Charlie Gayer
BIOCRYST PHARMACEUTICALSAbout Charlie (Charles K.) Gayer
BioCryst’s Chief Commercial Officer (CCO). Age 54 as of April 14, 2025; joined BioCryst in August 2015 (VP Global Strategic Marketing) and was promoted to CCO in January 2020. Education: B.A. in Politics, Princeton University; M.B.A., Duke University’s Fuqua School of Business . Company performance context tied to his remit: ORLADEYO sales were $434.1 million in 2024 per pay-versus-performance disclosures, and management cites approximately $438 million net revenue; 2025 guidance is $535–$550 million (global peak sales goal $1 billion). BioCryst’s 2024 cumulative TSR value was 217.97 vs. 172.62 for the Nasdaq Pharma peer index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BioCryst Pharmaceuticals | VP, Global Strategic Marketing; Chief Commercial Officer | 2015–2019; 2020–present | Led commercialization of ORLADEYO; CCO since Jan-2020 |
| Talecris Biotherapeutics | U.S. Alpha-1 antitrypsin deficiency marketing lead; later EU sales & marketing | pre-2011 | Rare disease commercial leadership prior to acquisition by Grifols |
| Grifols | Led U.S. marketing for combined immune globulin portfolio post-2011 acquisition | 2011–pre-2015 | Expanded US IG portfolio marketing |
| GSK (GlaxoSmithKline) | Professional/consumer marketing and sales roles | ~6 years (pre-2015) | Core biopharma commercial experience |
| Genzyme | Business analyst (rare disease pioneer) | ~3 years (pre-2015) | Early rare disease exposure |
| Strategy consulting | Consultant to biopharma companies | pre-2015 | Strategic advisory background |
External Roles
- None disclosed for Mr. Gayer in the proxy .
Fixed Compensation
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 544,830 | 562,537 (3.25% increase) | Company-wide 2025 base adjustments generally 3.25% |
| AIP Target (% of base) | 60% | 70% (alignment with internal positioning) | AIP = Annual Incentive Plan |
Performance Compensation
Annual Incentive Plan (AIP) – Company metrics and payout
| Metric | Weight at target | Committee assessment | Points awarded (of 100) | Commentary |
|---|---|---|---|---|
| ORLADEYO (patients, net revenue, lifecycle) | 35 | Exceeds | 67.5 | Far exceeded revenue/patient targets; completed APeX-P pediatric trial primary endpoint |
| Complement-mediated diseases (Factor D, other programs) | 15 | Exceeds | 17.5 | Advanced discovery programs; completed BCX10013 clinical eval before discontinuation |
| Product portfolio (BCX17725; avoralstat) | 30 | Met | 30.0 | 17725 to Phase 1; avoralstat toward 2025 DME trial |
| Organization (talent, culture, audits, ops discipline) | 20 | Exceeds | 35.0 | Broad talent reviews; culture engagement; internal audit completed |
| Total | 100 | — | 150.0 | Resulted in 150% of target payout company-wide |
- Individual target and payout (Gayer): 2024 AIP target $326,898 (60% of base); paid $490,347 (150% of target) in January 2025 .
Long-term equity (granted for 2024 performance)
| Grant date | Instrument | Quantity | Vesting | Exercise Price | Expiration | Grant-date fair value |
|---|---|---|---|---|---|---|
| 12/19/2024 | Stock Options | 260,950 | 25% annually over 4 years | $7.39/sh | 12/19/2034 | $1,392,012 |
| 12/19/2024 | RSUs | 125,950 | 25% annually over 4 years | — | — | $930,771 |
- Program structure: options + time-based RSUs to align with stockholder value creation and retention; 2024 award levels set around the 65th percentile of peer equity practices .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,014,169 shares beneficially owned; less than 1% of outstanding |
| Included in beneficial ownership | 776,354 shares issuable upon exercise of options exercisable within 60 days |
| Outstanding unvested RSUs (12/31/2024) | 125,950 RSUs; market value $947,144 at $7.52/share |
| Outstanding options (selected lots) | Exercisable: 2019 106,000 @ $3.23 (exp 12/17/2029); 2018 65,000 @ $7.06 (exp 12/20/2028); 2017 50,000 @ $5.51 (exp 2/27/2027); 2017 27,500 @ $5.04 (exp 12/20/2027); 2016 14,142 @ $3.22 (exp 5/23/2026); 2015 75,000 @ $10.82 (exp 8/25/2025); 2015 6,837 @ $10.82 (exp 12/29/2025) |
| Unexercisable options (illustrative) | 118,875 @ $6.43 (12/14/2033); 79,250 @ $10.63 (12/19/2032); 41,000 @ $11.43 (12/14/2031); 260,950 @ $7.39 (12/19/2034) |
| In-the-money context | Company notes 67% of total company stock options outstanding are underwater; weighted-average underwater exercise price $9.78 vs $7.04 close on 4/14/2025 . For Mr. Gayer’s older grants, several exercisable tranches are in-the-money at $7.52 (12/31/2024 close) . |
| Ownership guidelines | Leadership Team must hold 1x base salary; all covered individuals were compliant as of 12/31/2024 . |
| Hedging/pledging | Anti-hedging policy prohibits hedging transactions; policy governs derivatives and short sales; no pledging disclosure for executives noted . |
2024 option exercises and vesting activity:
- Options exercised: none in 2024 for all NEOs including Gayer .
- RSUs vested (Gayer): 37,000 shares; realized value $277,420 .
Employment Terms
| Provision | Terms for Charles K. Gayer |
|---|---|
| Employment start + current role start | Joined Aug 2015; CCO since Jan 2020 |
| Term/severance (no cause or constructive termination) | 12 months base salary continuation; 1x target AIP bonus paid over 12 months; up to 12 months COBRA premiums |
| Change-in-control (CIC) | If terminated without Cause or Constructively Terminated within 6 months of a CIC: same salary/bonus/COBRA as above; equity acceleration per plan (double-trigger if assumed; single-trigger if not assumed) |
| Definitions | Cause/Constructive Termination/CIC definitions set forth in agreements and plan |
| Equity vesting mechanics | Options/RSUs are double-trigger on CIC if assumed; if not assumed, accelerate at CIC. Death after ≥5 years of service fully accelerates options; other termination cases follow plan limits . |
| Illustrative payout values (12/31/2024 basis) | Death: equity acceleration $163,497; CIC+termination: equity acceleration $1,580,641; COBRA $31,661; base $544,830; target bonus $326,898 (values based on $7.52 close) . |
Policy safeguards:
- Clawback: Dodd-Frank/Nasdaq 10D-1-compliant recovery policy for 3 fiscal years pre-restatement; applies to covered executives .
- No option repricing; no tax gross-ups in stock plan; minimum 1-year vesting (5% carve-out) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation for Gayer was $3,375,210 total, comprised of salary $544,830, AIP $490,347, option award fair value $1,392,012, RSUs $930,771, and other comp $17,250 (401k match) — equity-heavy, consistent with pay-for-performance .
- Equity design: time-based RSUs plus stock options; awards in Dec 2024 reflected company results and peer benchmarking around 65th percentile; vesting over 4 years supports retention .
- AIP rigor: company-wide scoreboard produced 150% payout for 2024 (driven by ORLADEYO outperformance and organizational execution) .
- Stockholder feedback: 2024 say-on-pay approval exceeded 95%, supporting the program’s design .
- Peer framework and consultant: Peer groups updated in 2023/2024; Aon (Human Capital Solutions) advises; no consultant conflicts disclosed .
Performance & Track Record
| Indicator | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR index (base=100 at 12/31/2019) | 215.94 | 401.45 | 332.75 | 173.62 | 217.97 |
| Peer TSR (CRSP Nasdaq Pharma) | 110.52 | 137.47 | 153.08 | 159.01 | 172.62 |
| ORLADEYO sales ($000s) | 133 | 121,865 | 249,689 | 323,812 | 434,090 |
- Management also cites approximately $438 million in 2024 ORLADEYO net revenue and 2025 guidance of $535–$550 million; global peak sales target $1 billion .
Notable governance/leadership events:
- CFO transition: CFO resigned effective April 9, 2025; consulting agreement in place through at least May 31, 2025; CEO serving as Interim CFO .
Say-on-Pay, Peer Group, Related Parties
- Say-on-Pay: >95% approval at June 2024 meeting; program principles carried forward into 2024 compensation actions .
- 2024 Compensation Peer Group: ACADIA, ADMA, Agenus, Amicus, Apellis, Arrowhead, Blueprint, Corcept, Dynavax, Harmony, Insmed, Intra-Cellular, Ironwood, Pacira, PTC, SIGA, Travere, Ultragenyx .
- Related party transactions: none requiring disclosure since Jan 1, 2024 .
Equity Vesting and Potential Selling Pressure
- Time-based RSUs and options vest 25% annually; most awards granted mid-December, implying annual vesting events each December (e.g., 12/19/2025–2028 for the 2024 grants) .
- 2024 activity shows no option exercises by Gayer; RSUs vested 37,000 shares (value $277,420), a modest source of potential liquidity but limited “forced” selling pressure from options in 2024 .
- Company-wide, a large portion of outstanding options are underwater at recent prices (e.g., 67% underwater at $7.04 on 4/14/2025), reducing near-term exercise-driven sales pressure; plan prohibits repricing .
Governance & Policies Affecting Alignment
- Stock ownership guidelines: Leadership Team 1x salary; compliant as of 12/31/2024 .
- Anti-hedging: Prohibited for employees and directors; insider trading policy in place .
- Clawback: Restatement-based recovery policy for incentive compensation (3 prior fiscal years) .
Investment Implications
- Commercial execution leverage: Gayer’s remit aligns directly with ORLADEYO growth — a primary financial driver for both AIP and equity value creation. AIP payout at 150% tied to overachievement on commercialization and organizational goals underscores performance sensitivity .
- Alignment vs. liquidity: Significant equity exposure (beneficial ownership, large unvested RSU and multi-year option holdings) plus underwater option overhang at the company level suggests limited near-term selling pressure from option exercises; time-based RSUs will add predictable annual vesting supply each December .
- Retention risk/moderation: Severance is 1x salary + 1x target bonus with 12 months COBRA (vs. CEO’s 2x), and equity is double-trigger on CIC if assumed — a balanced structure that supports retention without excessive parachutes .
- Governance quality: Robust clawback, anti-hedging, minimum 1-year vesting, no repricing, and strong Say-on-Pay support (>95%) reduce governance red flags; no related party transactions disclosed .
- Watch items: CFO departure (April 2025) increases near-term transition risk; continued ORLADEYO execution (including pediatrics and ex-U.S.) remains the central performance lever tied to incentive outcomes and potential estimate revisions .