Gregory J. Divis
About Gregory J. Divis
Gregory J. Divis (age 58) is Chief Executive Officer and a Director of Avadel Pharmaceuticals plc (AVDL). He became Interim CEO in January 2019 and was appointed CEO and Director in June 2019, after serving as EVP & Chief Commercial Officer (Jan 2017) and COO (Mar 2018) at Avadel; he previously served as an Executive in Residence at Linden Capital Partners and is a graduate of the University of Iowa . Under his tenure, AVDL’s net product revenue grew from $27.96M in FY2023 to $169.12M in FY2024, while cumulative shareholder return (value of $100 invested 12/31/2019) stood at $145.17 at FY2024 year-end; FY2024 net loss was $(48.83)M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Avadel Pharmaceuticals plc | Chief Executive Officer; Director | Jun 2019–present | Executive leadership; only management director on board |
| Avadel Pharmaceuticals plc | Interim Chief Executive Officer | Jan–May 2019 | CEO transition leadership |
| Avadel Pharmaceuticals plc | Chief Operating Officer | Mar 2018–Jun 2019 | Senior operations leadership |
| Avadel Pharmaceuticals plc | EVP & Chief Commercial Officer | Jan 2017–Mar 2018 | Senior commercial leadership |
| Linden Capital Partners | Executive in Residence | Pre-2017 (not dated) | Private equity operating role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Divis . |
Fixed Compensation
Multi-year summary (as reported):
| Metric (USD) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary | $561,144 | $600,000 | $651,600 |
| Target Bonus % of Base | — | — | 60% |
| Target Bonus ($) | — | — | $390,960 |
| Actual Bonus Paid | $168,343 | $360,000 | $0 |
| Other Compensation | $24,200 | $25,200 | $25,800 (incl. $13,800 401k; $12,000 auto allowance) |
Compensation structure: three components—base salary, annual cash incentive, and equity (options/RSUs/PSUs) with independent consultant (Aon) advising; 2024 executive pay reviewed against a defined peer group (see “Compensation Committee Analysis”) .
Performance Compensation
2024 annual incentive design and outcome:
- Corporate goals: (1) LUMRYZ launch revenue and patient demand; (2) execution of financial strategy and organizational plan; (3) portfolio/pipeline execution .
- Committee’s 2024 corporate performance score: 50% .
- CEO payout: Committee exercised discretion to pay $0 to Mr. Divis for 2024 .
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| 2024 Corporate performance score | Not disclosed | 100% framework | 50% corporate score; CEO payout $0 | Paid following FY close; CEO discretionary outcome $0 |
| PSUs (2023 grants) | Not disclosed | Multi-period | 1/3 tied to 2H’23 forfeited Feb 2024; remaining 2/3 tied to 2024 forfeited Feb 2025 | Forfeitures disclosed; no payout |
Equity grants to CEO in 2024:
| Grant Date | Instrument | Shares/Units | Exercise/Grant Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 2/20/2024 | Stock Options | 600,000 | $13.57 | 150,000 on each of Feb 20, 2025–2028 (time-based) | 2/20/2034 |
2024 realizations:
- Options exercised by CEO in 2024: None .
- Shares vested for CEO in 2024: None .
Equity Ownership & Alignment
As of June 1, 2025:
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,201,600 shares (2.2% of class) |
| Components | 2,032,500 options exercisable within 60 days; 159,100 shares held directly; 10,000 shares in Gregory J. Divis Jr. Revocable Trust |
| Shares outstanding basis | 96,900,485 ordinary shares (June 1, 2025) |
| Vested vs. unvested | Extensive vested options; key unvested blocks include 600,000 options (2024 grant) vesting 2025–2028; 77,500 options from 2021 vest 12/7/2025 |
| Pledging/Hedging | Prohibited for executives under company policy |
| Ownership guidelines | Non-employee director ownership guideline = 3x director cash retainer; no executive ownership guideline disclosed |
Potential selling pressure indicators:
- Upcoming vesting events: 150,000 CEO options vest on 2/20/2026–2028 (and 150,000 vested on 2/20/2025), plus 77,500 vesting on 12/7/2025; large exercisable option balance (2,032,500) may create event-driven liquidity windows, subject to company trading windows and policy .
Employment Terms
Key economics and protections (CEO):
| Scenario | Cash Severance | COBRA | Equity Acceleration | Notes |
|---|---|---|---|---|
| Termination without Cause / Resign for Good Reason (non-CIC) | 1.5x base salary = $977,400 (based on FY2024 base) | 18 months = $59,202 | None | Paid in installments; standard release required |
| Termination without Cause / Resign for Good Reason (during CIC period) | 1.5x base + highest of target/actual bonus = $1,368,360 | 18 months = $59,202 | 100% of unvested equity vests; vested options exercisable for 18 months (cap at original term) | CIC period: 6 months prior to and 18 months post-change in control |
Definitions and policies:
- Good Reason/Cause definitions detailed in executive agreements .
- No tax gross-ups; company has Dodd-Frank-compliant Clawback Policy (Oct 2023) for recoupment upon restatement .
- Securities trading policy prohibits pledging/hedging by executives and directors .
Performance & Track Record
Company performance (Pay vs Performance disclosure):
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | $92.40 | $110.77 | $98.90 | $195.03 | $145.17 |
| Peer Group TSR (Value of $100) | $126.98 | $126.42 | $111.66 | $115.84 | $114.25 |
| Net Income (Loss) | $7.03M | $(77.33)M | $(137.46)M | $(160.28)M | $(48.83)M |
| Net Product Revenue | $22.33M | — | — | $27.96M | $169.12M |
Observations:
- FY2024 revenue inflected materially to $169.1M, consistent with LUMRYZ commercialization, while net loss narrowed to $(48.8)M; TSR normalized from FY2023 highs but remained above peer TSR over the multi-year horizon shown .
Legal/controversy check:
- Company discloses no material legal proceedings for officers/directors under Item 401(f) over past 10 years .
Board Governance
- Dual-role status: Mr. Divis is CEO and a Director; all other nominees except the CEO are independent. The non-executive Chair (Geoffrey M. Glass) is independent, mitigating CEO/Chair concentration risk .
- Committee roles: As CEO-director, no committee assignments disclosed; independent directors chair Audit (Thornton), Compensation (Palczuk), and Nominating & Corporate Governance (Ende) .
- Board attendance: Ten board meetings in FY2024; all incumbents met ≥75% attendance; all directors attended the 2024 AGM .
Director Compensation (context)
- Non-employee director pay policy: cash retainers (Board: $52,100; Non-Exec Chair +$35,000; committees add’l), plus annual equity (11,000 options + 11,000 RSAs) with one-year vest; initial option 49,500 for new directors. These do not apply to employee directors (e.g., CEO) .
Compensation Committee Analysis
- Independent consultant: Aon (Human Capital Solutions) advises the Committee; no conflicts found .
- 2024 peer group: Amicus, Anika, Arcutis, Ardelyx, Axsome, Catalyst, Collegium, Deciphera, Dynavax, Harmony, Harrow, Liquidia, Mirum, Rhythm, Sage, TG Therapeutics .
- Risk assessment: Committee concluded pay programs are not likely to encourage excessive risk-taking; anti-hedging/pledging policy in place .
- Say-on-pay: ~90% approval at 2024 AGM; say-on-pay frequency every two years—next vote in 2026 .
Detailed Equity and Vesting Schedule (CEO)
| Grant | Shares | Price | Vesting | Expiry |
|---|---|---|---|---|
| 12/07/2021 Options | 310,000 total; 232,500 already exercisable; 77,500 unvested | $8.20 | 77,500 vest 12/7/2025 | 12/7/2031 |
| 02/20/2024 Options | 600,000 | $13.57 | 150,000 on 2/20 each year 2025–2028 | 2/20/2034 |
No CEO exercises or vestings reported in 2024 .
Equity Ownership Breakdown (CEO) — As of June 1, 2025
| Category | Count |
|---|---|
| Options exercisable within 60 days | 2,032,500 |
| Ordinary shares (direct) | 159,100 |
| Trust-held shares | 10,000 |
| Total beneficial | 2,201,600 (2.2% of class) |
Employment & Change-in-Control Provisions (CEO) — Quantified
| Component | Non-CIC Termination | CIC Termination |
|---|---|---|
| Cash severance | $977,400 (1.5x base) | $1,368,360 (1.5x base + bonus per agreement) |
| COBRA | $59,202 (18 mos) | $59,202 (18 mos) |
| Equity acceleration | — | $179,025 intrinsic value at 12/31/2024 ($10.51/share) |
Definitions: Good Reason/Cause, CIC window (−6 to +18 months), and post-termination option exercise (up to 18 months, within original term) per executive agreements .
Governance Policies Relevant to Alignment
- Insider trading policy: prohibits hedging and pledging by executives/directors; governs trading windows .
- Clawback: Dodd-Frank/Nasdaq-compliant policy adopted Oct 2023; 3-year recoupment of excess incentive compensation upon restatement .
- Board independence: All directors standing for election except CEO are independent under Nasdaq/SEC and company standards .
Investment Implications
- Pay-for-performance alignment: 2024 CEO annual bonus set to $0 despite a 50% corporate score, signaling committee discretion and sensitivity to overall outcomes; the package tilted heavily to long-dated options (600,000 at $13.57, vesting 2025–2028) aligns upside with multi-year value creation .
- Retention and overhang: Large unvested option tranche plus sizeable vested option balance (2.03M exercisable) create both retention hooks and potential event-driven supply around vestings/exercises; policy limits (no pledging/hedging, trading windows) reduce governance risk .
- Change-of-control economics: Moderate cash severance (1.5x base; bonus in CIC) with full equity acceleration is standard for small/mid-cap biotech; presents potential dilution and payout risk in strategic transactions, but also preserves management neutrality .
- Performance trajectory: FY2024 revenue inflection (to $169.1M) post-launch supports option-value realization potential; however, TSR retraced from FY2023 highs and net income remained negative—sustained commercial execution is the key lever for alignment payoffs .
All information above is sourced from Avadel Pharmaceuticals plc’s 2025 DEF 14A and 2024 Form 10-K exhibits as cited.