Jeffrey Lamothe
Aptevo TherapeuticsAbout Jeffrey Lamothe
Jeffrey G. Lamothe, age 59, is Executive Vice President and Chief Operating Officer of Aptevo Therapeutics (APVO) since March 3, 2023; he previously served as EVP & CFO (Feb 2022–Mar 2023) and SVP & CFO (Jul 2016–Feb 2022). He holds a Bachelor of Commerce (honors) from the University of Manitoba and is a Chartered Accountant/CPA, with prior finance leadership roles at Emergent BioSolutions (VP Finance), Cangene (CFO), Smith Carter (CFO), Kitchen Craft (President/CEO, CFO), Motor Coach Industries, James Richardson & Sons, and Ernst & Young . Aptevo’s pay-versus-performance disclosure shows negative net income and severely depressed TSR during 2022–2024, setting a challenging backdrop for pay-for-performance alignment .
Pay vs Performance (Company context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $6 | $0.49 | $0.03 |
| Net Income (Loss) | $8,027,000 | $(17,411,000) | $(24,130,000) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Emergent BioSolutions (Biosciences Division) | Vice President Finance | Feb 2014 onward (pre-APVO spin) | Led post-acquisition integration finance after Emergent acquired Cangene |
| Cangene Corporation | Chief Financial Officer | Aug 2012 onward (until Emergent acquisition) | Prepared company for acquisition; CFO stewardship |
| Smith Carter Architects & Engineers | Chief Financial Officer | Jan 2010–Jul 2012 | Corporate finance and controls |
| Kitchen Craft Cabinetry | President & CEO; previously VP Finance & CFO | Not disclosed | Operational and financial leadership |
| Motor Coach Industries; James Richardson & Sons; Ernst & Young LLP | Finance roles | Not disclosed | Finance and audit foundation |
External Roles
No external board roles disclosed for Lamothe in the company proxy or 10-K sections reviewed. Skip.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $469,808 | $480,000 |
| All Other Compensation (401k match) | $9,900 | $10,350 |
Notes:
- Appointment terms when promoted to COO on Mar 3, 2023: base salary $470,000; target bonus 45% of base; granted 16,500 options and 16,500 RSUs vesting in three equal annual installments beginning on the Grant Date .
Performance Compensation
- Annual cash bonus design: For non-CEO NEOs, 70% corporate metrics + 30% individual performance; for 2024 the Compensation Committee paid 72% for the corporate factor and 100% for the individual factor .
- 2024 Non-Equity Incentive paid to Lamothe: $216,000 (equal to his target) .
- Performance metrics examples: clinical trial progress, strategic milestones, and financial metrics .
| Incentive element | Design details | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (2024) | 70% corporate; 30% individual weighting | 45% of base = $216,000 | Corporate factor at 72%, Individual at 100%; disclosed Non-Equity compensation paid $216,000 | Cash; paid March 2025 |
| RSU grant (2024) | Time-based RSUs | 17 shares | Outstanding unvested: 17 shares; Market value $1,465.40 | Vests one-third on 7/17/2025, 7/17/2026, 7/17/2027 |
| Option grant (2023) | Time-based options under 2018 Plan | 16,500 options | Outstanding options for 2024 table: none listed for Lamothe | Vests in 3 equal annual installments beginning 3/3/2023 |
Committee/consultant practices:
- Willis Towers Watson engaged to evaluate compensation program, refine peer group, and director pay; no additional services in 2024 .
- Equity plan governance: prohibition on option/SAR repricing without shareholder approval; minimum one-year vesting; no tax gross-ups; enhanced clawback provisions in Third Amended and Restated 2018 Stock Incentive Plan .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3x base salary; other Section 16 officers (incl. Lamothe) 1x base salary; retain 50% of after-tax shares until compliant; company notes Covered Persons do not currently meet targets due to declining stock price .
- Hedging policy: directors, officers, employees prohibited from hedging Company stock .
- Pledging: No pledging disclosure found in reviewed sections. Skip.
| Ownership snapshot (as of June 20, 2025) | Shares | % Outstanding |
|---|---|---|
| Jeffrey G. Lamothe beneficial ownership | 23 | <1% |
| Outstanding awards (12/31/2024) | Quantity | Key terms |
|---|---|---|
| Unvested RSUs | 17.00 | Vests one-third on 7/17/2025, 7/17/2026, 7/17/2027; Market value $1,465.40 |
| Stock options | — | None shown in 2024 outstanding awards table |
Employment Terms
- Severance Plan participation; no individual employment contract .
- Termination without cause (non-CIC): Cash severance equal to 125% of base salary + target bonus, paid in equal installments over 15 months; continued benefits for 15 months; pro rata target annual bonus for year of termination; any earned-but-unpaid prior-year bonus paid in lump sum .
- Change of Control (double trigger or termination in anticipation): Lump sum cash equal to 200% of compensation (base + target bonus) within 30 days; pro rata target annual bonus; immediate vesting of all unvested equity; extended exercise period; continued benefits for 24 months; indemnification and D&O insurance continuation; cooperation obligations and non-compete/non-solicit compliance required per acknowledgment .
- Clawbacks: Awards subject to clawback under company policy and applicable laws (Sarbanes-Oxley, Dodd-Frank) .
| Provision | EVP/COO (Lamothe) |
|---|---|
| Severance (no cause, non-CIC) | 125% of base + target; paid over 15 months; benefits for 15 months; pro rata target bonus; prior-year bonus paid |
| Change-in-control (qualified termination) | 200% of compensation (base+target) lump sum; pro rata target bonus; full vesting of equity; benefits for 24 months; extended option exercise window |
| Clawback | Enhanced clawback provisions in equity plan |
| Hedging | Prohibited |
Multi-year Compensation Summary
| Component | 2023 | 2024 |
|---|---|---|
| Salary | $469,808 | $480,000 |
| Equity Awards (grant-date fair value) | $19,074 | $1,914 |
| Non-Equity Incentive Plan Compensation | $242,803 | $216,000 |
| All Other Compensation | $9,900 | $10,350 |
| Total | $741,585 | $708,264 |
Investment Implications
- Alignment: Lamothe’s variable pay (45% target bonus) and time-based equity suggest pay is sensitive to annual milestones; committee applied below-target corporate factor (72%) despite a disclosure showing full target payout for 2024, highlighting potential discretion or reporting inconsistency; investors should monitor future proxy detail for reconciliations .
- Retention and transaction incentives: Robust severance/change-of-control terms (125% non-CIC; 200% CIC; accelerated vesting) support retention but may create incremental costs in a strategic transaction; equity overhang from company-wide warrant financing is broader context, not specific to Lamothe’s awards .
- Selling pressure: Upcoming RSU vesting tranches (July 2025/2026/2027) are small (17 shares total), implying negligible insider selling pressure from Lamothe’s near-term equity vesting .
- Ownership discipline: Officer ownership guidelines and 50% post-tax retention enhance alignment; current shortfall due to stock price underscores limited skin-in-the-game by value, increasing reliance on performance-based cash metrics for alignment .
