Peter J. Thornton
About Peter J. Thornton
Independent non‑employee director since 2017; age 60. President & Chief Financial Officer of Envetec Sustainable Technologies Limited (since Jan 2022), former CFO and senior executive across multiple life sciences firms; fellow of Chartered Accountants Ireland; Bachelor of Commerce, University College Cork . Determined independent under Nasdaq and Company standards; currently chairs the Audit Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Envetec Sustainable Technologies Limited | President & CFO | Jan 2022 – Present | Cleantech company; current operating executive |
| Technopath Clinical Diagnostics | Chief Financial Officer | Jan 2014 – Jan 2022 | Acquired by LGC Group in Jan 2021 |
| Alkermes plc | SVP – Business Integration | Sep 2011 – Dec 2013 | Global biopharma; integration leadership |
| Elan Drug Technologies (Elan Corp plc division) | SVP – Corporate & Business Development | Jul 2007 – Sep 2011 | Drug delivery technology; BD leadership |
| Circ Pharma Limited | President & COO | Sep 2006 – Jul 2007 | Specialty pharma operations leadership |
| Agenus Inc. (NASDAQ) | Chief Financial Officer | Jun 2004 – Sep 2006 | Public biotech; CFO experience |
| KPMG (Ireland & France) | Audit/Advisory | ~7 years | International audit background |
External Roles
| Organization | Role | Nature | Committees/Impact |
|---|---|---|---|
| Oculer Limited | Non‑Executive Director | Private company (rapid microbiology testing) | Board oversight |
- No current public company directorships disclosed beyond Avadel Pharmaceuticals plc .
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance Committee .
- Audit Committee qualifications: Board determined he is independent, an “audit committee financial expert” per SEC rules, financially literate, and has accounting/financial management expertise .
- Attendance: In 2024, the Board met 10 times; each incumbent director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 AGM .
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 5 times in 2024 .
- Independence: Board affirmatively determined independence for all nominees other than the CEO in 2025 and 2024 .
- Lead/Chair: Geoffrey M. Glass is independent Non‑Executive Chair of the Board .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $52,100 | Standard non‑employee director retainer |
| Audit Committee Chair fee | $20,000 | Chair retainer |
| Compensation Committee member fee | $7,500 | Member retainer |
| Total cash fees earned | $79,600 | Paid in Euro at applicable FX rate; earned in USD |
- Prior year cash fees (2023): $79,600 .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant‑Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Jul 30, 2024 | Stock options | 11,000 | Included in $145,357 total option FV for 2024 | 100% vests on one‑year anniversary |
| Jul 30, 2024 | Restricted stock award | 11,000 | Included in $179,520 total stock award FV for 2024 | 100% vests on one‑year anniversary |
| Aug 1, 2023 | Stock options | 33,000 | $380,240 | 100% vests on one‑year anniversary |
- 2024 director total compensation: cash $79,600; option awards $145,357; stock awards $179,520; total $404,477 .
- 2023 director total compensation: cash $79,600; option awards $380,240; total $459,840 .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Avadel Pharmaceuticals plc | Director; Audit Chair; Compensation Committee member | Compensation Committee interlocks: none; no related‑party transactions requiring disclosure |
- Related‑party transactions: Company reports no transactions >$120,000 involving any director or immediate family since Jan 1, 2024 (and similarly for period since Jan 1, 2023 in prior proxy) .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; financially literate per Nasdaq standards .
- Professional background: CFO and senior financial/operational roles across public/private life sciences, audit experience (KPMG), Chartered Accountants Ireland fellow .
- Industry experience: Biopharma, diagnostics, drug delivery; integration and business development .
- Education: Bachelor of Commerce, University College Cork (Ireland) .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Jun 1, 2025 | 334,055 | * (<1%) | 230,000 options exercisable within 60 days; 93,055 ordinary shares; 11,000 RSAs vesting within 60 days |
| Jun 1, 2024 | 269,055 | * (<1%) | 186,000 options exercisable within 60 days |
- Director equity grants and ownership guidelines: Non‑employee directors must hold equity ≥3× cash retainer ($52,100), measured vs a five‑year phase‑in; all directors have met requirements or are within phase‑in as of the proxy date .
- Insider trading/hedging/pledging: Company policy prohibits hedging, short sales, trading in puts/calls, and pledging of Company securities by executive officers and directors .
Governance Assessment
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Strengths
- Independent director with deep CFO/audit background; designated audit committee financial expert; chairs Audit overseeing financial reporting, internal controls, and cybersecurity risk management .
- Consistent meeting attendance at/above policy threshold; engaged across two key committees (Audit and Compensation) .
- Transparent director pay structure with modest cash retainer and equity that vests over one year; ownership guidelines in place and met/within phase‑in, supporting alignment with shareholders .
- No director‑related related‑party transactions disclosed; Compensation Committee interlocks explicitly none .
-
Watch‑items
- Director equity awards are time‑vesting (options/RSAs), not performance‑conditioned; while common for directors, it offers limited pay‑for‑performance linkage at the board level .
- Year‑over‑year shift in equity mix: 2024 introduced RSAs alongside smaller option grant FV vs. 2023 larger option FV; monitor dilution and board equity grant practices over time .
- Broader Company signals: 2024 Say‑on‑Pay support ~90% suggests shareholder comfort with compensation, but executive bonus outcomes were reduced in 2024 vs 2023, reflecting performance scrutiny; board oversight continuity is important .
Overall, Thornton’s financial acumen, independence, and Audit Chair role bolster investor confidence, with no apparent conflicts or attendance issues; continued monitoring of director equity grant levels and alignment practices is advisable .