Andrea Corcoran
About Andrea Corcoran
Andrea Corcoran is Chief Financial Officer, Executive Vice President, Legal, and Secretary of Atea Pharmaceuticals (Atea), serving as CFO since October 2020, Secretary since September 2014, and EVP, Legal since December 2013. She is 62 years old and holds a JD from Boston College Law School and a BS from Providence College . Company performance context during her tenure includes cumulative TSR value of $11.04 for a fixed $100 invested since IPO (vs. $108.72 for the NASDAQ Biotechnology Index) as of year-end 2024, with 2024 net loss of $168 million, underscoring the pre-commercial biotech profile and emphasis on R&D milestones over financial metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atea Pharmaceuticals | Chief Financial Officer; Executive Vice President, Legal; Secretary | CFO since Oct 2020; EVP Legal since Dec 2013; Secretary since Sep 2014 | Senior finance leadership; legal/corporate secretary responsibilities at a clinical-stage antiviral company |
| iBio, Inc. | Senior Vice President, Strategy and Finance | 2011–2012 | Strategy and finance leadership at a biotechnology company |
| Tolerx, Inc. | General Counsel and Secretary | 2007–2011 | Legal and corporate governance leadership at a biotech company |
| Idenix Pharmaceuticals, Inc. | Executive Vice President | 1998–2007 | Senior executive role at antiviral-focused biopharma (company later acquired) |
External Roles
- No external public company directorships disclosed for Ms. Corcoran in the 2025 proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 493,319 | 517,984 | 533,524 |
| Target Bonus % of Base | — | — | 40% |
| Target Bonus ($) | — | — | 213,410 |
| Actual Bonus Paid ($) | 226,927 | 181,300 | 170,728 |
| Notes | 2024 corporate achievement assessed at 80% of target, with payouts at 80% |
Performance Compensation
2024 Annual Performance Bonus – Goals and Payout
| 2024 Corporate Goal | Weight | Performance Assessment | Level of Achievement |
|---|---|---|---|
| HCV program milestones (Phase 2 results, EoP2 meeting, Phase 3 initiation, CMC, market research) | 40% | Met Target | 40% |
| COVID-19 program milestones (SUNRISE-3 topline, studies, CMC, market analyses) | 40% | Partial Achievement | 20% |
| Protease inhibitor IND-enabling activities | 5% | Met Target | 5% |
| Corporate (fiscal discipline, staffing, IR/corporate messaging) | 15% | Met Target | 15% |
| Total | 100% | 80% → yielded Ms. Corcoran’s 2024 bonus payout of $170,728 |
2024 Long-Term Equity Awards (Granted Jan 31, 2024)
| Award Type | Grant Date | Quantity/Terms | Vesting | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 1/31/2024 | Threshold 72,250; Target 144,500; Max 289,000 | 3-year performance period (Feb 1, 2024–Jan 31, 2027); cliff-vest upon Committee determination based on clinical/regulatory milestones | — | 601,120 |
| Stock Options | 1/31/2024 | 200,000 options | Monthly vesting over 4 years (fully vested on 4th anniversary) | $4.16 | 612,660 |
Context: In 2024, Atea re-introduced PSUs (replacing 2023 RSUs) to increase pay-for-performance alignment; PSUs account for a significant portion of LTI, with options retained for upside leverage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,598,997 shares (1.8% of outstanding) as of April 22, 2025 |
| Composition | 717,307 common shares; 881,690 stock options exercisable within 60 days |
| Anti-Hedging/Pledging | Executives are prohibited from hedging and from pledging or holding Atea equity in margin accounts per Insider Trading Compliance Policy |
| 2024 Option Activity | No options exercised; RSUs vested: 44,367 shares; value on vest $184,567 |
| Outstanding Awards (12/31/2024) – Options | 2024 grant: 45,833 exercisable / 154,167 unexercisable; $4.16; exp. 1/30/2034 . 2023 grant: 89,268 / 97,032; $4.63; exp. 1/30/2033 . 2022 grant: 131,979 / 49,021; $7.14; exp. 1/30/2032 . Earlier grants also outstanding . |
| Outstanding Awards (12/31/2024) – RSUs/PSUs | Unvested RSUs: 88,733 (MV $297,256 at $3.35) . PSUs at target: 144,500 (2024 award; MV $484,075); 21,000 (2022 award; MV $70,350) . |
Employment Terms
| Scenario (assumed event date 12/31/2024) | Cash Severance | Benefits (COBRA) | Bonus Treatment | Equity Acceleration | Total (Estimated) |
|---|---|---|---|---|---|
| Qualifying termination (no change in control) | 12 months base salary: $533,524 | 12 months: $10,547 | Prior-year unpaid bonus only | None (time-based only under CIC double-trigger) | $544,071 |
| Qualifying termination upon/within 12 months after a change in control (double-trigger) | 18 months base salary: $800,286 | 18 months: $21,255 | Prior-year unpaid bonus + prorated current-year target: $213,410 | Additional: 1.5x target bonus = $320,114; 100% acceleration of time-based equity; PSUs vest at target upon CIC | $2,277,096 (includes equity acceleration valued at $922,031 and cash components) |
Definitions: “Cause” and “Good Reason” as defined in employment agreements; CIC severance includes salary continuation, health benefits, and bonus multiples; CIC equity treatment includes acceleration of time-based awards; PSUs vesting at change in control equals greater of target or performance-to-date determination .
Clawback: A Dodd‑Frank/Nasdaq-compliant compensation recovery policy applies to both cash and equity incentives (effective Oct 2, 2023) .
Perquisites/Deferred/Pension: No perquisites in 2024; no nonqualified deferred compensation; no defined benefit pension participation .
Compensation Structure Observations
- Mix shift and performance rigor: PSUs were reintroduced in 2024 (vs. RSUs in 2023), with R&D milestone metrics over a 3-year window (Feb 2024–Jan 2027), reinforcing long-term alignment; options remain for upside leverage .
- Annual bonus linkage: 2024 goals and outcomes were formulaic (80% achievement), no discretionary adjustments; target bonus for CFO held at 40% of base, consistent with market-informed design .
- Governance safeguards: Anti-hedging/pledging policy and clawback policy reduce misalignment and risk-taking incentives .
- Peer benchmarking: Aon advised the Compensation Committee on philosophy, peer group, and market data; peer group targeted companies with similar stage, headcount, and market cap .
Investment Implications
- Alignment and retention: The 2024 PSU grant (target 144,500; cliff-vest after the three-year performance period) and monthly vesting options (200,000 at $4.16) create multi-year retention hooks and performance gating; this reduces near-term cash comp pressure but can introduce 2027 event risk upon PSU certification .
- Selling pressure watch-outs: While pledging/hedging are prohibited, monthly option vesting can add supply into trading windows; monitor Form 4s around earnings windows and material events for actual selling behavior (no option exercises in 2024; RSU vesting occurred) .
- Pay-for-performance posture: 2024 bonus paid at 80% of target based on disclosed program outcomes, and 2024 equity tilted to PSUs, signaling compensation discipline tied to pipeline milestones rather than short-term financials .
- Change-in-control economics: Double-trigger CIC benefits include 1.5x target bonus, 18 months salary/benefits, and full acceleration of time-based equity; PSUs vest at least target on CIC, which could be material for realized pay if a transaction occurs near/after performance determination .
- Performance backdrop: Company TSR since IPO (value of $11.04 on $100) and 2024 net loss of $168 million reflect pre-commercial status; pay design’s emphasis on milestone PSUs is appropriate for value inflection tied to Phase 3 HCV execution .
Overall, Ms. Corcoran’s incentives are tightly linked to clinical and regulatory value creation with robust governance safeguards (anti-pledging/hedging, clawback). Retention risk appears mitigated by multi-year PSU/option vesting and CIC protections; potential trading signal catalysts cluster around PSU performance determinations (early 2027), CIC scenarios, and standard vesting/earnings windows .