Jon Stonehouse

About Jon Stonehouse

Jon P. Stonehouse is President and CEO of BioCryst and has also served as Interim CFO since April 2025; he joined as CEO and director in January 2007 and became President in July 2007 . He holds a B.S. in Microbiology from the University of Minnesota and previously held senior roles at Merck KGaA (SVP Corporate Development), Astra Merck/AstraZeneca, and Merck & Co. . Under his tenure, BioCryst’s ORLADEYO net sales grew from $121.9M in 2021 to $434.1M in 2024, while GAAP net loss narrowed to $(88.9)M in 2024; the company’s TSR (indexed to $100 at start) was 217.97 in 2024 (after 401.45 in 2021 and 332.75 in 2022) . On July 25, 2025, he notified the board of his retirement effective December 31, 2025; he will remain on the board, with CCO Charlie Gayer appointed CEO effective January 1, 2026 .

Past Roles

External Roles

Fixed Compensation

Notes:

• All other compensation in 2024 comprises $17,250 401(k) contribution and $16,889 life insurance premiums .

Performance Compensation

Equity mix and vesting (2024 grants):

• Granted at ~65th percentile vs peer data; mix of options and time-based RSUs; both vest 25% annually over 4 years; options 10-year term; exercise price at fair market value on grant date .
• No performance share units disclosed in 2024 (equity is time-based RSUs and options) .

Equity Ownership & Alignment

Outstanding awards snapshot (recent grants) as of 12/31/2024:

Employment Terms

Key contract features and governance safeguards:

• Double‑trigger equity vesting on change of control under the plan; if awards are not assumed, full vesting occurs; otherwise, vesting requires termination conditions .
• CEO severance includes 2x target AIP for termination without cause, constructive termination, or disability; best‑net excise tax cutback applies (no gross‑up) .
• Clawback policy applies to incentive compensation; no option repricing and no tax gross‑ups under the plan .

Succession and dual roles:

• Stonehouse was appointed Interim CFO effective April 9, 2025 with no change to compensation; a CFO search was underway .
• He will retire as CEO on December 31, 2025 and remain on the board; CCO Charlie Gayer will become CEO on January 1, 2026 .

Board Governance

• Role on board: Management director since 2007; not independent; board has an independent Chair (Dr. Nancy Hutson) and 9 of 10 directors were independent in 2024 .
• Committee memberships: CEO is not listed on Audit, Compensation, or Corporate Governance & Nominating committees; committees are fully independent .
• Attendance: Each director attended at least 75% of board/committee meetings in 2024; Stonehouse and the Chair attended the 2024 annual meeting .
• Director compensation: Employees receive no additional director pay (Stonehouse receives none) .
• Say‑on‑pay: 2024 advisory vote received >95% support; committee maintained approach and linkage to company performance .

Performance Context

Notes:

• Compensation Actually Paid (CAP) is per SEC Item 402(v) methodology and fluctuates with equity fair value changes .
• ORLADEYO ramp and improving net loss underpin above‑target AIP payouts for 2024 .

Compensation Structure Analysis

• Mix and leverage: 2024 pay skews to at‑risk elements (AIP and equity); equity awards were set around the 65th percentile of peers and are time‑based (retention) rather than performance‑vesting PSUs (alignment opportunity) .
• Metrics rigor: The AIP uses multi‑pillar corporate objectives anchored to commercialization (35% points) and pipeline (45% combined) with organizational execution (20%); targets are undisclosed for competitive reasons; 2024 payout at 150% reflects outperformance vs plan .
• Shareholder protections: Independent comp committee, clawback, no repricing, no gross‑ups, one‑year minimum vesting, double‑trigger CoC vesting .
• Share usage/overhang: High option overhang and many options underwater at 4/14/2025; board sought an 11M share increase to maintain competitive equity programs through 2026 .

Risk Indicators and Red Flags

• Underwater options may necessitate larger RSU/option grants for retention but limit near‑term option exercise/selling pressure .
• Committee disclosed and corrected past RSU miscalculation (reduced subsequent grants), indicating governance responsiveness .
• No related‑party transactions requiring disclosure since Jan 1, 2024; anti‑hedging policy in place .
• Say‑on‑pay support >95% in 2024 lowers risk of adverse proxy advisor action near term .

Investment Implications

• Alignment/retention: CEO’s significant option position (4.32M exercisable within 60 days) and unvested RSUs spread over four‑year schedules align incentives with stock appreciation and retention; underwater option profile reduces immediate selling pressure while RSU vesting creates recurring liquidity windows each anniversary .
• Pay‑for‑performance: AIP metrics are tied to ORLADEYO revenue/patients and pipeline execution; 150% payout in 2024 mirrors commercial outperformance and pipeline progress, suggesting a positive incentive link heading into the leadership transition .
• Transition risk: Stonehouse’s interim CFO dual‑hat and announced 12/31/2025 CEO retirement elevate transition/continuity risk; however, an internal successor (Gayer) with direct ORLADEYO execution credentials is appointed, and Stonehouse remains on the board, mitigating disruption .
• Change‑of‑control economics: Double‑trigger cash and equity acceleration totals ~$7.37M (as modeled at 12/31/2024), with best‑net excise tax protection; no gross‑up and strong plan safeguards limit shareholder‑unfriendly optics .
• Governance: Independent Chair, fully independent key committees, director attendance thresholds met, and robust stock ownership guidelines (in compliance) collectively support governance quality as the company targets profitability .