L. Todd Edwards
About L. Todd Edwards
L. Todd Edwards is Executive Vice President and Chief Commercial Officer at Arcutis (ARQT). He joined as SVP & CCO on September 27, 2023, and was promoted to EVP & CCO effective December 1, 2024 . He previously held senior commercial leadership roles at Incyte (Group VP, Business Head, Immunology), UCB (SVP, Head US Immunology; SVP, Head Global Immunology Operations & Strategy), and earlier roles at AbbVie and TAP Pharmaceuticals; he is a decorated U.S. Army veteran with a B.S. in Psychology (East Tennessee State University) and an MBA (Embry‑Riddle) . At appointment in 2023, he was 60 years old . Arcutis’ 2024 corporate bonus scorecard achieved 128% (above target), with weighted goals across revenue, commercialization, pipeline, BD, and finance/corporate execution; this drove above‑target annual bonuses for NEOs in March 2025 . Company cumulative TSR figures in the Pay‑Versus‑Performance disclosure show $100 invested in ARQT equated to $63.90 in 2024, $14.82 in 2023, $67.89 in 2022, $95.14 in 2021, and $129.04 in 2020; CAP was predominantly driven by share price volatility over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Incyte | Group VP, Business Head, Immunology | Dec 2020 – Sep 2023 | Led commercialization in dermatology, including topical JAK inhibitor launch . |
| UCB | SVP, Head Global Immunology Operations & Strategy | Jun 2019 – Dec 2020 | Led global immunology business unit and portfolio . |
| UCB | SVP, Head U.S. Immunology | Jun 2013 – Jun 2019 | Led U.S. development and commercialization across rheum/derm/GE portfolios . |
| AbbVie; TAP Pharmaceuticals | Senior roles (commercial) | Prior to 2013 | Progressive commercial leadership roles . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Ending Base Salary ($) | 500,016 | 535,000 (7.0% YoY) |
| Annual Bonus Target (% of Salary) | 45% | 50% (effective Dec 1, 2024) |
| Actual Annual Bonus ($) | 241,883 | 300,311 (paid Mar 2025) |
- 2024 salary progression: increased to $518,000 effective March 1, 2024; promoted to EVP effective December 1, 2024 with base raised to $535,000 .
- 2024 bonus targets: increased from 45% to 50% upon promotion effective December 1, 2024 .
Performance Compensation
Annual Cash Incentive – 2024 Corporate Scorecard
| Goal Area (Weight) | Objective (summary) | Attainment (%) |
|---|---|---|
| ZORYVE Revenue (40%) | Achieve net product revenue goal with compliance excellence | 54% |
| ZORYVE Commercialization (10%) | Covered scripts, AD launch timing/access, Part D, Medicaid access | 9% |
| Follow‑On Indications (20%) | U.S. AD approval; sNDAs/sNDS submissions/approvals | 30% |
| Advance the Pipeline (10%) | ARQ‑234 dose-range, GMP; ARQ‑255 enrollment | 10% |
| Business Development (10%) | Japan partnership; PCP co‑promote; tech transfer | 10% |
| Finance/Corporate (10%) | Balance sheet, OpEx, cybersecurity maturity, turnover | 15% |
| Total Corporate Score | 128% |
- Edwards’ 2024 bonus payout of $300,311 aligns with above‑target corporate score (paid March 2025) .
Equity-Based Incentives – Grants and Vesting
- New‑hire package (Sept 27, 2023):
- Stock options: 240,000; exercise price $5.58; expire 09/27/2033; vest 25% on first anniversary then 2.0833% monthly .
- RSUs: 60,000; vest 25% annually from grant anniversary .
- PSUs: 60,000 tied to Q1‑2024 commercial KPIs; two targets achieved; 30,000 vested at certification; 30,000 vest one‑year after certification, subject to continued service .
- Annual 2024 grants (Jan 12, 2024):
- Stock options: 176,000 at $3.64; 10‑year term; standard 4‑year vesting .
- RSUs: 28,000; standard 4‑year annual vesting .
- Performance PSU award (Feb 22, 2024): 60,000 PSUs; milestone achieved May 1, 2024; 30,000 vested at certification; remaining 30,000 vest on one‑year anniversary (subject to service) .
| Equity Award | Grant/Commencement | Quantity | Price/Term | Vesting |
|---|---|---|---|---|
| Stock Options (Inducement) | 09/27/2023 (VC 10/01/2023) | 240,000 | $5.58; exp. 09/27/2033 | 25% at 1‑yr; then 2.0833% monthly |
| RSUs (Inducement) | 09/27/2023 | 60,000 | — | 25% annually (4 yrs) |
| PSUs (Inducement) | 09/27/2023 | 60,000 | — | 30k vested at certification of each achieved Q1‑2024 goal; 30k vest 1‑yr later |
| Stock Options (Annual) | 01/12/2024 | 176,000 | $3.64; exp. 01/12/2034 | Standard 4‑yr vesting |
| RSUs (Annual) | 01/12/2024 | 28,000 | — | Standard 4‑yr vesting |
| PSUs (Performance) | 02/22/2024 | 60,000 | — | 30k vested on 05/01/2024; 30k vest 1‑yr later |
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/15/2025) | Shares |
|---|---|
| Common Stock held of record | 39,555 |
| Options exercisable within 60 days | 23,250 |
| RSUs vesting within 60 days | 30,000 |
| Total beneficially owned | 92,805 (<1% of shares outstanding) |
| Shares outstanding reference | 119,199,222 (denominator for % ownership) |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging unless pre‑approved by compliance; no pledges disclosed for Edwards .
- Stock ownership guidelines: Company maintains guidelines for senior executives; specific multiple not disclosed in cited sections .
- 2024 vesting/realization: Edwards realized value on 45,000 vested stock awards in 2024 totaling $416,850; no option exercises in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Start / Role | Joined Sept 27, 2023 as SVP & CCO; promoted to EVP & CCO Dec 1, 2024 |
| Base Salary at Hire | $500,016; annual bonus target 45% (2023 bonus not pro‑rated) |
| 2024 Compensation Changes | Base salary to $518,000 (Mar 1, 2024); to $535,000 upon EVP promotion (Dec 1, 2024); bonus target increased to 50% effective Dec 1, 2024 |
| Benefits/Perqs | Travel/housing reimbursements for HQ travel; standard benefits |
| At‑Will/Arbitration | At‑will employment; mandatory binding arbitration and class action waiver (JAMS; FAA governed) |
| Severance (non‑CIC) | 9 months base salary + up to 9 months COBRA (or cash equivalent), subject to release |
| Severance (CIC double‑trigger) | 12 months base + 100% target bonus + up to 12 months COBRA; time‑based equity fully accelerates; performance awards accelerate per award terms (greater of target or actual absent specific terms); subject to release |
| Equity non‑assumption (CIC) | If successor does not assume/replace, unvested time‑based equity accelerates 100% immediately prior to CIC; performance awards per award terms (≥ target if not specified) |
| 280G Treatment | “Best after‑tax” cutback to avoid excise tax; no gross‑ups |
| Clawback | SEC/Nasdaq‑compliant clawback for incentive comp tied to financial reporting measures |
Compensation Structure Analysis
- Mix and design: Emphasis on variable, at‑risk equity; PSUs tied to commercial milestones for Edwards (e.g., Q1‑2024 ZORYVE sales/units; 2024 liquidity/financing objective for CFO) . The Company features double‑trigger CIC protection, clawback policy, and prohibits hedging/pledging; does not provide compensation‑related tax gross‑ups .
- 2024 option exchange: Company implemented an option exchange in February 2024 with replacement RSUs for several NEOs; Edwards is not listed among participants in the replacement RSU awards in the cited table .
- Governance and benchmarking: Compensation Committee is independent, advised by Pay Governance; peer benchmarking guides program design .
Performance & Track Record
- 2024 corporate execution: Total corporate bonus score 128% driven by progress in ZORYVE revenue (54%), commercialization (9%), follow‑on indications (30%), pipeline (10%), BD (10%), and finance/corporate goals (15%) .
- Pay vs performance context: Company cumulative TSR and CAP disclosures indicate stock price volatility is a key driver of CAP over 2020–2024; net income is not used as a performance measure in incentive programs during the covered period .
Related Party Transactions and Say‑on‑Pay
- Related party transactions: 8‑K at hire notes no related‑party transactions involving Edwards requiring disclosure .
- Say‑on‑Pay result: ~68% support at 2024 AGM; Company attributed pressure to one‑time option exchange; maintained overall program with enhanced investor engagement .
Equity Overhang and Vesting Schedules (Insider Supply Signals)
- Upcoming vesting cadence: Annual RSU vests on each anniversary of 9/27 (inducement) and standard annual vests for 1/12 grants; PSU “back‑half” vests on 1‑year anniversaries of certification (e.g., 05/01/2025 for 2/22/2024 PSUs), potentially creating periodic sell‑eligible supply as tranches vest, subject to trading windows and 10b5‑1 plans .
- Options: Large 2023 option grant (240,000 at $5.58) and 2024 option grant (176,000 at $3.64) continue vesting over 4 years; realizable value depends on stock price vs strike .
Investment Implications
- Alignment: Edwards’ package is equity‑heavy with milestone‑linked PSUs and sizable option exposure, aligning value to commercial execution and share price appreciation .
- Retention: Severance terms (9 months base; CIC 12 months base + target bonus; full time‑based equity acceleration in CIC) are standard‑to‑moderate for small/mid‑cap biotech, supporting retention without excessive single‑trigger risk; 280G cutback avoids shareholder‑unfriendly gross‑ups .
- Selling pressure: Vesting schedules (annual RSUs; PSU back‑half on one‑year post‑certification; monthly option vesting) imply periodic liquidity events that can add modest supply near vesting dates, though policy bans hedging/pledging and trading is subject to windows/compliance .
- Governance: Clawback, prohibition on hedging/pledging, independent comp committee with outside consultant, and double‑trigger CIC are positive governance factors; 2024 say‑on‑pay at ~68% highlights some investor scrutiny following the option exchange, albeit not specific to Edwards .
Appendix: Selected Detailed Tables
Outstanding Equity Awards (Edwards) as of 12/31/2024
| Type | Vesting Commencement | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | RSU MV ($) | Unvested PSUs | PSU MV ($) |
|---|---|---|---|---|---|---|---|---|---|
| Options | 10/01/2023 | 70,000 | 170,000 | 5.58 | 09/27/2033 | — | — | — | — |
| Options | 01/12/2024 | 40,333 | 135,667 | 3.64 | 01/12/2034 | — | — | — | — |
| RSUs | 09/27/2023 | — | — | — | — | 45,000 | 626,850 | — | — |
| RSUs | 02/01/2024 | — | — | — | — | 28,000 | 390,040 | — | — |
| PSUs | 02/22/2024 | — | — | — | — | — | — | 30,000 | 417,900 |
Notes: Market values based on 12/31/2024 close of $13.93 . Each award subject to acceleration provisions per severance & CIC agreement .
2024 Grants (Plan‑Based Awards) – Edwards
| Grant Date | Instrument | Target/Qty | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 01/12/2024 | Options | 176,000 | 3.64 | 452,117 |
| 01/12/2024 | RSUs | 28,000 | — | 101,920 |
| 02/22/2024 | PSUs | 60,000 (Target/Max) | — | 577,200 |
Share Ownership (as of 4/15/2025)
| Item | Amount |
|---|---|
| Common held | 39,555 |
| Options exercisable ≤60 days | 23,250 |
| RSUs vesting ≤60 days | 30,000 |
| Beneficially owned | 92,805 (<1%) |
Summary Compensation – Edwards
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 516,419 | 679,120 | 452,117 | 300,311 | 17,178 | 1,965,145 |
| 2023 | 131,254 | 334,800 | 938,855 | 241,883 | 11,055 | 1,657,847 |
Severance & Change‑in‑Control Economics
| Scenario | Cash | COBRA | Equity |
|---|---|---|---|
| Non‑CIC Qualifying Termination | 9 months base salary | Up to 9 months (or cash equivalent) | No automatic acceleration (standard terms apply) |
| CIC Qualifying Termination (−3/+18 months) | 12 months base + 100% target bonus | Up to 12 months (or cash equivalent) | Full acceleration of time‑based equity; performance awards per award terms (≥ target if not specified) |
| CIC Non‑Assumption of Equity | — | — | Unassumed time‑based equity accelerates 100% pre‑CIC; performance per grant terms (≥ target if not specified) |
References: Edwards Employment Agreement/Severance & CIC (offers/exhibits) ; Proxy summary of Edwards terms . Clawback . Hedging/Pledging prohibition . Say‑on‑Pay . Corporate goals . Equity grants/awards . Beneficial ownership .