Corey N. Fishman
About Corey N. Fishman
Corey N. Fishman is Iterum Therapeutics’ President & Chief Executive Officer and a Class III director; he has served on the board since November 2015 and is age 60 as of July 1, 2025 . He holds a B.A. in economics from the University of Illinois at Urbana–Champaign and an M.S.M. in finance from Purdue’s Krannert School of Management . Pay-versus-performance disclosures show “compensation actually paid” tracked company TSR and net income: TSR values of $210.71 (2024), $234.92 (2023), and $33.50 (2022) alongside net losses of $(24,774)k (2024), $(38,371)k (2023), and $(44,434)k (2022) . Under his leadership, Iterum received FDA approval (Oct 25, 2024) for ORLYNVAH (oral sulopenem) and launched the product in August 2025, signaling regulatory and commercial execution milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Durata Therapeutics, Inc. | Chief Operating Officer | 2010–2015 | Led operations through acquisition by Actavis; also served as CFO (2012–2015) aligning finance with commercialization |
| Durata Therapeutics, Inc. | Chief Financial Officer | 2012–2015 | Oversaw finance ahead of company sale to Actavis |
| GANIC Pharmaceuticals, Inc. | Chief Financial Officer | 2008–2010 | Built finance function in specialty pharma |
| MedPointe Healthcare, Inc. | Chief Financial Officer | 2006–2008 | Led finance before sale to Meda AB; earlier roles from 2002–2006 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Momenta Pharmaceuticals, Inc. | Director | 2016–2020 | Board oversight during strategic development; exited June 2020 |
| BioSpecifics Technology Corp. | Director | Apr 2020–Dec 2020 | Served through company’s acquisition by Endo International plc |
Fixed Compensation
| Item | Amount/Detail | Period | Notes |
|---|---|---|---|
| Base Salary (annualized) | $540,000 | Effective at IPO (May 2, 2018 amended offer) | Target bonus increased to 55% at IPO |
| Base Salary (annualized) | $573,000 | Effective Jan 1, 2021 | Compensation committee review |
| Base Salary (annualized) | $590,190 | Effective Feb 1, 2022 | Compensation committee review |
| Base Salary (annualized) | $613,798 | Effective Feb 1, 2023 | Compensation committee review |
| Base Salary (annualized) | $632,212 | Effective Feb 1, 2024 | Compensation committee review |
| Base Salary (annualized) | $648,017 | Effective Feb 1, 2025 | Compensation committee review |
| Target Bonus % | 55% of base salary | Current (2024–2025) | As set in employment agreement |
Multi‑year Summary Compensation (PEO):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 611,831 | 630,678 |
| Bonus ($) | 360,311 | 146,073 |
| Share Awards ($) | — | — |
| Option Awards ($) | 220,000 | — |
| Non‑Equity Incentive ($) | 320,709 | 347,716 |
| All Other Comp ($) | 5,960 | 8,549 |
| Total ($) | 1,518,811 | 1,133,016 |
Retention Bonus (narrative):
| Item | Amount | Timing | Notes |
|---|---|---|---|
| Special retention bonus recommended | $506,383 | Recommended in 2023 | Milestone‑based awards to incentivize continued dedication |
| Special retention bonus paid | $506,383 | Paid in 2024 | Paid upon milestone achievement |
Performance Compensation
Non‑Equity Incentive Program:
- Annual cash bonus program tied to strategic and corporate goals approved by the compensation committee; actual payouts: $347,716 (2024) and $320,709 (2023) for Mr. Fishman .
- PEO “compensation actually paid” adjusted for equity fair value changes; equity adjustments totaled $153,822 (2024) and $449,262 (2023) .
2023 Option Grant and Vesting:
| Grant Type | Shares | Grant Date | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options (2018 Plan) | 275,000 | Mar 31, 2023 | $1.00 | Mar 31, 2031 | 33.33% on first anniversary (Mar 31, 2024); remainder in 24 equal monthly installments; full acceleration on change‑of‑control per grant terms |
Outstanding Equity Awards (as of Dec 31, 2024):
| Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Options | 4,356 | — | $49.50 | Sep 11, 2027 |
| Options | 160,359 | 114,641 | $1.00 | Mar 31, 2031 |
Plan‑level awards since 2018 Plan inception (through Jun 30, 2025):
| Instrument | Corey N. Fishman |
|---|---|
| Options Granted (#) | 275,000 |
| RSUs Granted (#) | 28,666 |
| PSUs Granted (#) | 23,333 |
| Options Surrendered/Cancelled (#) | 370,487 |
Equity Ownership & Alignment
Beneficial Ownership (as of July 1, 2025; 42,131,328 shares outstanding):
| Holder | Shares Beneficially Owned | % Outstanding | Composition Detail |
|---|---|---|---|
| Corey N. Fishman | 479,225 | 1.1% | 137,062 direct shares ; 218,244 options exercisable within 60 days ; 123,919 warrants exercisable within 60 days |
Policies:
- Anti‑hedging and anti‑pledging: company prohibits hedging and pledging, margin accounts, and speculative transactions for directors/officers/employees .
- Price context: last reported sale price was $0.99 on June 30, 2025, implying the 2023 $1.00 options and $1.21 rights offering warrants were out‑of‑the‑money at that date .
Employment Terms
- At‑will employment; initial offer letter (Nov 18, 2015), amended at IPO (May 2, 2018) .
- Target bonus: 55% of base salary .
Severance and Change‑of‑Control:
| Provision | Mr. Fishman Terms |
|---|---|
| Severance (without cause/for good reason) | 12 months base salary paid as continuations; Company‑paid COBRA premiums up to 18 months |
| Change‑of‑Control (double trigger within 1 month before to 12 months after) | 18 months base salary + 150% of target annual bonus; full acceleration of unvested equity awards |
| 280G “better after‑tax” | Cutback vs full pay chosen to maximize after‑tax value to executive |
| Carve‑out plan (approved Mar 11, 2020) | Aggregate pool approximates ~2.5% of upfront consideration in a change‑of‑control; details determined at transaction time |
Board Governance
- Board classes: Fishman is Class III, term expiring at 2027 AGM; board had five members as of July 2025 .
- Independence: Fishman is not independent (serves as CEO); other directors (Hecht, Whalen, Kelly, Dunne) determined independent in March 2025 .
- Committees: Compensation Committee—Hecht (Chair), Whalen, Kelly; Audit Committee—Kelly, Whalen, Hecht; Nominating & Corporate Governance Committee—Kelly (Chair), Hecht .
- Chairmanship: Ronald Hunt resigned Feb 14, 2025; David Kelly appointed Chairman effective March 10, 2025 .
- Director compensation: CEO receives no additional compensation for board service; non‑employee directors are compensated under the policy .
Director Compensation (Policy Overview)
- Annual base cash retainer: $35,000; additional $27,500 for non‑executive chair; committee retainers: Audit Chair $15,000 / members $7,500; Compensation Chair $12,000 / members $6,000; Nominating Chair $8,000 / members $4,000 .
- Annual director equity awards are $110,000 with mix of options/RSUs; vest one year post‑grant; equity awards suspended in 2023 and 2024 and replaced with $40,000 cash payments; no RSUs outstanding for non‑employee directors as of Dec 31, 2024 .
Related Party Transactions
- Rights Offering (Aug 9, 2024): Fishman purchased 82,613 units for $99,961.73; each unit comprised 1 share, a 0.50 share warrant expiring one year from issuance at $1.21 exercise price, and a 1.0 share warrant expiring five years from issuance at $1.21 .
Risk Indicators & Red Flags
- Section 16(a) filings: Three Form 4s (including Fishman) were filed two days late (Aug 12, 2024) related to the rights offering subscriptions .
- Plan repricing authority: the 2018 Plan authorizes option/SAR repricing without prior shareholder approval—often viewed as a shareholder‑unfriendly governance feature .
- Anti‑hedging/anti‑pledging policy in place, reducing alignment risks from hedging or pledging .
Compensation Structure Analysis
- Mix shift: No equity grants to executives in 2024; options granted in 2023 with long‑dated vesting; director equity suspended in 2023–2024 in favor of cash—suggesting preservation of share pool and cash use for governance needs .
- Bonuses: 2023 included special retention bonuses to executives, paid upon milestones in 2024; 2024 had no “special bonuses” per committee narrative, but standard non‑equity incentives were paid .
- Performance criteria: Plan permits broad, milestone‑heavy metrics including regulatory filings/approvals, clinical trial progress, revenue/product revenue, TSV, EBITDA, and cash flow; however, specific annual weightings/targets are not disclosed in the proxy .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial stake | 479,225 shares (1.1%); mix of direct shares, options and warrants |
| Options moneyness snapshot | As of Jun 30, 2025, $1.00 options slightly out‑of‑the‑money vs $0.99 share price; $1.21 warrants more out‑of‑the‑money at that date |
| Pledging/Hedging | Prohibited for insiders, reducing misalignment risk |
Employment Terms
| Term | Summary |
|---|---|
| Start date | Offer letter dated Nov 18, 2015; amended at IPO |
| Contract | At‑will; no auto/scheduled increases beyond committee reviews |
| Severance | 12 months base + up to 18 months COBRA; under CoC, 18 months base + 150% target bonus; full equity acceleration on double trigger |
| 280G | “Better after‑tax” cutback vs full pay to maximize executive net |
| CoC carve‑out | ~2.5% of upfront consideration allocated to key employees (incl. PEO) |
Investment Implications
- Pay alignment and execution: Incentives include milestone‑based cash and option awards; pay-versus-performance adjustments and TSR disclosures indicate alignment to shareholder outcomes, while broad performance criteria allow regulatory and launch milestones to drive payouts—relevant given ORLYNVAH approval and launch .
- Retention and overhang: 18‑month severance and full CoC acceleration plus carve‑out economics (~2.5%) materially reduce departure risk but increase sale‑event payouts; proposed 2018 Plan share increase and historical option surrenders suggest careful management of equity overhang ahead of commercialization .
- Trading signals: As of June 30, 2025, key options/warrants were out‑of‑the‑money, limiting near‑term selling pressure; monitor plan amendment passage and subsequent equity grant cadence as commercialization scales .
- Governance checks: Independent chair (Kelly) offsets CEO/director dual role; however, option repricing authority without shareholder approval is a governance risk to watch; late Form 4s appear administrative rather than indicative of problematic trading behavior .