Judith M. Matthews
About Judith M. Matthews
Judith M. Matthews (age 55) has served as Iterum Therapeutics’ Chief Financial Officer since November 2015. She holds a B.A. in Accounting from the University of Illinois at Urbana-Champaign and a Master of Management in finance and marketing from the Kellogg School of Management at Northwestern University . Company performance indicators during her tenure show three-year total shareholder return indices of 33.50 (2022), 234.92 (2023), and 210.71 (2024), alongside net losses of $44.4M (2022), $38.4M (2023), and $24.8M (2024) . EBITDA moved from -$28.6M* (2022) to -$45.7M* (2023) to -$18.4M* (2024), indicating a significant improvement in 2024 relative to 2023.*
Values marked with * were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Durata Therapeutics, Inc. | Vice President of Finance | 2012–Feb 2015 | Not disclosed |
| Bally Total Fitness Corporation | Head of Financial Planning & Analysis | 2009–2012 | Not disclosed |
| Sterno Group (subsidiary of Blyth, Inc.) | Vice President of Finance | 2004–2008 | Not disclosed |
External Roles
- No public company board roles or external directorships disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 411,211 | 429,550 |
| Discretionary Bonus ($) | 176,120 | 71,400 |
| Non-Equity Incentive Plan Compensation ($) | 156,763 | 172,438 |
| All Other Compensation ($) | 3,680 | 3,647 |
| Total ($) | 827,774 | 677,035 |
- Target annual performance bonus: 40% of base salary; confirmed by employment agreement and compensation committee actions (raised from 35% to 40% in Jan 2022) .
- Base salary rate progression: Increased to $431,097 effective Feb 1, 2024 and to $446,185 effective Feb 1, 2025 .
Performance Compensation
Cash Incentive Plan Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Target bonus (% of base) | 40% | 40% |
| Actual non‑equity incentive payout ($) | 156,763 | 172,438 |
| Discretionary bonus ($) | 176,120 | 71,400 |
| Basis | Strategic and corporate goals approved annually by the compensation committee (specific metrics/weights not disclosed) | Strategic and corporate goals approved annually by the compensation committee (specific metrics/weights not disclosed) |
- Special retention bonuses: In 2023 the committee approved retention bonuses contingent on milestones, including $247,520 for Ms. Matthews; amounts were paid in 2024 as milestones were achieved .
Equity Awards and Vesting
| Grant/Type | Shares/Units | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|
| 2023 Share Options | 100,000 | $1.00 | 33.33% on 03/31/2024; remaining vests in 24 equal monthly installments thereafter, subject to service | 03/31/2031 |
| RSUs (aggregate granted under 2018 Plan through 06/30/2025) | 13,333 | N/A | Not disclosed | N/A |
| PSUs (aggregate granted under 2018 Plan through 06/30/2025) | 8,599 | N/A | Not disclosed | N/A |
- Outstanding as of 12/31/2024: 58,313 options (exercisable) at $1.00 and 41,687 options (unexercisable) at $1.00; plus 792 exercisable options at $49.50 expiring 09/11/2027 .
- Change-of-control acceleration: Full acceleration of unvested equity awards for Ms. Matthews upon a qualifying termination in connection with a change of control .
Equity Ownership & Alignment
| Ownership Item | 12/31/2024 | 07/01/2025 |
|---|---|---|
| Shares beneficially owned (direct) | — | 8,135 |
| Options exercisable within 60 days | 59,105 (792 @ $49.50 + 58,313 @ $1.00) | 78,569 |
| Options unexercisable | 41,687 (at $1.00) | — |
| Total beneficial ownership (shares + options in 60 days) | — | 86,704; less than 1% of 42,131,328 shares outstanding |
| Pledging/Hedging | Company policy prohibits pledging, hedging, short sales, option transactions, margin accounts; no pledges disclosed | |
| Equity award cancellations (historical) | — | 132,657 options surrendered/canceled (aggregate historical) |
- As of June 30, 2025, the last reported sale price was $0.99, which implies $1.00 options were approximately at-the-money while $49.50 options were deeply out-of-the-money at that time .
Employment Terms
- Employment: At-will; initial IPO-amended offer letter set base salary at $350,000 and target bonus at 35%, later increased to 40% effective January 2022 .
- Severance (without cause or for good reason): 9 months of base salary (paid as salary continuations) + Company-paid COBRA premiums up to 12 months .
- Change-of-control severance: If qualifying termination occurs within one month prior to or 12 months post change of control, 12 months of base salary + additional cash equal to 100% of target annual bonus; full acceleration of unvested options/RSUs/other share awards .
- 280G “best net” provision: Payments are reduced or paid in full to maximize after-tax amounts; no excise tax gross-up .
- Change-of-control carve-out plan: Board-approved in March 2020; aggregate payouts to key employees (including Ms. Matthews) calculated on a tiered basis around approximately 2.5% of upfront consideration; specifics determined at transaction time .
- Clawback policy: Adopted October 2023 in compliance with Nasdaq Rule 5608; recovery of incentive-based compensation following any required accounting restatement .
- Anti-hedging/anti-pledging: Strict prohibitions on short sales, options transactions, hedging, margin accounts, and pledges .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -28,583,000* | -45,718,000* | -18,412,000* |
| Net Income ($) | -44,434,000 | -38,371,000 | -24,774,000 |
| TSR – Value of $100 Investment ($) | 33.50 | 234.92 | 210.71 |
Values marked with * were retrieved from S&P Global.
Compensation Committee Analysis
- Committee composition: Joseph J. Whalen, David G. Kelly, and Beth P. Hecht (chair); Ronald M. Hunt served until his resignation in Feb 2025 .
- Responsibilities include executive and director compensation, equity plan administration, severance and change-of-control arrangements, clawback implementation, and selection of independent compensation advisors; the committee met once and acted by written consent once in 2024 .
Investment Implications
- Alignment and incentives: Cash bonus program tied to strategic/corporate goals with a 40% target bonus provides annual at-risk pay; 2023 milestone-based retention bonuses (paid in 2024) indicate targeted retention levers during regulatory/commercial inflection points .
- Selling pressure: As of 12/31/2024, a material portion of 2023 options remained unvested (41,687); by 07/01/2025, options exercisable within 60 days rose to 78,569, but $1.00 strike options were only near-the-money given the $0.99 share price on 06/30/2025, limiting immediate monetization; $49.50 strike options are far out-of-the-money .
- Retention and change-of-control: Standard severance (9 months base) paired with robust CoC terms (12 months base + 100% target bonus + full acceleration) and a carve-out plan (~2.5% pool) could bias executives toward strategic transactions if value realization becomes more feasible than stand-alone execution .
- Governance safeguards: Clawback policy and anti-hedging/anti-pledging rules mitigate misalignment and risk-taking; no excise tax gross-ups (best-net 280G cutback) is shareholder-friendly .