Linda S. Palczuk
About Linda S. Palczuk
Independent director since 2018 (age 63), Linda S. Palczuk chairs Avadel’s Compensation Committee and serves on the Nominating & Corporate Governance Committee, bringing 30+ years of pharmaceutical/commercial leadership including COO roles and prior CEO experience; she holds a BA in Biology (Franklin & Marshall College) and an MBA (University of Delaware) . She is deemed independent under Nasdaq/SEC standards, and each incumbent director met at least the 75% attendance threshold for 2024 board/committee meetings, with all directors attending the 2024 AGM .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Envara Health, Inc. | Chief Operating Officer and Director | Sep 2019 – Dec 2022 | Medical nutrition technology; executive and board responsibilities |
| Verrica Pharmaceuticals, Inc. | Chief Operating Officer | Feb 2018 – Apr 2019 | Late-stage dermatology-focused biopharma operations leadership |
| Osiris Therapeutics, Inc. | President & Chief Executive Officer | Jul 2017 – Feb 2018 | Regenerative medicines; top-line operating leadership |
| AstraZeneca & legacy companies | VP Mature Brands; VP Global Commercial Excellence; VP Sales & Marketing; VP Sales | Apr 2006 – Mar 2015 (various roles/dates) | Senior commercial/general management across sales, marketing, and brand portfolios |
| Independent Consultant | Business consultant (pharma sector) | Jun 2015 – Jul 2017 | Strategic advisory in pharmaceuticals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Envara Health, Inc. (private) | Director | Sep 2019 – Dec 2022 | Board oversight at medical nutrition company |
| Other public company boards | — | — | None disclosed in AVDL proxy biography |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board affirmed independence for all nominees other than CEO; no charitable contributions above thresholds tied to independent directors in past 3 years .
- Attendance/engagement: Ten board meetings in 2024; each incumbent director ≥75% attendance; all directors attended 2024 AGM .
- Board leadership: Non-executive independent Chair (Geoffrey M. Glass) presides over meetings of non-executive/independent directors .
- Compensation Committee interlocks: Members (including Palczuk) were not officers/employees and had no related-party transactions requiring disclosure; no cross-compensation committee interlocks with executives at other companies in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $84,600 | Includes standard retainers; earned additional cash comp on Dec 17, 2024 for Commercial Oversight Committee participation |
| Annual Board cash retainer (policy) | $52,100 | Non-employee director base retainer (policy implemented July 2024) |
| Committee Chair retainers (policy) | Compensation Chair: $15,000; Nominating Chair: $10,000 | Palczuk is Compensation Chair , Nominating member |
| Committee member retainers (policy) | Compensation Member: $7,500; Nominating Member: $5,000 | Member rates applicable to non-chairs |
Performance Compensation
| Grant Date | Award Type | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Jul 30, 2024 | Stock Option | 11,000 | 100% on 1-year anniversary or next AGM | Included in “Option Awards” disclosure |
| Jul 30, 2024 | Restricted Stock Award | 11,000 | 100% on 1-year anniversary or next AGM | Included in “Stock Awards” disclosure |
| Dec 17, 2024 | Stock Option (Commercial Oversight Committee) | 25,000 | Not disclosed | Part of additional option grant; value included in option awards |
| 2024 Director Compensation Mix | Cash Fees | Option Awards (Fair Value) | Stock Awards (Fair Value) | Total |
|---|---|---|---|---|
| Linda S. Palczuk | $84,600 | $370,380 | $179,520 | $634,500 |
Notes:
- Non-employee director equity policy: annual option (11,000) + RSA (11,000) each year for continuing directors; initial new-director option grant: 49,500, vests in equal annual installments over 3 years (policy; Palczuk joined in 2018) .
- No director meeting fees disclosed; compensation via retainers and annual equity per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in AVDL proxy biography |
| Prior public company boards | Not disclosed (biography lists operating roles) |
| Interlocks/Conflicts | Compensation Committee members (incl. Palczuk) had no relationships/transactions requiring related-party disclosure; no executive compensation committee cross-service noted for 2024 |
Expertise & Qualifications
- Pharmaceutical/biotech operating executive; prior COO and CEO roles; deep commercial strategy, sales/marketing, and brand portfolio leadership .
- Education: BA Biology (Franklin & Marshall), MBA (University of Delaware) .
- Board skills emphasis: compensation oversight, governance, and commercial operations; selected as Compensation Committee Chair .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Breakdown (if disclosed) |
|---|---|---|---|
| Linda S. Palczuk | 297,900 | <1% | Includes: 230,000 options exercisable within 60 days; 56,900 ordinary shares held; 11,000 RSAs vesting within 60 days |
| Shares outstanding (as of Jun 1, 2025) | 96,900,485 | — | Reference for % calculations |
Ownership alignment policies:
- Director Share Ownership & Holding Guidelines: minimum equity equal to at least 3× the annual non-employee director cash retainer (current retainer $52,100), with a five-year phase-in; as of the proxy, all directors met the requirement or were within phase-in .
- Hedging and pledging prohibited for directors under Securities Trading Policy; insider trading policy applies to directors .
Governance Assessment
- Positive signals:
- Independent director with material governance roles (Compensation Chair; Nominating member) .
- Strong shareholder support on say‑on‑pay in 2024 (~90% approval), supportive of Compensation Committee oversight under Palczuk’s chairmanship .
- Clawback policy adopted Oct 2023 compliant with SEC/Nasdaq; anti‑hedging/pledging policy enhances alignment .
- Attendance: each incumbent director ≥75% at board/committee meetings; full AGM attendance in 2024 .
- Formal director ownership guidelines with phase‑in; compliance status satisfactory or within phase-in for all directors .
- Potential conflicts/related party exposure:
- None disclosed for Palczuk; Compensation Committee members had no related-party transactions requiring disclosure; no interlocks with other issuers’ compensation committees in 2024 .
- Engagement/oversight:
- Additional compensation and a 25,000‑share option tied to Board’s Commercial Oversight Committee work in Dec 2024 suggests elevated involvement in commercialization oversight during a pivotal period (not a red flag per se; indicates engagement) .
- RED FLAGS:
- None identified in proxy relating to independence, attendance, related-party transactions, hedging/pledging, or ownership guideline shortfalls .