Jean-Pierre Sommadossi
About Jean-Pierre Sommadossi
Jean-Pierre Sommadossi, PhD (age 69), is Founder, President, CEO, and Chairman of Atea Pharmaceuticals; he has served as a director since 2014 and currently holds no board committee assignments . He holds a PharmD and PhD from the Faculty of Pharmacy in Marseille, completed post-doctoral work at the National Cancer Institute and Medical College of Virginia, and is credited with 155+ U.S. patents and 160+ peer-reviewed publications . Since Atea’s IPO (Oct 30, 2020), total shareholder return (TSR) was $11.04 on a $100 initial investment by year-end 2024, versus $108.72 for the NASDAQ Biotechnology Index; 2024 net loss was $168 million . The board leadership structure combines CEO and Chairman roles with a designated Lead Independent Director to mitigate governance concentration risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atea Pharmaceuticals, Inc. | Founder, CEO, Chairman | 2012–present | Leads strategy and operations; deep antiviral R&D leadership |
| Idenix Pharmaceuticals, Inc. | Founder, CEO, Chairman | 1998–2010 | Built antiviral platform; company later acquired (value creation precedent) |
| Pharmasset, Inc. | Co-Founder | 1998 | Co-founded leading antiviral developer; later acquired (industry validation) |
| University of Alabama at Birmingham (UAB) | Professor/Program Director (AIDS Pharmacology) and prior academic roles | 1985–2000 | Established scientific credentials in pharmacology and virology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kezar Life Sciences, Inc. (KZR) | Chair, Board | 2015–2022 | Public biopharma directorship |
| ABG Acquisition Corporation (ABGI) | Director | 2021–2023 | Public SPAC directorship |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2022 | 650,000 |
| 2023 | 683,000 |
| 2024 | 703,490 (3% increase) |
Performance Compensation
Annual Performance-Based Cash Incentive (2024)
| Metric | Weight | Assessment | Achievement |
|---|---|---|---|
| HCV program (Phase 2 completion/results; EOP2 meeting; FDC selection; Phase 3 initiation; DDI/resistance studies; CMC; market research) | 40% | Met Target | 40% |
| COVID-19 program (SUNRISE-3 P3; topline; clinical pharmacology; CMC; commercial analyses) | 40% | Partial Achievement | 20% |
| Protease Inhibitor (IND-enabling activities) | 5% | Met Target | 5% |
| Corporate (fiscal discipline, reporting, staffing alignment, investor communications) | 15% | Met Target | 15% |
| Total | 100% | — | 80% |
- CEO Target bonus: 60% of base; payout at 80% of target → $337,675 cash paid for 2024 performance .
Long-Term Equity (granted Jan 31, 2024)
| Instrument | Quantity | Grant-date/Plan Economics | Vesting |
|---|---|---|---|
| PSUs (target) | 430,000 | Fair value $1,788,800; PSU metrics are multi-year R&D/regulatory milestones over 3 years | Cliff-vest based on performance after period ending Jan 2027 |
| Stock Options | 448,000 | Fair value $1,372,358; exercise price $4.16 | Monthly vesting over 48 months (fully vested at 4 years) |
- CEO 2024 target pay mix: 84% at-risk; ~50% of CEO long-term equity in PSUs (increased performance leverage) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,918,007 shares (10.1% of outstanding) |
| Direct/indirect holdings breakdown | Includes 300,940 common shares and 2,751,042 options exercisable within 60 days; also manager of JPM Partners LLC holding 5,866,025 shares (shared beneficial ownership) |
| Outstanding awards (year-end 2024) | 2024 PSUs: 430,000 target; 2022 PSUs: 199,035 target; 2023 RSUs outstanding: 346,933 |
| 2024 option stack examples | 102,666 exercisable / 345,334 unexercisable @ $4.16 (1/31/2024 grant); multiple earlier grants outstanding |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors and officers (reduces forced-sale risk) |
| Trading plans | Directors/officers may use Rule 10b5-1 plans; additional trades allowed only when not in possession of MNPI and per policy |
| 2024 insider exercises/vesting | No option exercises by NEOs in 2024; CEO had 173,467 RSUs vest ($721,623 value realized) |
Employment Terms
- Severance (non–change-in-control): If terminated without cause or for good reason, CEO receives 18 months salary continuation, prior year unpaid bonus, and up to 18 months COBRA subsidy, subject to release; equity generally follows standard post-termination rules .
- Change-in-control (double-trigger; CEO window extends to terminations within 3 months prior to CoC and 12 months post-CoC): 24 months salary continuation; prior-year unpaid bonus; prorated current-year bonus; 2.0x target bonus; up to 24 months COBRA subsidy; full acceleration of time-based equity; PSUs vest at greater of target or actual (as determined at CoC) .
Illustrative CEO Payouts if Terminated in Connection with CoC (as of 12/31/2024)
| Component | Amount ($) |
|---|---|
| Salary continuation (24 months) | 1,406,980 |
| Prorated/target bonus components | 422,094 prorated + 844,188 (2x target) |
| Benefits continuation | 43,656 (24 months est.) |
| Equity acceleration (time-based; PSUs at target) | 3,936,260 |
| Total | 6,653,178 |
- Definitions of “cause” and “good reason” include refusal to perform duties, material breach, certain criminal conduct, willful misconduct, compensation reductions, material diminution in authority, significant relocation, or company breach (with notice/cure periods) .
- Clawback: Policy compliant with SEC/Nasdaq; applies to cash and equity incentives upon a restatement (3-year lookback) .
Board Governance
- Roles: Combined Chairman and CEO (Sommadossi); Board determined combined role is optimal currently; Lead Independent Director (Franklin Berger) presides in executive sessions and approves agendas/schedules .
- Independence: 7 of 8 current directors are independent; CEO is not independent .
- Committee structure: All committees (Audit; Compensation; Nominating & Corporate Governance; Strategy & Public Policy) fully independent; CEO serves on none .
- Board service history: Director since 2014; current Class I director term ending 2027 .
- Attendance: Board met 5 times in 2024; all directors met ≥75% attendance; all directors attended 2024 annual meeting .
Compensation Committee Analysis
- Committee members: Franklin Berger (Chair), Bruno Lucidi, Bruce Polsky .
- Independent consultant: Aon (Human Capital Solutions) advises on design, peer group, levels; Compensation Committee assessed Aon independence and found no conflicts .
- Philosophy and design: Emphasis on at-risk pay (84% of CEO target pay at risk); re-introduced PSUs in 2024 to strengthen pay-for-performance; annual bonus tied to preset operational goals; no guaranteed bonuses .
- Peer group and market data: Committee uses a defined peer group and Radford surveys; focuses on similarly sized, stage, and talent-market biopharmas; no strict benchmarking but used as a reference .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 invested (Company TSR) | 137.71 | 29.47 | 15.85 | 10.05 | 11.04 |
| Value of $100 invested (Peer Group TSR) | 116.28 | 116.31 | 104.54 | 109.34 | 108.72 |
| Net Income ($MM) | (11) | 121 | (116) | (136) | (168) |
- Strategic actions under his leadership: Initiated HCV Phase 3 program in 2025; workforce reduction of ~25% (expected ~$15M savings through 2027); engaged an investment bank to review strategic alternatives; announced $25M buyback in April 2025 .
Director Service and Compensation (as a Director)
- Director role: President, CEO, and Chair; not an independent director; no committee assignments .
- Dual-role implications: Company cites unified leadership benefits with safeguards via independent Lead Director and independent committees .
Related Party Transactions, Hedging/Pledging, and Policies
- Related party transactions policy in place and overseen by Audit Committee; no specific related party transactions disclosed beyond standard indemnification .
- Anti-hedging/anti-pledging policy prohibits hedging and pledging by directors and officers; Insider Trading Policy governs trading windows and 10b5-1 plan usage .
Investment Implications
- Alignment: High insider ownership (10.1%) and prohibition on hedging/pledging support alignment and reduce forced-sale risk; CEO did not exercise options in 2024, though RSUs vested, indicating limited near-term selling pressure from exercises .
- Incentive design: 2024 shift to PSUs (3-year R&D milestones through Jan 2027) heightens long-term performance leverage; watch PSU performance determinations in 2027 as a potential compensation and trading catalyst .
- Governance risk: Combined CEO/Chair role concentrates power; mitigants include Lead Independent Director and fully independent committees; nevertheless, investors may discount for governance structure until outcomes validate strategy .
- Change-in-control optionality: Double-trigger CIC with 24 months salary and 2x target bonus plus equity acceleration could be material in a transaction scenario; board-initiated “strategic alternatives” review elevates probability of corporate actions that may crystallize value (or entrench costs) .
- Performance over tenure: TSR since IPO significantly lagged biotech peers; 2024 bonuses paid at 80% reflect mixed program execution (HCV met targets; COVID-19 partial), reinforcing focus on pipeline milestones as the key driver of pay outcomes and shareholder returns .