Alane Barnes
BIOCRYST PHARMACEUTICALSAbout Alane Barnes
Alane P. Barnes, age 59 as of April 14, 2025, is Chief Legal Officer and Corporate Secretary of BioCryst; she joined in September 2006 as General Counsel, was named Corporate Secretary in 2007, VP GC & Corporate Secretary in 2011, became an executive officer in 2013, and has served as CLO since 2018. She holds a J.D. (magna cum laude) from Cumberland School of Law (1997) and a B.S. in Natural Science from UAB; responsibilities include SEC compliance, governance, IP strategy, licensing, government contracts, and dispute resolution . Pay-versus-performance emphasizes ORLADEYO sales as the Company-Selected Measure and uses TSR in comparisons, aligning executive incentives with commercial performance; specific TSR values are not disclosed in the cited sections .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioCryst Pharmaceuticals | General Counsel; Corporate Secretary; VP GC & Corporate Secretary; Chief Legal Officer & Corporate Secretary | 2006–present (CLO since 2018) | Led legal/SEC, governance, IP strategy, licensing, government contracts; executive officer since 2013 |
| UAB Research Foundation | IP management, licensing transactions, company creation | Pre-2006 | Managed IP portfolio, negotiated licenses, supported spinouts |
| Birmingham law firm | Corporate lawyer | Pre-UAB | Corporate legal practice supporting business transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Research Triangle Area Association of Corporate Counsel | Board Member | Not disclosed | Ongoing regional governance/ACC leadership |
| Conferences (industry, women’s leadership) | Speaker | Not disclosed | Regular speaking on pharmaceutical business and women’s success |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $457,200 | $495,700 | $525,442 | $542,519 |
| AIP Target (% of Salary) | — | 60% | 60% | 60% (maintained for 2025; unchanged except CCO) |
Notes: In 2024, base salaries generally increased 4% (Ms. Barnes +6%) . For 2025, NEO salaries generally increased ~3.25% (Ms. Barnes +3.25% to $542,519) .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
- Structure: 100% contingent on corporate performance against pre-set objectives; Committee may size pool from 0 to above target based on overall results; individual payouts based on company performance .
- 2023 targets were increased to strengthen pay-for-performance; Barnes target remained 60% in 2023–2025 .
| AIP Actual Cash Payout ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Alane P. Barnes | $182,880 | $282,549 | $472,898 |
Long-Term Equity Awards (granted annually; 4-year time-based vesting, 25% per year; options 10-year term)
| Year | Grant Date | Instrument | Shares/Options | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 12/19/2024 | Stock Options | 250,100 | $7.39 | $1,334,133 | 25% on each anniversary over 4 years; 10-year term |
| 2024 | 12/19/2024 | RSUs | 120,700 | — | $891,973 | 25% on each anniversary over 4 years |
| 2023 | 12/14/2023 | Stock Options | 158,500 | $6.43 | $725,803 | 25% on each anniversary over 4 years; 10-year term |
| 2023 | 12/14/2023 | RSUs | 64,000 | — | $411,520 | 25% on each anniversary over 4 years |
2024 realized vesting: 38,250 RSUs vested for Barnes (value $286,833) .
Equity Ownership & Alignment
- Beneficial ownership (April 14, 2025): 1,464,403 shares; less than 1% of outstanding .
- Of this, 1,249,376 shares are issuable upon exercise of options exercisable as of or within 60 days of April 14, 2025 .
- Shares outstanding basis used by company: 209,207,928 as of April 14, 2025 .
- Stock ownership guidelines: Leadership Team (incl. Barnes) must hold ≥1x base salary (CEO 3x; directors 3x cash retainer); compliance measured each Dec 31; all Covered Individuals were compliant as of Dec 31, 2024 .
- Anti-hedging: Prohibits short sales and most hedging instruments; derivative transactions only with approval of the Insider Trading Compliance Officer (the CLO) .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 1/1/2015 | 23,200 | — | 12.16 | 1/1/2025 | — | — |
| 12/29/2015 | 43,997 | — | 10.82 | 12/29/2025 | — | — |
| 5/23/2016 | 91,004 | — | 3.22 | 5/23/2026 | — | — |
| 2/27/2017 | 150,000 | — | 5.51 | 2/27/2027 | — | — |
| 12/20/2017 | 62,500 | — | 5.04 | 12/20/2027 | — | — |
| 12/20/2018 | 190,000 | — | 7.06 | 12/20/2028 | — | — |
| 12/17/2019 | 190,000 | — | 3.23 | 12/17/2029 | — | — |
| 12/15/2020 | 280,000 | — | 8.31 | 12/15/2030 | — | — |
| 12/14/2021 | 123,000 | 41,000 | 11.43 | 12/14/2031 | 13,750 | $103,400 |
| 12/19/2022 | 79,250 | 79,250 | 10.63 | 12/19/2032 | 17,000 | $127,840 |
| 12/14/2023 | 39,625 | 118,875 | 6.43 | 12/14/2033 | 48,000 | $360,960 |
| 12/19/2024 | — | 250,100 | 7.39 | 12/19/2034 | 120,700 | $907,664 |
Notes: RSU values at 12/31/2024 based on $7.52 close; no value shown for options with strike > $7.52 at that date .
Employment Terms
- Standard severance (without Cause or Constructive Termination): 12 months base salary continuance, 1x target AIP bonus paid over 12 months, and up to 12 months COBRA premium payments, subject to release and other conditions .
- Change-in-control (double-trigger): For NEOs other than CEO, benefits triggered if terminated without Cause or Constructively Terminated within six months following a Change of Control; options/RSUs accelerate if not assumed or upon double-trigger if assumed; options expire 10 years; RSUs and options vesting mechanics described below .
- Definitions: “Cause” and “Constructive Termination” defined in employment letters; Constructive Termination includes material duty reduction, material salary cut (not broadly applied), or relocation >50 miles within six months post-CoC .
- Clawback: Nasdaq 10D-1 compliant restatement-based recovery for 3 prior fiscal years .
- Plan features: Double-trigger vesting, no repricing without shareholder approval, no gross-ups, 1-year minimum vesting (5% carve-out), and annual individual award limits .
Severance Economics (as of 12/31/2024; illustrative per proxy methodology)
| Scenario | Base Salary | Target Bonus | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Termination w/o Cause or Constructive Termination | $525,442 | $315,265 | $32,167 | — | $872,874 |
| Death | — | — | — | $162,087 | $162,087 |
| Change in Control + Termination | $525,442 | $315,265 | $32,167 | $1,661,951 | $2,534,825 |
Compensation Structure Analysis
- Mix and leverage: Barnes’ target annual cash incentive equals 60% of salary; actual AIP payouts have scaled meaningfully with corporate results ($183k in 2022; $283k in 2023; $473k in 2024), evidencing a high degree of performance leverage .
- Equity design: Awards are time-based RSUs and stock options (no PSUs disclosed), with December grants at market exercise prices and 25% annual vesting; options provide upside only if the stock appreciates, while RSUs add retention and alignment .
- Pay versus performance: Company-Selected Measure in PVP is ORLADEYO product sales; TSR used for comparisons, indicating direct linkage to commercial performance and shareholder outcomes .
- Governance: Double-trigger vesting on CoC, clawback in place, prohibition on hedging and most derivative strategies; no repricing/gross-ups—shareholder-friendly features .
Vesting Schedules and Potential Selling Pressure
- Time-based vesting cadence: 2024 grants vest 25% on each of the first four anniversaries of 12/19/2024 (initial tranche in December 2025), applying to 120,700 RSUs and 250,100 options, subject to continued service .
- 2023 grants similarly vest on each anniversary of 12/14/2023 (RSUs 64,000; options 158,500) .
- 2024 vested RSUs: 38,250 shares vested for Barnes in 2024 (cash value realized upon vesting $286,833), a data point for periodic supply/withholding but not necessarily open market sales .
- As of April 14, 2025, 1,249,376 options were exercisable or became exercisable within 60 days, representing potential liquidity but actual trading depends on window/policy constraints and personal decisions .
Equity Ownership & Pledging
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,464,403 shares; <1% of class as of 4/14/2025 |
| Options (exercisable within 60 days of 4/14/2025) | 1,249,376 shares underlying options |
| Shares Outstanding Basis | 209,207,928 as of 4/14/2025 |
| Ownership Guidelines | Leadership Team 1x salary; Barnes in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; derivative transactions require CLO approval. No specific pledging disclosure identified in the cited sections |
Additional Governance and Committee Context
- Compensation Committee members (2024 report): Nancy J. Hutson, Ph.D. (Chair), Stephen J. Aselage, Steven K. Galson, M.D., MPH, and A. Machelle Sanders .
- Barnes serves as Corporate Secretary in official notices and signs Company 8-Ks/filings in her capacity as CLO, evidencing ongoing governance role .
Investment Implications
- Alignment: Barnes’ incentives are meaningfully performance-levered via AIP (60% of salary target) and option-heavy equity mix; time-based RSUs add retention, with shareholder-friendly guardrails (double-trigger, clawback, no repricing/gross-ups) supporting alignment and risk control .
- Supply dynamics: Regular annual vesting plus a large pool of exercisable options can create episodic supply (e.g., tax withholding on RSU vests); however, the Company’s anti-hedging policy, trading windows, and approval processes govern transactions and reduce opportunistic activity risk .
- Retention/CoC: Standard 1x salary + 1x target bonus severance, COBRA, and double-trigger equity acceleration provide competitive but not excessive protection—mitigating abrupt departures while avoiding single-trigger windfalls .
- Performance linkage: Emphasis on ORLADEYO sales within PVP and the use of options supports a thesis that leadership compensation outcomes track commercial and stock performance, an important signal for investors evaluating execution risk and pay-for-performance rigor .