Tracey McCain
About Tracey McCain
Tracey L. McCain, Esq. is Executive Vice President, Chief Legal Officer (since September 2016) and Chief Compliance Officer (since June 2017) at Blueprint Medicines (BPMC). She holds a B.A. from the University of Pennsylvania and a J.D. from Columbia Law School . She was age 53 as of March 31, 2021 . Under company-wide pay-versus-performance disclosures, Blueprint’s total stockholder return (TSR) trended from 140 (2020) to 134 (2021), 55 (2022), and 115 (2023) on an initial $100 investment basis, while total revenues rose from $204 million in 2022 to $249 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blueprint Medicines | EVP & Chief Legal Officer; Chief Compliance Officer | CLO since Sep 2016; CCO since Jun 2017 | Oversight of legal and compliance; corporate governance; signed SEC filings including the 2024 proxy . |
| Sanofi Genzyme (Global business unit of Sanofi) | SVP & Head of Legal | Jan 2016–Sep 2016 | Led legal function post-Genzyme integration . |
| Genzyme Corporation (acquired by Sanofi 2011) | General Counsel (SVP & GC) | 2011–2015 (at Genzyme); at Genzyme since 1997 | Oversaw U.S. and Europe legal (corporate, commercial, IP), BD support; managed securities and employment law teams prior to acquisition . |
| Palmer & Dodge LLP | Associate | Pre-1997 | Corporate/legal practice foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kiniksa Pharmaceuticals, Ltd. | Director; Audit Committee member | Since Feb 2018 | Public company board service; audit oversight . |
| ImmunoGen, Inc. | Director; Audit Committee member | Nov 2021–Feb 2024 | Tenure ended upon ImmunoGen acquisition by AbbVie . |
| Dana-Farber Cancer Institute | Board of Trustees | n/a | Non-profit oversight . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of base) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2022 | 499,719 | 50% | 252,982 (101% of target) | McCain was a NEO in 2022; not listed as NEO in 2024/2025 proxies . |
| 2021 | 471,433 | n/d | n/d | Salary increased 6% into 2022 . |
Performance Compensation
Annual cash incentive structure for NEOs other than the CEO is weighted 75% corporate goals and 25% individual goals; maximum payout caps were 150% individual and (effective 2025) 200% corporate to align with peer practice . In 2022, McCain’s individual objectives were achieved at 120%, while corporate goals were certified at 95%, yielding a 101% bonus payout vs. target (actual $252,982) .
| Metric | Weighting | Target | Actual/performance | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance (composite of scientific, commercial, operational and financial goals) | 75% | 100% | 95% company achievement | 95% of corporate component | Paid following FY (2022 bonus paid 2023) . |
| Individual objectives (role-specific) | 25% | 100% | 120% for McCain (2022) | 120% of individual component (cap 150%) | Paid following FY . |
| Total annual bonus | 100% | 50% of base | 101% of target | $252,982 | Cash. |
Long-term incentives: prior to 2023, options/RSUs; PSUs introduced in 2023 with 3-year performance cycle tied to relative TSR vs. S&P Biotech Industry Select Index; payout 0–200% of target with a negative TSR cap at 100% . PSU vesting requires continued service to the 3rd anniversary after certification . Sale-event treatment for PSUs: awardable PSUs determined using sale price and shortened performance period; vesting is service-contingent to the scheduled grant vest date, with double-trigger vesting on termination without cause/for good reason within 1 year post-sale; full vesting if successor does not assume awards .
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2023): 194,644 shares; <1% of outstanding shares .
- Stock ownership guidelines: CEO 3x base salary; other NEOs 1x base salary; NEOs and directors were in compliance as of Dec 31, 2022, with options excluded from 2023 onward in the guideline calculation .
- Anti-hedging/pledging: Hedging and pledging of company stock are prohibited for all employees and directors .
- Section 16(a) compliance: 2024/2025 delinquency disclosures did not cite McCain among late filers .
Key outstanding awards (as of 12/31/2022)
| Award type | Exercisable | Unexercisable | Exercise price | Expiration | Unvested RSUs (#) |
|---|---|---|---|---|---|
| Stock options | 55,000 | — | $28.36 | 10/3/2026 | — |
| Stock options | 5,000 | — | $36.05 | 2/16/2027 | — |
| Stock options | 39,000 | — | $81.44 | 2/16/2028 | — |
| Stock options | 28,031 | 1,869 | $86.60 | 3/1/2029 | 2,012 |
| Stock options | 19,593 | 8,907 | $54.13 | 3/1/2030 | 7,124 |
| Stock options | 11,429 | 14,696 | $100.13 | 3/1/2031 | 9,796 |
| Stock options | 4,687 | 20,313 | $61.31 | 3/1/2032 | 12,500 |
2022 annual equity grant (awarded 3/1/2022): 25,000 options and 12,500 RSUs to McCain .
Employment Terms
- Base severance (non-CFO/CEO NEO template): If terminated without cause or resigns for good reason, 1x base salary paid over 12 months plus 12 months of medical/dental continuation; within 12 months after a sale event (double trigger), lump sum of 1.5x base salary + 1.5x target annual bonus, 18 months of medical/dental continuation, and full vesting of time-based equity .
- Example estimated payments for McCain (assuming termination on December 30, 2022):
- Without cause (no sale event): severance $499,719; healthcare $24,584; total $524,303 .
- Double-trigger within 12 months of a sale event: severance $749,579; target bonus $374,789; healthcare $36,876; time-based equity acceleration $1,377,036; total $2,538,280 .
- Non-compete/non-solicit: 12 months post-employment (standard form) .
- Clawback: Recoupment of excess incentive comp upon an accounting restatement due to material non-compliance and intentional misconduct, covering the 12 months preceding the restatement publication .
- Excise tax cutback: Benefits reduced if it results in greater after-tax value to the executive (golden parachute cutback) .
Performance & Track Record
| Indicator | Data | Source |
|---|---|---|
| 2022 corporate performance score | 95% | |
| McCain 2022 individual goal achievement | 120% | |
| 2022 bonus payout vs. target | 101%; $252,982 | |
| Total revenues | $204M (2022); $249M (2023) | |
| TSR (value of $100 investment) | 2020: 140; 2021: 134; 2022: 55; 2023: 115 |
Notable responsibilities and execution context:
- Legal and compliance leadership during commercialization and portfolio evolution; signed 2024 proxy as Chief Legal and Compliance Officer .
- Compensation program evolution added PSUs in 2023, aligning a portion of long-term pay to rTSR vs S&P Biotech Index over three years .
Compensation Committee & Program Design (context for non-CEO NEOs like McCain)
- Compensation Committee: Members Lynn Seely (Chair), Habib Dable, Mark Goldberg; 10 meetings in 2024; oversees CD&A, risk, clawback, stock ownership guidelines, and investor engagement; uses Aon for market data .
- Pay mix emphasizes at-risk components: Options/RSUs and PSUs; PSUs introduced 2023 with 0–200% payout and negative TSR cap .
- Annual bonus plan: CEO 100% corporate; other NEOs 75% corporate/25% individual; cap on individual at 150%; from 2025, corporate max 200% to align with peers .
- Equity grant practices: Annual grants first week of March; PSU treatment in sale events detailed with double-trigger vesting if terminated within one year post-sale; full vesting if successor does not assume awards .
Investment Implications
- Alignment and upside sensitivity: Introduction of rTSR PSUs (0–200% payout) and significant option overhang tie a meaningful portion of upside to relative share performance, while double-trigger CIC protections (1.5x salary+bonus and full time-based equity acceleration for non-CEO NEOs) create retention through change events and potential incremental dilution on a sale .
- Selling pressure risk: Company policy prohibits hedging and pledging, reducing forced selling/pledge risk; McCain is not cited in recent Section 16(a) delinquency notes, and beneficial ownership was <1% as of 3/31/2023 (194,644 shares), limiting direct ownership-related selling overhang .
- Retention risk: Standard 12‑month non-compete and double-trigger benefits support retention around strategic milestones; however, post-2023 PSU design with rTSR performance could reduce realized value in adverse biotech markets, potentially pressuring retention for long-tenured executives if TSR underperforms .
- Pay-for-performance: 2022 payouts reflected 95% corporate and 120% individual results (101% payout), indicating discipline in annual cash incentives; ongoing emphasis on TSR- and equity-linked pay enhances alignment with shareholder outcomes .