Polly Murphy
About Polly Murphy
Polly A. Murphy, DVM, PhD is an independent director of Atea Pharmaceuticals (AVIR), serving since 2020 and currently age 60. She chairs the Nominating and Corporate Governance Committee and sits on the Strategy and Public Policy Committee, bringing 30+ years of biopharma leadership across Pfizer, UroGen, and Avadel; her education includes a DVM and PhD from Iowa State University and an MBA from Nova Southeastern University . The Board has affirmatively determined she is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avadel Pharmaceuticals plc | Chief Business Officer | 2024–present | Directs strategy, BD, new product planning |
| UroGen Pharmaceuticals, Inc. | Chief Business Officer | 2020–2024 | Led commercial development, BD, strategy for in-line and pipeline meds |
| Pfizer, Inc. | Head, Oncology Early Commercial Development | 2019–2020 | Pipeline development and commercialization perspective |
| Pfizer, Inc. | Head, Oncology Global Marketing & Commercial Development | 2017–2018 | Global oncology commercialization experience |
| Pfizer, Inc. | Head, Strategy & Business Development (China) | 2013–2017 | China strategy, BD leadership |
| Pfizer, Inc. | Multiple BD roles incl. VP, Worldwide R&D BD | 2008–2013 | Strategic BD for R&D |
| The Scripps Research Institute | SVP, Business & Scientific Services | 2005–2008 | Licensing, commercialization, BD |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Celcuity, Inc. (CELC) | Director | 2022–present | Other public company directorship |
| Avadel Pharmaceuticals plc | Chief Business Officer | 2024–present | Executive role (no board seat) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Strategy & Public Policy .
- Independence: Confirmed independent under Nasdaq rules .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Board structure: Independent Lead Director (Franklin Berger) and regular executive sessions of independent directors .
- Committee activity: Nominating & Corporate Governance met 1 time; Strategy & Public Policy met 1 time in 2024 .
Fixed Compensation
| Component | Program Terms (effective June 20, 2024) | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 | Increased from $40,000 pre-6/20/2024 |
| Nominating & Corporate Governance Chair Fee | $10,000 | Chair fee |
| Strategy & Public Policy Member Fee | $10,000 | Committee membership fee |
| Audit/Comp/NCG Member Fees | $10,000 / $7,500 / $5,000 | Program-level disclosure |
| 2024 Actual Cash Fees (Polly Murphy) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $62,708 |
- Cash fees are paid quarterly in arrears and prorated for partial service periods .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date FV ($) | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSUs (Annual) | 6/21/2024 | 29,600 | $101,824 | n/a | Single installment at earlier of 1st anniversary or next annual meeting, subject to service | n/a |
| Stock Options (Annual) | 6/21/2024 | 41,200 | $92,490 | $3.44 | 12 equal monthly installments over 1 year, subject to service | 10 years from grant |
- Director equity acceleration: All outstanding initial and annual director awards vest in full immediately prior to a change in control (single-trigger for directors) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Celcuity, Inc. (CELC) | Director (public company) | No AVIR-disclosed related party transactions; different therapeutic focus (oncology diagnostics) |
| Avadel Pharmaceuticals plc | Chief Business Officer | Executive role; no AVIR-disclosed transactions; different market (sleep medicine/narcolepsy) |
Expertise & Qualifications
- Deep commercial and BD track record across global pharma (Pfizer) and biopharma (UroGen, Avadel), with oncology and R&D commercialization experience .
- Governance capability and board leadership (chairs NCG), providing oversight on refreshment, independence, and board composition .
- Scientific grounding (DVM, PhD) and MBA, aligning with AVIR’s antiviral development strategy .
Equity Ownership
| Ownership Category | Amount | Notes |
|---|---|---|
| Common Shares Owned | 56,445 | Direct holdings |
| RSUs vesting within 60 days | 29,600 | Included in beneficial ownership calc |
| Options exercisable within 60 days | 263,239 | Included in beneficial ownership calc |
| Total Beneficial Ownership | 349,284 | As of April 22, 2025 |
| Ownership % of Outstanding | <1% | 85,579,475 shares outstanding |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging transactions by directors .
- Outstanding director awards at 12/31/2024 for Polly: 29,600 stock awards and 263,239 options .
Governance Assessment
-
Strengths:
- Independence and leadership as NCG Chair; active role in board composition and governance principles .
- Clear equity alignment via annual RSUs and options; anti-hedging/anti-pledging policy reduces misalignment risk .
- Board-wide engagement with shareholders and structured feedback informing compensation and governance actions .
-
Watch items / potential red flags:
- Single-trigger acceleration of all director awards upon change in control is shareholder-unfriendly compared to double-trigger structures; reduces retention incentive post-transaction .
- Limited committee meeting frequency in 2024 (NCG and SPP met once each) could raise oversight sufficiency questions, though overall board attendance met ≥75% .
- Multiple external commitments (Celcuity directorship and Avadel CBO role) warrant continued monitoring for time/attention constraints; no related-party transactions disclosed with AVIR .
-
Compensation and alignment:
- 2024 director total compensation of ~$257K for Polly, split across cash ($62.7K) and equity (RSUs ~$101.8K; options ~$92.5K), reflects standard small-cap biopharma practice; program-level increases effective mid-2024 were modest .
- Equity vests over short horizons (12 months for options; ≤1 year for RSUs), providing near-term alignment but less long-term hold requirements; no director-specific ownership guideline disclosed .
-
Independence/attendance:
- Independence affirmed under Nasdaq rules; board attendance thresholds met; independent directors meet in executive session and lead independent director structure in place .