Ira Duarte
HERON THERAPEUTICS, INC. /DE/About Ira Duarte
Heron's Executive Vice President and Chief Financial Officer since June 16, 2023; age 56; CPA (inactive); B.S. in Accounting, Florida Atlantic University. Prior roles include CFO of Veloxis Pharmaceuticals (2016–2023), Corporate Controller at BioDelivery Sciences (2014–2016), and senior finance roles at Chiesi USA/Cornerstone Therapeutics, where she was a core member guiding the sale of Cornerstone to Chiesi; earlier career at Ernst & Young . During Duarte’s tenure, Heron’s revenue rose from $107.7M (FY22) to $144.3M (FY24), and EBITDA improved from $(166.4)M to $(9.0)M; the company’s cumulative TSR (fixed $100) measured per SEC rules declined from $43.14 (2021) to $7.23 (2024), reflecting multi-year equity performance pressures . Revenues and EBITDA values below are from S&P Global; TSR values are from Heron’s proxy.
Company Performance Snapshots
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $107,672,000* | $127,044,000* | $144,285,000* |
| EBITDA ($USD) | $(166,369,000)* | $(90,116,000)* | $(9,036,000)* |
Values retrieved from S&P Global*
| TSR – Initial Fixed $100 Investment (per Item 402(v)) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company Cumulative TSR | $43.14 | $11.81 | $8.03 | $7.23 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veloxis Pharmaceuticals | Chief Financial Officer (financial leadership roles 2016–2023) | 2016–2023 | Led finance at a fully integrated specialty pharma; executive leadership continuity through private-to-public transitions . |
| BioDelivery Sciences | Corporate Controller | 2014–2016 | Strengthened accounting controls at commercial-stage specialty pharma . |
| Chiesi USA / Cornerstone Therapeutics | Senior Director Corporate Finance; Director of Accounting & FP&A | 2009–2014 | Core member guiding sale of Cornerstone Therapeutics to Chiesi Farmaceutici S.p.A. (value realization) . |
| Ernst & Young | Staff → Senior Manager | Not disclosed | Audit and advisory foundation supporting later operating finance roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TerrAscend Corp. | Director | Since Dec 2022 | Governance and oversight at a North American operator; broadens industry perspective . |
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid |
|---|---|---|---|
| 2025 (set for year) | $530,450 | 50% | Not disclosed |
| 2024 | $515,000 | 50% | $296,125 |
| 2023 | $500,000 | 50% | $128,844 |
Additional cash compensation/perquisites: 2024 included $10,350 of 401(k) match; no perquisites otherwise disclosed .
Performance Compensation
Annual Cash Incentive Program – 2024
| Metric | Weighting | Target | Actual / Outcome | Payout Impact | Vesting |
|---|---|---|---|---|---|
| ZYNRELEF & APONVIE Revenue | 40% | $25.7M–$31.1M | Met ($30.1M) | Contributes to aggregate 115% achievement | Cash, paid post-year |
| CINVANTI & SUSTOL Revenue | Part of revenue goals | $102.3M–$110.1M | Exceeded ($114.2M) | As above | As above |
| Total Net Revenue | Part of revenue goals | $128.0M–$141.2M | Exceeded ($144.2M) | As above | As above |
| Operating Expense (GAAP less SBC & D&A) | 30% | $112.9M–$116.0M | Exceeded ($103.8M) | As above | As above |
| EBITDA (Operating income less SBC & D&A) | — | $(16.7)M–$(19.8)M | Exceeded ($3.9M) | As above | As above |
| Cash on Hand | — | $30.0M–$33.0M | Exceeded ($59.3M) | As above | As above |
| VAN PAS Submission | 30% | Q2 2024 | Met | As above | As above |
| VAN PAS Approval | — | Q4 2024 | Met | As above | As above |
| PFS Product Dev Milestones | — | Q3 & Q4 2024 | Met | As above | As above |
| ZYNRELEF sNDA Approval | — | Q1 2024 | Met | As above | As above |
Aggregate corporate performance achievement: 115%; Duarte payout at 115% of target, yielding $296,125 for 2024 .
Equity Awards and Vesting Schedules
| Year | Award Type | Grant Date | Shares / Units | Strike | Expiry | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Stock Options | 1/19/2024 | 371,935 | $2.09 | 1/19/2034 | Monthly over 48 months |
| 2024 | RSUs | 1/19/2024 | 61,989 | n/a | n/a | Quarterly over 16 quarters |
| 2023 | Time-based Options | 6/16/2023 | 800,000 | $1.21 | 6/16/2033 | 25% at 1-year; monthly thereafter to 4 years |
| 2023 | Performance-based Options | 6/16/2023 | 200,000 (threshold disclosed), part of 500,000 grant | $1.21 | 6/16/2033 | Stock-price hurdles $4.50 to $9.00; 20 of 30 trading days requirement |
| 2023 | RSUs | 6/16/2023 | 37,500 (outstanding YE2024) | n/a | n/a | Annual in 4 equal installments |
Grant-date fair values: Options $473,779 (2024) and $1,066,875 (2023); RSUs $129,557 (2024) and $60,500 (2023) .
Option exercises: None in 2024; Duarte RSU vesting 24,123 shares, value realized $74,639 .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership | Components and Notes |
|---|---|---|
| April 21, 2025 | 213,071 shares (<1%) | 124,455 common; 64,422 options exercisable within 60 days; 24,194 RSUs vesting within 60 days . |
| March 31, 2024 | 104,372 shares (<1%) | 85,000 common; 15,498 options exercisable within 60 days; 3,874 RSUs vesting within 60 days . |
- Hedging/derivatives prohibited; short sales and options (puts/calls) banned under Insider Trading Policy . In 2024, the policy permitted pledging/margin accounts; 2025 policy emphasizes prohibition of speculative/hedging; pledging status not explicitly restated in 2025 proxy .
- Stock ownership guidelines: Not disclosed.
- Shares pledged as collateral: Not disclosed.
Employment Terms
| Provision | Duarte Agreement (6/16/2023) |
|---|---|
| Base, Target Bonus | Initial base $500,000; raised to $530,450 for 2025; target bonus 50% of base . |
| Severance (no CIC) | Lump sum: 1× base; plus average bonus from prior 3 years; 12 months benefits continuation; 12 months accelerated vesting of time-based equity (performance-based awards excluded) . |
| Change-in-Control (3 months before / 18 months after) | Lump sum: 1× base (or higher if base increased at CIC); plus average bonus from prior 3 years; 12 months benefits; 100% acceleration of outstanding unvested stock awards (time-based); performance-based awards vest based on actual performance per plan . |
| Clawback | Dodd-Frank compliant recoupment of incentive comp tied to financial reporting measures upon restatements (3-year lookback), regardless of fault . |
| Tax Gross-ups | None provided (no 280G/409A gross-up protection) . |
| Non-compete / Non-solicit | Not disclosed; Good Reason includes material role changes, compensation reduction, relocation >40 miles . |
Illustrative payout values (as of 12/31/2024, using $1.53/share): Termination (no CIC) $882,659; Termination due to CIC $1,650,259 (includes accelerated equity values noted) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 option grant value ($473,779) was materially lower than 2023 ($1,066,875), while RSU grant value rose ($129,557 vs $60,500), indicating a shift toward more balanced time-based equity and reduced option leverage year-over-year .
- Guaranteed vs at-risk pay: 2024 base salary increased by 3% to $515,000; bonus driven by corporate goal achievement at 115% of target, reinforcing pay-for-performance emphasis .
- Performance metrics: Annual incentives tied to revenue, operating expense, EBITDA, cash and regulatory milestones; performance options are tied to multi-threshold stock price hurdles ($4.50–$9.00) requiring sustained levels (20 of 30 trading days) .
- Repricing/modification: No option repricing disclosed; equity plan explicitly prohibits repricing without shareholder approval .
Related Party Transactions and Governance Signals
- Related party transactions: None requiring disclosure since January 1, 2024 (and none since Jan 1, 2022 in prior proxy) .
- Legal proceedings: No executive or director subject to disclosable legal proceedings .
- Say-on-Pay: 2023 NEO compensation approval received ~83% support at the 2024 meeting, down from ~98% in 2023; Compensation Committee engaged Compensia and adjusted program considering shareholder feedback .
- Equity plan dilution/burn: Company-level disclosures highlight plan capacity and burn rate trends; relevant to alignment and dilution but not specific to Duarte .
Investment Implications
- Alignment and leverage: Duarte’s incentive design blends operational metrics (revenue, EBITDA, cash) with regulatory/product milestones, supporting near-term commercial execution while performance options link upside to sustained share price thresholds, potentially curbing “pay for volatility” risk .
- Retention vs change-of-control: Single/double-trigger CIC window (3 months pre/18 months post) plus full acceleration of time-based equity and performance-based vesting on actual performance can mitigate retention risk but may increase management’s neutrality toward strategic transactions that crystallize value .
- Ownership signal: Duarte’s beneficial ownership remains <1% with a mix of common, near-term exercisable options, and RSUs—adequate alignment, but not a controlling position; no disclosed pledging, and hedging is banned .
- Program trajectory: Lower option grant values and higher RSU mix in 2024 may reduce pressure for short-term share price spikes while enhancing retention through time-based vesting; continued improvement in EBITDA and net revenue provides headroom for incentive attainment, though multi-year TSR remains challenged .
Notes:
- Revenues and EBITDA marked with * are values retrieved from S&P Global.