |
| AJU IB Investment (Solasta Ventures) | Partner (led life sciences investments) | Jan 2014 – Oct 2017 | Venture investing and board observer at Apellis prior to joining as CFO . |
| RBS Citizens | Managing Director, Head of Life Sciences | Dec 2011 – Jan 2014 | Healthcare financing and coverage leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Apellis Pharmaceuticals | Board Observer | Nov 2014 – Oct 2017 | Observer prior to becoming CFO . |
| G1 Therapeutics, Inc. | Director (prior) | n/d | Previously served; years not disclosed in proxy . |
| Molecular Templates, Inc. | Director (prior) | n/d | Previously served; years not disclosed in proxy . |
Fixed Compensation
Multi-year summary compensation (SCT values):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $469,093 | $496,654 | $530,963 |
| Bonus (Annual Cash Incentive) | $233,145 | $281,250 | $242,730 |
| Stock Awards (RSUs fair value) | $1,505,986 | $1,447,518 | $1,574,492 |
| Option Awards (grant-date fair value) | $1,323,752 | $1,496,291 | $1,577,122 |
| All Other Compensation | $14,172 | $15,522 | $23,768 |
| Total | $3,546,148 | $3,737,235 | $3,949,075 |
Key current-year cash parameters:
- Base salary: $535,000 (2024) rising to $550,000 (2025) .
- Target bonus: 50% of base salary (2024 and 2025) .
- 2024 corporate performance factor: 90.74% of target (applies to all NEOs) .
2024 annual bonus outcome:
| Item | Value |
|---|---|
| 2024 target bonus % | 50% of base salary |
| 2024 target bonus $ | $267,500 |
| Corporate performance factor | 90.74% |
| Actual bonus paid (Feb 2025) | $242,730 |
Performance Compensation
Annual plan (cash)
- Structure: Target bonus set at beginning of year; outcome based on corporate goals covering net product revenues (EMPAVELI, SYFOVRE), regulatory progress, positive C3G/IC-MPGN Phase 3 topline, pipeline advancement (including APL-3007), and operational objectives .
- 2024 result: 90.74% payout of target for all NEOs; no individual modifiers .
Long-term equity (grants and design)
2024 time-based LTI grants to Sullivan:
| Grant date | Instrument | Quantity | Exercise price | Vesting | Grant fair value |
|---|---|---|---|---|---|
| 1/16/2024 | RSUs | 23,748 | n/a | 25% annually over 4 years | $1,574,492 |
| 1/16/2024 | Stock Options | 34,533 | $66.30 | 25% at 1-year; remaining monthly over 36 months | $1,577,122 |
2025 LTI program shift (for NEOs):
- Mix: 50% PSUs and 50% RSUs (value basis) .
- PSU metric: Relative TSR vs NASDAQ Biotechnology Index; target payout at 55th percentile; threshold 25th percentile; maximum 90th percentile; payout 50%–200% of target with linear interpolation; absolute TSR negative caps payout at 100% .
- PSU performance periods: three distinct windows across 2025–2027 (1-year, 2-year cumulative, 3-year cumulative), with vesting on anniversary following each period subject to outcomes .
- 2025 target awards for Sullivan: 45,929 PSUs and 45,929 RSUs .
2024 realizations (liquidity)
| Item | Amount |
|---|---|
| Stock options exercised (shares) | 21,096 |
| Value realized on exercises | $720,282 |
| Shares vested from stock awards | 22,287 |
| Value realized on vesting | $1,480,456 |
Equity Ownership & Alignment
| Ownership measure | Detail |
|---|---|
| Total beneficial ownership | 679,791 shares (includes 568,832 options exercisable within 60 days) . |
| % of shares outstanding | <1% (indicated as “*”) . |
| Direct and trust holdings | 40,563 shares direct; 70,396 in The Timothy E. Sullivan Irrevocable Trust of 2023 . |
| Vested vs. unvested (as of 12/31/24) | Unvested RSUs: 23,748 (2024 grant), 20,616 (2023), 21,236 (2022), 1,875 (2021); options unexercisable across grants including 34,533 at $66.30 (exp. 1/15/2034) . |
| Stock ownership guidelines | Executives required to own 1–3x base salary (by title); all executives met criteria as of 12/31/2024 . |
| Hedging/pledging policy | Hedging prohibited; pledging generally prohibited but exceptions can be approved by Audit Committee; a 2024 pledge exception was granted to director Alec Machiels (no exception disclosed for Sullivan) . |
Selected outstanding equity detail for Sullivan (12/31/2024):
| Grant date | Type | Unexercised options (exercisable / unexercisable) | Exercise price | Expiration | Unvested RSUs |
|---|---|---|---|---|---|
| 1/16/2024 | Options | 0 / 34,533 | $66.30 | 1/15/2034 | — |
| 1/16/2024 | RSUs | — | — | — | 23,748 |
| 1/12/2023 | Options | 20,691 / 22,492 | $52.66 | 1/11/2033 | — |
| 1/12/2023 | RSUs | — | — | — | 20,616 |
| 1/21/2022 | Options | 43,925 / 16,317 | $35.46 | 1/20/2032 | — |
| 1/21/2022 | RSUs | — | — | — | 21,236 |
| 1/28/2021 | Options | 44,062 / 938 | $44.90 | 1/27/2031 | — |
| 1/28/2021 | RSUs | — | — | — | 1,875 |
| 2/10/2020 | Options | 70,125 / 0 | $44.33 | 2/9/2030 | — |
| 2/8/2019 | Options | 84,946 / 0 | $13.85 | 2/7/2029 | — |
| 2/16/2018 | Options | 23,958 / 0 | $14.95 | 2/15/2028 | — |
| 10/18/2017 | Options | 257,903 / 0 | $10.03 | 10/17/2027 | — |
Vesting schedules:
- RSUs typically vest 25% on the first anniversary of grant and 25% annually thereafter; options vest 25% at year one with remaining vesting monthly over 36 months; option term generally 10 years .
Insider selling pressure considerations:
- 2024 realized liquidity from option exercises ($720k) and RSU vest ($1.48m) indicates periodic monetization; ongoing annual RSU tranches and monthly option vesting (from 2024/2023/2022 grants) represent a continuing supply cadence typical for NEOs .
Employment Terms
| Topic | Sullivan terms |
|---|---|
| Employment start | Offer letter dated Oct 9, 2017; CFO & Treasurer . |
| Severance (no change-in-control) | Separation Benefits Plan provides 9 months base salary and COBRA (subject to release); CFO example value at 12/31/24: $427,375 . |
| Change-in-control (double-trigger within 12 months) | Lump sum 12 months base salary + 100% of target bonus; COBRA; outplacement; equity vesting acceleration as provided (time-based awards accelerated; performance awards subject to their terms) . |
| Clawback | Restatement-based recovery for 3 years; expanded recovery up to 100% for intentional misconduct/fraud or serious financial/reputational harm, even absent restatement . |
| Hedging/pledging restrictions | Hedging prohibited; pledging prohibited absent Audit Committee exception (none disclosed for Sullivan) . |
Compensation Structure Analysis
- Year-over-year mix: Equity remains the majority of compensation; 2024 stock and option grant values totaled ~$3.15 million vs. cash salary+bonus of ~$774k, indicating high at-risk mix .
- Performance shift: Introduction of PSUs (50% of 2025 LTI) moves from time-based to performance-based equity, with relative TSR metric and negative TSR cap, reflecting stronger alignment with shareholder outcomes .
- Annual bonus rigor: 2024 payout at 90.74% reflects partial shortfalls (e.g., EMA non-approval of SYFOVRE) and successes (revenue thresholds met at minimum, positive C3G/IC-MPGN Phase 3), suggesting balanced goal-setting .
- Peer benchmarking: Committee targets around 50th percentile of peer data; Pay Governance serves as independent consultant, with updated 2025 peer set .
Compensation peer group (context):
- 2024: ACADIA, Alkermes, Amicus, Blueprint, Corcept, Exelixis, Insmed, Intra-Cellular, Ionis, Neurocrine, PTC, Sarepta, Ultragenyx, United Therapeutics .
- 2025: Same except Exelixis, Sarepta, United Therapeutics removed; Axsome, Biocryst, Madrigal added .
Say-on-pay:
- 2024 say-on-pay approval: 89.9% support, indicating broad shareholder acceptance of pay design .
Performance & Track Record (Company context under Sullivan’s tenure)
- 2024 total revenue: $781.4 million, +97% YoY; U.S. net product revenue for EMPAVELI + SYFOVRE: $710 million .
- Pipeline/regulatory: Positive Phase 3 VALIANT outcomes (C3G/IC-MPGN); FDA Priority Review for sNDA with July 28, 2025 PDUFA; SYFOVRE Australia approval in Jan 2025; >510k doses delivered since U.S. launch (through 2024) .
- Capital structure: Up to $475 million secured credit facility with Sixth Street in May 2024 .
Board Governance/Comp Committee Process (context)
- Compensation Committee chaired by Stephanie Monaghan O’Brien; met six times in 2024; uses Pay Governance; stock ownership guidelines implemented in 2022; recoupment policy updated in 2023 .
Risk Indicators & Red Flags
- Clawback: Robust restatement and misconduct provisions adopted (2023) .
- Pledging: Policy prohibits pledging with possible exceptions; a pledge exception was granted to a director (Machiels) in 2024; no exception disclosed for Sullivan .
- Golden parachutes: No excise tax gross-ups disclosed; CoC benefits governed by plan with cash multiples and equity acceleration on double-trigger .
- Option repricing: No repricing disclosed in proxy.
- Related-party: Not highlighted for Sullivan in the proxy sections reviewed.
Equity Vesting Calendar and Potential Selling Pressure (Sullivan)
- RSUs vest 25% annually by grant anniversary (e.g., Jan 16 for 2024 grant; Jan 12 for 2023; Jan 21 for 2022; Jan 28 for 2021), adding predictable supply around these dates .
- Options from 2024 grant vest monthly after the first anniversary (34,533 at $66.30), potentially creating ongoing small monthly in-the-money tranches if share price permits; other legacy grants have substantial vested balances already .
- 2024 realized liquidity (21,096 options exercised; 22,287 RSUs vested) shows periodic monetization consistent with normal executive diversification .
Employment Terms (Severance & CoC Economics) — CFO
| Scenario | Cash | Bonus | Benefits | Equity |
|---|---|---|---|---|
| Termination without cause (not in CoC window) | 9 months base salary (example value $427,375 at 12/31/24) | — | COBRA for 9 months | No automatic acceleration (unless plan terms otherwise) |
| CoC + qualifying termination (within 12 months) | 12 months base salary (lump sum) | 100% of target bonus (lump sum) | COBRA during severance; outplacement | Accelerated vesting of equity as provided (time-based accelerated; performance-based per award terms) |
Expertise & Qualifications
- Education: A.B., Harvard College; M.B.A., Columbia Business School .
- Domain: Life sciences investing (venture), healthcare banking, public biotech CFO since 2017 .
- Board experience: Prior directorships at G1 Therapeutics and Molecular Templates; Apellis board observer before joining management .
Investment Implications
- Alignment: 2025 shift to 50% PSUs tied to relative TSR (with negative TSR cap) strengthens linkage to shareholder outcomes; stock ownership guidelines met as of 12/31/24 support long-term alignment .
- Retention: Double-trigger CoC protection (12 months base + 100% target bonus + equity acceleration) and predictable vesting cadence reduce near-term departure risk; outside CoC severance (9 months) is market-consistent .
- Trading signals: 2024 option exercises and RSU vesting indicate periodic liquidity; forthcoming annual RSU anniversaries and monthly option vesting can create incremental supply around vest dates, while PSU introduction adds performance contingency to half of LTI from 2025 onward .
- Pay-for-performance: 2024 bonus paid below target (90.74%) underscores measured goal attainment; strong say-on-pay support (89.9%) reduces governance overhang risk related to executive compensation .