Patrick McEnany
CATALYST PHARMACEUTICALSAbout Patrick J. McEnany
Patrick J. McEnany, 77, is Catalyst Pharmaceuticals’ Non-Executive Chairman of the Board and co-founder. He has served as a director since the company’s formation in January 2002 and as Chairman since March 2006; he served as President and CEO until his retirement on December 31, 2023 . Prior to Catalyst, he was Chairman and CEO of Royce Laboratories (1991–1997), then President of the Royce subsidiary and VP of Corporate Development at Watson Pharmaceuticals after Royce’s merger (1997), and a pharmaceutical industry consultant (1999–2002) . He serves on the board of directors of the Baptist Health Foundation and is a Council Director for Doctor’s Hospital and Baptist Health Orthopedic Care in Coral Gables, Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Pharmaceuticals, Inc. | Director; Chairman; President & CEO (until 12/31/2023) | Director since Jan 2002; Chairman since Mar 2006; CEO until Dec 31, 2023 | Co-founder; deep operating knowledge and leadership experience cited by Board |
| Royce Laboratories, Inc. | Chairman & CEO | 1991–1997 | Led generic pharma manufacturer; merged into Watson Pharmaceuticals in 1997 |
| Watson Pharmaceuticals, Inc. | President of Royce subsidiary; VP Corporate Development | 1997 onward (post-merger) | Corporate development leadership within larger pharma platform |
| Pharma industry (consultant) | Consultant | 1999–2002 | Strategic advisory experience in pharmaceuticals |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Baptist Health Foundation | Director | Current as disclosed in proxy |
| Doctor’s Hospital (Baptist Health) | Council Director | Current as disclosed in proxy |
| Baptist Health Orthopedic Care | Council Director | Current as disclosed in proxy |
Board Governance
- Role and independence: Non-Executive Chairman; not classified as independent. The Board states all directors except Mr. McEnany and CEO/director Mr. Daly are independent; all Board committees are comprised only of independent directors .
- Committee assignments: Not listed on Audit, Compensation, or Corporate Governance & Nominating (CG&N) Committees; committee chairs and memberships are held by independent directors (Audit Chair: Donald A. Denkhaus; Compensation Chair: David S. Tierney; CG&N Chair: Tamar Thompson) .
- Lead Independent Director: Charles B. O’Keeffe served as Lead Independent Director; following the 2025 Annual Meeting, Molly Harper will assume the role .
- Executive sessions: At each regularly scheduled Board meeting, independent directors meet in executive session without Mr. McEnany and Mr. Daly .
- Attendance: In 2024, the Board held 8 meetings (plus 5 unanimous written consents); all directors attended at least 75% of aggregate Board/committee meetings and all attended the 2024 Annual Meeting .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Non-Executive Chairman cash compensation | $250,000 | Role-based annual cash compensation |
| Fees Earned or Paid in Cash (reported for 2024) | $282,211 | Proxy-reported cash total for 2024 |
| Committee membership fees | Not applicable | McEnany not shown as committee member; committees are independent-only |
| Meeting fees | None paid | Company does not pay meeting fees to directors |
| Standard non-employee director retainer (context) | $60,000 | Applies to non-employee directors broadly; McEnany has separate Chairman retainer |
Performance Compensation
| Equity Element | 2024 Grant Date Fair Value | Instruments Outstanding (as of 12/31/2024) |
|---|---|---|
| Stock-based awards (RSUs and stock options) | $562,548 | Stock options: 1,799,401; Unvested RSUs: 38,729 |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Metrics (e.g., TSR, revenue growth, EBITDA) | Not disclosed for director equity awards; the proxy states directors receive annual stock options and RSUs “for their service” |
Other Directorships & Interlocks
| Company/Organization | Public/Private/Non-profit | Role/Committee | Potential Interlock |
|---|---|---|---|
| Baptist Health Foundation | Non-profit | Director | Healthcare non-profit; no supplier/customer interlock disclosed |
| Doctor’s Hospital (Baptist Health) | Non-profit | Council Director | Healthcare system role; no interlock disclosed |
| Baptist Health Orthopedic Care | Non-profit | Council Director | Healthcare system role; no interlock disclosed |
Expertise & Qualifications
- Long-tenured biotech/pharma operator and founder with intimate knowledge of Catalyst’s operations and strategy; extensive leadership experience including prior CEO roles and corporate development at Watson Pharmaceuticals .
- Board believes his long-term industry experience and business leadership qualify him to serve on Catalyst’s Board .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Patrick J. McEnany) | 6,097,638 |
| Ownership as % of outstanding shares | 4.9% |
| Shares outstanding (record date) | 121,959,172 |
| Stock options held (aggregate) | 1,799,401 |
| Unvested RSUs held | 38,729 |
| Hedging/Pledging | Prohibited under Insider Trading Policy (no hedging, no pledging/margining) |
Governance Assessment
- Independence and committee structure: As Non-Executive Chairman and co-founder, McEnany is not independent; all Board committees are independent-only and meet in executive session without him, supporting independent oversight (positive governance feature with a founder-chair) .
- Attendance and engagement: Board met 8 times in 2024; all directors attended ≥75% of Board/committee meetings and the Annual Meeting, indicating acceptable engagement .
- Alignment: Beneficial ownership of ~4.9% provides material “skin in the game.” Hedging and pledging prohibitions strengthen alignment and reduce red-flag risk on collateral pledging .
- Compensation mix: Role-based cash for Chairman ($250k) with meaningful equity grants (2024 stock-based award fair value $562,548) and substantial option holdings (1.8M options), signaling strong equity exposure but potentially outsized compared to other independent directors (e.g., several peers at ~201k options) .
- Conflicts/related party exposure: Proxy discloses no related party transactions since 2023 and no family relationships; independence risks center on founder/long-tenure status rather than transactional conflicts (no red flags disclosed) .
RED FLAGS
- Non-independent founder-chair status can raise perceived oversight risk; mitigated by independent-only committees and regular executive sessions without management/founder present .
- Large personal option holdings relative to other directors may concentrate incentives; investors should monitor equity award practices for directors over time .