Tamar Thompson
CATALYST PHARMACEUTICALSAbout Tamar Thompson
Tamar Thompson (age 51) joined Catalyst Pharmaceuticals’ board on May 25, 2023 and serves as an independent director with deep health policy and rare disease experience; she is Vice President/Head of Global Corporate Affairs at Alexion Pharmaceuticals/AstraZeneca Rare Disease (since 2021), having previously been VP, Global Corporate Affairs at Alexion (2019–2021) and an executive director of State Government Affairs and Federal Policy at Bristol-Myers Squibb (2015–2019) . She chairs Catalyst’s Corporate Governance & Nominating Committee and sits on the Audit Committee; she holds an M.S. in Health Sciences (Public Health) from Trident University, and has additional governance roles at Avidity Biosciences and MassBio . The board has affirmatively determined her independence under NASDAQ standards; in 2024 all directors attended at least 75% of board and committee meetings, with independent directors meeting regularly in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals/AstraZeneca Rare Disease | Vice President/Head of Global Corporate Affairs | 2021–present | Global corporate affairs leadership in rare disease; policy and stakeholder engagement |
| Alexion Pharmaceuticals | Vice President, Global Corporate Affairs | 2019–2021 | Built global corporate affairs; transition into AstraZeneca post-acquisition |
| Bristol-Myers Squibb | Executive Director, State Government Affairs and Federal Policy | 2015–2019 | Led state policy; federal policy strategy in biopharma |
| ADVI, Kimbell & Associates, Avalere Health | Strategic Policy Advisor/Consultant | Prior to 2015 | Health policy consulting in Washington, DC (government affairs advisory) |
External Roles
| Organization | Role | Tenure | Governance/Committees |
|---|---|---|---|
| Avidity Biosciences, Inc. (public) | Independent Director | 2020–present | Nominating & Governance; Compensation Committees |
| MassBio (Massachusetts Biotechnology Council) | Chair, Board of Directors | Current | State-level biotech industry trade association leadership |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Audit Committee .
- Independence: Board determined all directors other than the Chair (former CEO) and current CEO are independent under NASDAQ listing standards; Ms. Thompson is independent .
- Attendance: In 2024, the board met 8 times; all directors attended ≥75% of board and committee meetings; independent directors meet in executive session at each regular board meeting .
- Lead Independent Director: Following the 2025 annual meeting, Molly Harper serves as Lead Independent Director (after Charles O’Keeffe’s retirement) .
- CG&N activity: CG&N held 1 meeting in 2024; Audit held 4; Compensation held 3 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 60,000 | Standard non-employee director retainer |
| CG&N Chair Retainer | 10,500 | Committee chair fee |
| Audit Committee Member Retainer | 10,500 | Committee member fee |
| Meeting Fees | 0 | No meeting fees paid |
| Total Cash Fees (2024, reported) | 81,000 | Matches “Fees Earned or Paid in Cash” for Tamar Thompson |
Performance Compensation
| Component | 2024 Grant-Date Fair Value ($) | Structure | Vesting |
|---|---|---|---|
| Stock-Based Awards (Options + RSUs) | 300,019 | Company grants stock options and RSUs to directors (no Performance Shares/Units utilized to date) | Time-based vesting per award agreements |
Plan-defined performance measures (not currently used for director grants; company has only granted options and RSUs to date):
| Measure Category | Examples (per 2018 Plan) |
|---|---|
| Financial | Net Sales/Revenue; EPS; Net Income; EBITDA; Return on Capital/Equity; Enterprise Value |
| Market/TSR | Share price; Cumulative TSR; Value growth of reinvested dividends |
| Operational | Cash flow; Working capital; Cost reductions; Debt targets; M&A synergies |
Vesting and award detail (as of March 31, 2025 record date):
| Instrument | Quantity | Strike/Type | Vesting Notes |
|---|---|---|---|
| Options (Exercisable) | 13,333 | $11.59 | Exercisable; additional tranches vest beginning May 25, 2025 |
| Options (Exercisable) | 9,841 | $14.15 | Exercisable; further tranches vest beginning December 8, 2025 |
| Options (Unvested) | 26,667 | $11.59 | Vest in two annual tranches beginning May 25, 2025 |
| Options (Unvested) | 19,683 | $14.15 | Vest in two annual tranches beginning December 8, 2025 |
| Options (Unvested) | 23,248 | $21.12 | Vest in three annual tranches beginning November 21, 2025 |
| RSUs (Unvested) | 2,827 | Full-value | Vest in two annual tranches beginning December 8, 2025 |
| RSUs (Unvested) | 2,841 | Full-value | Vest in three annual tranches beginning November 21, 2025 |
Change-in-control treatment: Unvested awards may be made immediately exercisable/vested at the Compensation Committee’s discretion; vested awards deemed earned/payable; awards may be cash-settled or assumed/substituted by acquirer .
Other Directorships & Interlocks
| Company/Entity | Relationship to CPRX | Potential Interlock/Conflict Considerations |
|---|---|---|
| Avidity Biosciences (public) | External directorship; no disclosed transactions with CPRX | No related-party transactions disclosed since 2023 |
| Alexion/AstraZeneca Rare Disease (employer) | Same sector (rare disease) as CPRX | Industry overlap; board affirms independence; no related-party transactions disclosed |
| MassBio (trade association) | External governance leadership | Policy/advocacy role; no CPRX transactions disclosed |
Expertise & Qualifications
- Health policy/government affairs expert with senior roles at Alexion/AstraZeneca Rare Disease and Bristol-Myers Squibb; focus on rare diseases and stakeholder engagement .
- Governance experience as CG&N chair at CPRX and committee member at Avidity (Compensation and Nominating & Governance) .
- Education: M.S. in Health Sciences (Public Health), Trident University (Cypress, CA) .
Equity Ownership
| Metric (Record Date: Mar 31, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 24,587 (includes 23,174 options exercisable within 60 days) |
| % of Shares Outstanding | Less than 1% (out of 121,959,172 shares) |
| Options – Exercisable | 23,174 (13,333 @ $11.59; 9,841 @ $14.15) |
| Options – Unvested | 69,598 (26,667 @ $11.59; 19,683 @ $14.15; 23,248 @ $21.12) |
| RSUs – Unvested | 5,668 (2,827 and 2,841 tranches) |
| Hedging/Pledging | Prohibited by company policy (no pledging/margining) |
Note: As of December 31, 2024, director equity holdings disclosed for Ms. Thompson included 92,772 stock options and 5,668 unvested RSUs (aggregate counts) .
Governance Assessment
- Board effectiveness: Ms. Thompson chairs CG&N, overseeing board composition (including the ongoing search for a seventh director following O’Keeffe’s retirement), and serves on Audit—positions signaling strong governance engagement and oversight .
- Independence and attendance: Independence affirmed; board and committee participation met governance norms (≥75% attendance), with regular executive sessions of independent directors—positive for investor confidence .
- Compensation alignment: Director cash/equity mix is modest (cash $81,000; equity $300,019 in 2024) with only time-based options/RSUs; hedging/pledging prohibited—supports alignment without high-risk structures or performance metric gaming for directors .
- Conflicts/related parties: No related-party transactions disclosed since 2023; while her employer operates in rare disease (sector overlap), there are no disclosed transactions with CPRX and independence is affirmed—monitor but no current red flags .
- RED FLAGS: None disclosed—no pledging, no related-party transactions, timely Section 16 filings; continue monitoring sector interlocks and any future transactions involving Alexion/AstraZeneca .
Overall, Tamar Thompson’s governance profile reflects independence, committee leadership, health policy expertise, and adequate ownership alignment through equity grants; absence of related-party transactions and prohibitions on hedging/pledging reduce alignment risks, though industry overlap warrants routine oversight by Audit and CG&N to preempt potential conflicts .