David Tierney
CATALYST PHARMACEUTICALSAbout David S. Tierney
David S. Tierney, M.D. (age 61) is an independent director of Catalyst Pharmaceuticals and has served on the Board since October 2002; he currently chairs the Compensation Committee and serves on the Corporate Governance & Nominating Committee . He is a physician by training with a medical degree from the Royal College of Surgeons in Dublin and subsequent internal medicine training, and has held multiple CEO and senior operating roles in specialty pharma and drug delivery companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharma Two B (CNS specialty pharma) | Chief Executive Officer | Feb 2020 – Dec 2020 | Led CNS-focused specialty pharma during defined transition period |
| BioPharmX Corporation (dermatology specialty pharma) | President & CEO; Director | Sep 2018 – Jan 2020 (CEO); Director Sep 2018 – May 2020 | Operated a dermatology-focused public company; board service through merger phase |
| Icon Bioscience, Inc. (ophthalmic drug delivery, private) | President & CEO | Jan 2014 – Mar 2018 | Led private ophthalmic drug delivery company |
| Oceana Therapeutics, Inc. (specialty pharma, private) | President & COO; Director | 2008 – Dec 2011 (through sale to Salix) | Led operating execution through sale to Salix Pharmaceuticals |
| Valera Pharmaceuticals, Inc. (specialty pharma) | President & CEO; Director | Aug 2000 – Apr 2007 (through merger with Indevus) | Led public specialty pharma to merger with Indevus |
| Biovail Technologies (division of Biovail) | President | Jan 2000 – Aug 2000 | Oversaw R&D, regulatory, and clinical activities |
| Roberts Pharmaceutical Corporation | SVP, Drug Development | Mar 1997 – Jan 2000 | Led R&D, medical affairs, regulatory, and process development |
| Élan Corporation | Various management roles | Dec 1989 – Mar 1997 | Progressive management roles at global pharma |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| Aramis Biosciences (clinical-stage ophthalmology) | Chief Executive Officer; Director | Private | Current |
| Bimeda, Inc. | Director | Private | Current |
| BioPharmX Corporation | Director | Public (during tenure) | Sep 2018 – May 2020 |
Board Governance
- Independence: Board has affirmatively determined Dr. Tierney is independent under Nasdaq standards; all committee members are independent .
- Committee assignments: Compensation Committee (Chair) and Corporate Governance & Nominating Committee (member) .
- Attendance: In 2024, the Board held 8 meetings; all directors attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: 2024 meetings — Compensation (3; plus 2 actions by consent), Audit (4; plus 1 consent), CG&N (1) .
- Lead independent director: The Board uses a Lead Independent Director structure; role transitioning to Molly Harper after the 2025 Annual Meeting .
- Executive sessions: Independent directors regularly meet in executive session without management .
Fixed Compensation
| Component (Directors, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Standard director retainer |
| Committee chair retainers | Audit $21,000; Compensation $15,750; CG&N $10,500 | Dr. Tierney receives $15,750 as Compensation Chair |
| Committee member retainers | Audit $10,500; Compensation $7,875; CG&N $5,250 | Dr. Tierney receives $5,250 as CG&N member |
| Meeting fees | $0 | No per-meeting fees paid |
| Dr. Tierney – 2024 cash fees | $81,000 | Equals $60,000 + $15,750 + $5,250 |
Performance Compensation
| Component (Directors, 2024) | Amount/Detail | Notes |
|---|---|---|
| Stock-based awards (grant-date fair value) – Dr. Tierney | $300,019 | Mix of stock options and RSUs; accounted under ASC 718 |
| Outstanding awards at 12/31/2024 – Directors (Dr. Tierney) | Stock options: 201,272; Unvested RSUs: 11,002 | Counts as of year-end |
| Equity program design | Company grants stock options and RSUs to directors; has not used PSUs/SARs to date | Under 2018 Plan; forms available but only options/RSUs used to date |
| Change-in-control treatment (Plan) | Committee may accelerate vesting or cash-out awards upon a change in control | Discretionary acceleration; assumption/substitution possible |
Note: No director-specific performance metrics (e.g., TSR, revenue goals) are used for director equity; the company’s 2018 Plan permits performance shares/units, but to date, options and RSUs have been used .
Other Directorships & Interlocks
| Company/Entity | Relationship to CPRX (supplier/customer/competitor) | Interlock/Conflict Disclosure |
|---|---|---|
| Aramis Biosciences (CEO/Director) | Not disclosed as a CPRX counterparty | No related-party transactions since 2023 disclosed |
| Bimeda, Inc. (Director) | Not disclosed as a CPRX counterparty | No related-party transactions since 2023 disclosed |
| BioPharmX (former Director) | Not disclosed as a CPRX counterparty | No related-party transactions since 2023 disclosed |
Expertise & Qualifications
- Medical doctor with internal medicine training; extensive leadership in specialty pharma, ophthalmology, dermatology, CNS, drug delivery, and regulatory/clinical development .
- Board views his business leadership and pharmaceutical industry experience as qualifying attributes for Board service .
Equity Ownership
| Metric (as of Record Date 3/31/2025) | Value |
|---|---|
| Beneficial ownership – shares | 508,961 (<1%) |
| Exercisable options included in beneficial ownership | 153,341 (detail: 50,000 @ $2.24; 33,500 @ $4.64; 30,000 @ $3.42; 20,000 @ $7.07; 10,000 @ $18.59; 9,841 @ $14.15) |
| Unvested equity excluded from beneficial ownership | Options: 5,000 @ $18.59; 19,683 @ $14.15; 23,248 @ $21.12; RSUs: 1,334; 2,827; 2,841 (future vesting) |
| Director equity inventory (12/31/2024) | Options: 201,272; Unvested RSUs: 11,002 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Section 16 compliance | All required filings timely in 2024 |
Governance Assessment
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Strengths
- Long-tenured independent director with deep operating and M&A experience; current Compensation Committee Chair and CG&N member, providing continuity on pay and governance matters .
- Good engagement indicators: company-wide director attendance >75% at Board/committees; all directors attended the 2024 Annual Meeting .
- Director pay structure aligned with shareholders via equity mix; no meeting fees; reasonable committee chair/member differentials; hedging/pledging prohibited .
- No related-party transactions since 2023; Section 16 compliance reported as timely .
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Watch items
- Concurrent CEO role at a private clinical-stage company (Aramis Biosciences) implies meaningful time commitments; no conflict disclosed, but monitor for any future related-party dealings or interlocks .
- Change-in-control award vesting is discretionary at committee level under the 2018 Plan; continue to monitor equity plan amendments and CIC practices for alignment with evolving best practices .
-
Compensation Committee oversight
- Committee (chaired by Dr. Tierney) retained Mercer LLC in late 2023 to advise on executive and director compensation, peer group, and philosophy; committee authorized to retain independent consultants per charter .
- Compensation Committee Report signed by Dr. Tierney as Chair, confirming review of CD&A inclusion .
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Board structure and independence
- Majority independent Board; all committees comprised solely of independent directors; independent executive sessions held regularly; Lead Independent Director role in place .
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Red flags: None disclosed specific to Dr. Tierney (no related-party transactions, no pledging, and Section 16 compliance reported as timely) .