Polly A. Murphy
About Polly A. Murphy
Polly A. Murphy, D.V.M., Ph.D., age 60, has served as an independent director of Celcuity since 2022. She is Chief Business Officer at Avadel Pharmaceuticals plc (since May 2024), previously Chief Business Officer at UroGen Pharma (Aug 2020–May 2024), and held senior commercial and strategy roles at Pfizer, including VP Early Commercial Development and VP Global Marketing for Oncology, and VP Strategy/BD for Pfizer China. She holds a D.V.M. and Ph.D. from Iowa State University and an MBA from Nova Southeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | VP & Head, Early Commercial Development, Oncology BU | Jan 2019–Aug 2020 | Early-stage commercialization for oncology assets |
| Pfizer Inc. | VP & Head, Global Marketing & Commercial Dev., Oncology BU | Jun 2017–Dec 2018 | Global marketing and commercial strategy |
| Pfizer China | VP & Head, Strategy & Business Development | Nov 2013–May 2018 | China strategy and BD leadership |
| UroGen Pharma, Inc. | Chief Business Officer | Aug 2020–May 2024 | Executive leadership (business development and commercialization) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avadel Pharmaceuticals plc | Chief Business Officer | Since May 2024 | Current executive role |
| Atea Pharmaceuticals, Inc. | Director (public company) | Since Aug 2020 | Current public company board service |
Board Governance
- Independence: The Board determined Polly A. Murphy is independent under Nasdaq rules .
- Committees and chairs:
- Audit Committee member (Chair: Richard J. Nigon); Audit met 5 times in 2024 and held one executive session without management; Murphy is a current member per Audit Committee report .
- Compensation Committee member (members: Buller, Dalvey, Furcht, Murphy) .
- Not a member of Nominating & Corporate Governance Committee .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; Audit met 5; Compensation met 4; Nominating met 1; Audit held one executive session without management .
- Board leadership: CEO is also Chairman; no lead independent director .
| Governance Metric | 2024 |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings | 5; 1 executive session |
| Compensation Committee meetings | 4 |
| Nominating & Governance meetings | 1 |
| Director attendance threshold | ≥75% for all directors |
| Lead Independent Director | None |
| Independence status (Murphy) | Independent |
Fixed Compensation
- Director compensation policy (effective May 2024–Apr 2025): $30,000 annual cash retainer (paid quarterly) and $80,000 fair value annual equity award (restricted stock and/or options at director’s election), plus expense reimbursement .
- Fiscal 2024 actual compensation (Murphy): Cash fees $27,500; Option award grant-date fair value $80,000; total $107,500 .
| Item | FY 2024 Amount |
|---|---|
| Cash retainer paid | $27,500 |
| Equity award grant-date fair value | $80,000 (stock option) |
| Total director compensation | $107,500 |
| Policy baseline (May 2024–Apr 2025) | $30,000 cash; $80,000 equity |
Performance Compensation
- Annual director equity grant structure: For 2024, Murphy received a stock option with Black-Scholes grant-date value equal to $80,000; options vest 100% on April 30, 2025; 10-year term; exercise price equals market close on grant date .
- Clawback policy: Company has adopted a clawback policy (Nasdaq Rule 5608) that applies to compensation of CEO, other executive officers, and directors; administered by Compensation Committee .
- Change-in-control vesting: Effective Feb 13, 2024, all outstanding awards under the 2017 Plan fully accelerate upon a Change in Control; non-employee director awards accelerate upon a corporate transaction .
| Grant Year | Grant Date | Instrument | Shares/Options | Exercise Price | Vesting Schedule | Term |
|---|---|---|---|---|---|---|
| 2024 | Jun 4, 2024 | Stock option | 8,153 | $14.83 | 100% on Apr 30, 2025 | 10 years |
| 2023 | May 15, 2023 | Stock option | 11,645 | $9.58 | 100% on Apr 30, 2024 | 10 years |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Atea Pharmaceuticals, Inc. | Director | No related-party transactions with Murphy disclosed; clean Item 404(a) statement at appointment |
| Avadel Pharmaceuticals plc | Chief Business Officer | Executive role at another pharma; no related-party transactions disclosed at Celcuity |
- Related-party transactions: Celcuity’s proxy discloses historical related transactions involving another director (Nigon/Cedar Point warrants and placements), but no related-party transactions are disclosed involving Murphy. The company maintains a formal related person transactions policy overseen by the Audit Committee . Murphy’s appointment 8-K explicitly states no reportable Item 404(a) transactions for her .
Expertise & Qualifications
- Advanced scientific training (D.V.M., Ph.D.) and MBA; deep oncology commercialization and strategy experience across Pfizer global/China operations and CBO roles at UroGen and Avadel; current external public company directorship (Atea) .
Equity Ownership
- Beneficial ownership (as of Mar 17, 2025): 46,098 shares/options; less than 1% of class .
- As of Dec 31, 2024: Murphy held options to purchase 46,098 shares; held no restricted stock .
- Pledging/hedging: Celcuity’s Insider Trading Policy prohibits directors from pledging Celcuity stock, holding it in margin accounts, or engaging in hedging transactions .
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 46,098; <1% of class |
| Options outstanding (12/31/2024) | 46,098 |
| Restricted stock held (12/31/2024) | 0 |
| Pledging/hedging | Prohibited by policy |
Say‑on‑Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non‑Votes | Approval % (computed) |
|---|---|---|---|---|---|
| 2025 | 25,374,197 | 795,476 | 1,963 | 6,900,184 | ~96.85% |
| 2024 | 18,099,226 | 1,026,500 | 2,811 | 3,786,336 | ~94.63% |
| 2023 | 9,248,453 | 3,577,453 | 10,115 | 2,978,032 | ~72.05% |
| 2022 | 9,792,104 | 14,723 | 6,210 | 2,751,184 | ~99.79% |
- Frequency vote: In 2024, shareholders recommended an annual say‑on‑pay vote; Board adopted annual cadence .
Compensation Committee Analysis
- Composition: Buller, Dalvey, Furcht, Murphy (all independent; non‑employee directors for Rule 16b‑3) .
- Responsibilities: Oversees executive and director compensation, equity plans, and clawback policy; evaluates CEO compensation without CEO present .
- Consultant use: Not disclosed in proxy; clawback policy adopted to comply with Nasdaq Rule 5608 .
Governance Assessment
- Positive signals:
- Independent director with deep oncology commercialization experience; active on Audit and Compensation committees .
- Strong say‑on‑pay support in 2024–2025 (>94% and >96%) after a weak 2023 outcome, suggesting improved alignment and shareholder engagement .
- Prohibitions on hedging/pledging and existence of clawback policy covering directors .
- Watch items / potential red flags:
- No lead independent director; CEO also serves as Chairman, concentrating leadership .
- Board-level related-party/warrant modifications tied to another director (Nigon/Cedar Point) and cashless exercise amendments—monitor governance optics though not linked to Murphy .
- 2017 Plan change-in-control accelerates all awards, including non‑employee directors—can weaken pay‑for‑performance alignment in a sale context .
- 2023 say‑on‑pay approval (~72%) was low; subsequent improvement should be monitored for durability .
No insider Form 4 transactions for Murphy were available in the documents retrieved; her appointment 8-K explicitly reports no Item 404(a) related-party transactions .
Notes
- Director compensation details (cash and equity), grant sizes, exercise prices, vesting dates, and option counts are taken from Celcuity’s 2025 and 2024 proxies .
- Committee assignments, independence, attendance, executive sessions, and policy prohibitions are sourced from 2025 proxy disclosures .