Thomas Tray
INCYTEAbout Thomas Tray
Thomas Tray is Vice President, Chief Accounting Officer and, since September 16, 2025, also Principal Financial Officer (PFO) of Incyte; he is 48, joined Incyte in June 2005 as Manager, External Reporting, and previously served as Vice President and Controller. He holds a B.S. in Accounting (Mount Saint Mary’s University) and an Executive MBA in Pharmaceutical Marketing (Saint Joseph’s University) . As PFO/PAO, he signs Sarbanes–Oxley Section 302 and 906 certifications for Incyte’s 10‑Q filings, evidencing direct accountability for disclosure controls and internal control over financial reporting . Company performance context: Incyte reported 2024 revenues of $4.2B (+15% YoY); Jakafi net sales were $2.8B (+8% YoY) and Opzelura revenues were $508M (+50% YoY) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Incyte | Principal Financial Officer (additional position to CAO) | Effective Sep 16, 2025 | Became PFO while continuing as VP & CAO, assuming principal responsibility for financial reporting and certifications |
| Incyte | Vice President & Chief Accounting Officer | Not disclosed (current) | Leads accounting, principal accounting officer; signs internal control and disclosure certifications |
| Incyte | Vice President & Controller | Not disclosed (prior to CAO) | Led controllership; progressed to CAO/PFO roles |
| Incyte | Manager, External Reporting | Joined June 2005 | Built SEC reporting foundation; long-tenured finance leadership at Incyte |
External Roles
No public company directorships or external board roles disclosed in SEC filings for Mr. Tray. The October 3, 2025 8‑K notes no family relationships and no related‑party transactions requiring disclosure under Item 404(a), but does not identify external board service .
Fixed Compensation
| Item | Mr. Tray | Company Policy |
|---|---|---|
| Base salary | Not disclosed in 2024/2025 proxy (not a named executive officer) | Salary is fixed; does not vary with performance |
| Target bonus % | Not disclosed | Annual incentive plan (AIP) cash bonus varies with corporate performance; ESG goals included since 2022 and tied to compensation in 2025 |
| Actual bonus paid | Not disclosed | Bonus outcomes tied to achievement of annual corporate objectives |
Performance Compensation
| Component | Metric | Targeting/Weighting | Vesting | Notes |
|---|---|---|---|---|
| Performance Shares (PSUs) | Total Shareholder Return (TSR) | CEO: 60% of target equity; Other U.S. executive officers: 50% (2024–2025 mix) | Cliff vests after 3 years | Entirely TSR‑based for 2024 and 2025 grants |
| Stock Options | Stock price appreciation | CEO: 20%; Other execs: 30% (2024–2025 mix) | 4‑year vest; minimum 12 months initial vesting | No option repricing policy |
| RSUs | Time‑based service | CEO: 20%; Other execs: 20% (2024–2025 mix) | 4‑year vest; minimum 12 months initial vesting | Included in ownership guideline calculations |
Notes: The proxy discloses program structure but does not provide Mr. Tray’s individual award values or PSU payout curves.
Equity Ownership & Alignment
- Stock ownership guidelines: Executive officers are required to hold equity equal to 3× annual base salary (CEO: 6×; non‑employee directors: 6× annual retainer). Executives have five years to reach compliance; RSUs and earned PSUs count, options do not .
- Anti‑hedging/pledging: Hedging, short sales, margin purchases, pledging, and derivatives (swaps/collars) are prohibited. Trading requires pre‑clearance; executives must trade via pre‑cleared 10b5‑1 plans .
- Insider trading plans (potential selling pressure): Mr. Tray has repeatedly established small, time‑boxed Rule 10b5‑1 plans.
| Plan Adoption Date | Shares Authorized to Sell | Plan End Date |
|---|---|---|
| Mar 7, 2024 | Up to 1,093 shares | Jun 28, 2024 |
| Jun 13, 2024 | Up to 954 shares | Jun 13, 2025 |
| Sep 13, 2024 | Up to 1,300 shares | Sep 15, 2025 |
| Feb 28, 2025 | Up to 1,614 shares | Feb 28, 2026 |
| Aug 22, 2025 | Up to 4,143 shares | Aug 24, 2026 |
These prearranged plans suggest periodic, modest sales; pledging/hedging is prohibited, supporting alignment .
Employment Terms
| Topic | Detail |
|---|---|
| Executive Severance Plan (adopted Oct 27, 2025) | Applies to designated participants (EVPs and President, R&D). Benefits upon qualifying termination (without Cause or for Good Reason): lump sum equal to base salary + target bonus; company‑paid COBRA up to 12 months; company‑paid basic life insurance up to 12 months; 12 months outplacement; subject to 12‑month non‑compete, non‑solicit, non‑disparagement, confidentiality and cooperation; release required; Section 409A compliant . |
| Change‑in‑Control (CiC) interplay | During 24 months post‑CiC, covered participants are governed by individual Employment Agreements; the Severance Plan does not apply in that window . |
| Equity vesting under CiC | Company policy is double‑trigger equity vesting (no single‑trigger) . |
| Clawback | Dodd‑Frank compliant clawback adopted; legacy policy to recover incentive compensation based on financial reporting measures within a rolling 3‑year lookback in case of restatement due to fraud/intentional misconduct . |
| Tax gross‑ups | No golden parachute excise tax gross‑ups . |
| Trading policy | Pre‑clearance required; executive trading must be via pre‑cleared 10b5‑1 plans . |
Coverage note: The Severance Plan explicitly designates EVPs and President, R&D; Mr. Tray (VP, CAO/PFO) is not identified as a participant in the adoption disclosure .
Risk Indicators & Red Flags
- Related party transactions: None involving Mr. Tray; 8‑K affirms no direct or indirect material interest in transactions requiring Item 404(a) disclosure and no family relationships with directors/executives .
- Hedging/pledging: Prohibited for executives and directors (alignment positive) .
- Options repricing: Prohibited (governance positive) .
- Trading cadence: Multiple small 10b5‑1 plans indicate structured, modest selling rather than opportunistic sales .
Investment Implications
- Alignment: Strict anti‑hedging/pledging and ownership guidelines, plus double‑trigger CIC vesting and robust clawbacks, indicate strong governance and pay‑for‑performance orientation; PSUs for executives are fully TSR‑based for 2024–2025 .
- Retention: Tray’s 20‑year tenure and recent elevation to PFO suggest high institutional knowledge and continuity in financial controls; absence of disclosed special retention bonuses alongside companywide Severance Plan coverage limited to EVPs indicates standard retention levers (equity and AIP) .
- Trading signals: Repeated, small 10b5‑1 plans point to planned liquidity rather than unusual selling pressure; monitor Forms 4 for executions and any plan amendments .
- Disclosure gap: As a non‑NEO, Mr. Tray’s individual cash comp, grant values, and ownership totals are not disclosed in the proxy; analysts should rely on Section 16 filings for position sizes and activity while using company policy disclosures to assess alignment .