Alex Kelly
About Alex Kelly
Alex Kelly, 58, is Chief Financial Officer of Precision BioSciences (since May 2021; interim CFO Jan–May 2021; Chief Corporate Affairs Officer Oct 2020–Jan 2021). He previously held senior roles at Allergan/Actavis and Forest Laboratories, and holds a Bachelor of Science in Pharmacy from Purdue University . Company pay-versus-performance disclosures show 2024 net income of $7.2M vs. a $61.3M loss in 2023, and a two-year TSR value of $10.67 on a hypothetical $100 invested from 12/31/2022, indicating recent profitability improvement amid sector-driven share performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allergan plc | EVP, Corporate Affairs & Chief Communications Officer; President, The Allergan Foundation | 2015–2020 | Led messaging shaping culture; supported major transformations incl. AbbVie merger |
| Actavis plc (now Allergan) | SVP, Chief Integration Officer | Not disclosed | Led back-to-back integrations of Forest Laboratories and Allergan |
| Forest Laboratories | SVP, Chief Communications Officer, Public Affairs & IR | Not disclosed | Built consolidated corp comms/IR; led integration efforts |
| Bausch + Lomb; Merck; Schering-Plough; Novartis; Pharmacia; Pharmacia & Upjohn | Various senior roles | Not disclosed | Broad biopharma operating and communications leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthCare Institute of New Jersey | Chair | Not disclosed | Industry leadership and advocacy |
| California Life Sciences Association | Vice Chair | Not disclosed | Industry network and policy engagement |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 461,000 | 40% | 184,400 |
| 2024 | 461,000 | 40% | 191,776 |
Notes:
- No automatic salary increases; 2024 pay held flat for fiscal discipline .
Performance Compensation
Annual Bonus Structure (2024)
| Component | Weighting | Corporate Attainment | Target | Actual Payout |
|---|---|---|---|---|
| Corporate goals | 80% | 105% (reduced from 120% based on stock price) | 40% of salary | 191,776 (paid Jan 2025) |
| Individual goals | 20% (role-specific) | Not disclosed | 40% of salary | Included in total above |
Corporate goals included CTA submissions/approvals and first patient dosed in PBGENE-HBV ahead of schedule; plus two BD transactions for non-core CAR-T assets .
Equity Awards (2024 RSUs)
| Vesting Commencement Date | Shares Granted | Grant-Date Fair Value ($) | Weighted-Average Fair Value/Share ($) | Vesting Schedule |
|---|---|---|---|---|
| 1/20/2024 | 121,430 | 1,222,005 | 10.06 | Equal installments on each of first three anniversaries |
Outstanding RSUs at 12/31/2024:
| RSUs Not Vested | Market Value at 12/29/2024 ($3.81 close) |
|---|---|
| 41,705 | 158,896 |
| 79,725 | 303,752 |
Stock Options (Outstanding at 12/31/2024)
| Vesting Commencement | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 10/05/2020 | 7,131 | — | 189.30 | 10/29/2030 |
| 06/07/2021 | 2,050 | 293 | 340.20 | 06/06/2031 |
| 06/07/2021 | 3,417 | 488 | 340.20 | 06/06/2031 |
| 03/03/2022 | 5,575 | 2,534 | 122.40 | 03/02/2032 |
Notes:
- Options vest 25% at year 1, then quarterly over 36 months .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 105,325 shares; 1.0% of outstanding |
| Composition (within 60 days of 3/20/2025) | 86,256 common shares; 19,069 options exercisable |
| Unvested RSUs (12/31/2024) | 41,705 and 79,725 (market values $158,896 and $303,752, respectively, at $3.81 close) |
| Hedging | Prohibited for directors, officers, employees (e.g., collars, swaps, exchange funds) |
| Pledging | No pledging policy disclosure; no pledges identified in proxy ownership tables |
| Ownership guidelines | Corporate Governance Guidelines include “Stock ownership,” but specific multiples/requirements not disclosed |
| Insider purchases | Executives (PEO and NEOs) purchased 17,501 shares in May 2024 via non-brokered private placement at $12.00, above market; aggregate $210,012 (individual allocations not disclosed) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will; terminable by either party with 30 days’ notice |
| Severance (termination without cause or good reason) | 12 months base salary + 1x target bonus (lump sum), plus up to 12 months COBRA reimbursement |
| Change-in-control (double trigger: termination within 12 months post-CoC or 3 months pre-CoC) | 18 months base salary + 1.5x target bonus (lump sum), up to 18 months COBRA reimbursement, and accelerated vesting of all unvested time-based equity |
| Non-compete / non-solicit | 1 year post-termination (Amoroso 18 months if terminated within 12 months post-CoC; Kelly’s duration 1 year) |
| Clawback policy | Recovery of erroneously awarded incentive compensation within 3 completed fiscal years preceding a required accounting restatement; committee discretion on recovery method |
| Anti-hedging | Hedging transactions prohibited; policy filed as exhibit to 2024 Form 10-K |
| Perquisites | 401(k) matching ($11,513) and supplemental disability insurance premiums ($7,093) in 2024 |
Compliance/filings:
- Delinquent Section 16(a) reports: delayed Form 4 filings on May 3, 2024 for multiple insiders including Alex Kelly to report delayed settlement of March 3, 2022 RSUs (committee-approved) .
Investment Implications
- Pay-for-performance alignment: 2024 bonus structure weighted 80% corporate/20% individual with corporate attainment reduced from 120% to 105% in recognition of share price, signaling discipline in linking cash outcomes to both operations and market realities . RSUs vest over three years, supporting retention and long-term alignment .
- Retention and CoC protections: Double-trigger CoC severance (18 months base + 1.5x target bonus, COBRA, time-based equity acceleration) provides standard biotech-market protections without excessive multiples; base severance at 12 months + 1x target bonus is moderate, suggesting reasonable retention incentives .
- Selling pressure: Significant unvested RSUs from 2024 may create periodic delivery events; anti-hedging policy reduces misalignment risk; no pledging disclosures found. The May 2024 insider private placement at a premium indicates confidence, though individual allocations for Kelly were not disclosed .
- Governance and risk: Clawback policy compliant with SEC rules and 3-year lookback; delayed Form 4 settlements were disclosed, reducing compliance overhang .
- Performance context: Company swung to positive net income in 2024 ($7.2M) vs. 2023 loss, while TSR tracked sector peers, implying macro/gene-editing cohort effects dominate stock outcomes; compensation “CAP” tied closely to stock price volatility, a common dynamic for pre-commercial biotech .
Say-on-Pay and benchmarking:
- First say-on-pay in 2025; Board recommends “FOR” and annual frequency; Aon engaged for executive comp peer benchmarking and trends, with disclosed independence and limited conflicts (D&O insurance brokerage by an Aon subsidiary approved by Board) .