Krista Fogarty
LipocineAbout Krista Fogarty
Krista Fogarty, MAcc, is Principal Accounting Officer (since January 2022) and Corporate Controller (since October 2018) at Lipocine (LPCN). She holds a B.S. and MAcc in Accounting from Utah State University and is age 58 as of March 31, 2025 . Company-level pay-versus-performance disclosures show 2024 Net Income of $0.8M and a cumulative TSR value of $28.96 for a $100 initial investment, framing the firm’s recent performance context during her tenure . Fogarty is formally listed as Principal Accounting Officer on recent filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alternative Behavior Strategies | Chief Financial Officer | 2017–2018 | Led finance for ABA therapy provider |
| Navigen | Controller & Associate VP, Business Operations | 2016–2017 | Finance and operations oversight for drug discovery/development |
| Lineagen | VP Finance | 2013–2016 | Built finance function for genomics/biotech services |
| NPS Pharmaceuticals | Corporate Controller | Not disclosed | Corporate accounting leadership at biotech firm |
External Roles
No public company directorships or external board roles disclosed for Fogarty .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 248,000 | 266,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 62,005 | 27,930 |
| Stock Awards ($) | – | 10,729 |
| Option Awards ($) | – | 22,809 |
| All Other Compensation ($) | 11,066 (401k match) | 13,120 (401k match) |
Additional current-base reference: Employment Agreement notes her initial base salary at $235,000 (Mar 7, 2022) increased by the Board to $275,310 (current setting; subject to further adjustment) .
Performance Compensation
Annual Bonus Plan and Metrics
- Eligible to participate in Lipocine’s cash bonus plan; committee establishes corporate targets based on strategic/operating plans. Specific metric weightings/targets for Fogarty are not disclosed .
RSU Awards (granted 2024)
| Grant Date | Type | Shares | Vesting/Performance Condition | Market Value ($) |
|---|---|---|---|---|
| 03/08/2024 | Time-based RSU | 991 | 3-year schedule: 33.3% on 1-year anniversary; 16.7% semi-annually thereafter | 4,836 |
| 03/08/2024 | Performance RSU | 990 | Vests upon FDA approval of NDA submission for LPCN 1154 | 4,831 |
| 03/08/2024 | Performance RSU | 991 | Vests upon successful achievement of specified Corporate business activities | 4,836 |
Notes:
- RSU fair value at grant used $3.61/share (proxy RSU worksheet) .
- RSU vesting structures are explicitly defined in proxy footnotes .
Stock Options (outstanding at 12/31/2024)
| Option Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 10/22/2018 | 882 | – | 19.21 | 10/22/2028 |
| 12/04/2018 | 294 | – | 24.82 | 12/04/2028 |
| 01/28/2020 | 1,529 | – | 7.79 | 01/28/2030 |
| 12/15/2020 | 2,705 | – | 23.29 | 12/15/2030 |
| 12/07/2021 | 2,705 | – | 19.04 | 12/07/2031 |
| 12/22/2022 | 3,601 | 1,801 | 6.98 | 12/22/2032 |
| 12/23/2024 | – | 5,943 | 4.80 | 12/23/2034 |
General option vesting terms: 3-year vesting with 1/3 cliff after year one; remaining 2/3 monthly over 24 months; 10-year life .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/31/2025) | 13,532 shares; <1% of outstanding (5,350,356 shares outstanding) |
| Breakdown | 1,066 shares directly held; 12,466 shares via options exercisable within 60 days |
| Vested vs Unvested | Multiple tranches of vested options; unvested options (e.g., 5,943 from 12/23/2024) and unvested RSUs (time/performance) remain outstanding |
| Pledging/Hedging | No pledging or hedging disclosures identified for Fogarty |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | March 7, 2022 |
| Current Role | Principal Accounting Officer (since Jan 2022); Corporate Controller (since Oct 2018) |
| Base Salary | Initial $235,000; increased by Board to $275,310 (subject to future adjustments) |
| Bonus Eligibility | Eligible under company cash bonus plan |
| Severance (termination without Cause/for Good Reason) | 26 weeks of then-applicable base salary; 6 months accelerated vesting of all outstanding equity awards |
| Change-of-Control Mechanics | Not specifically delineated beyond severance and acceleration terms in employment agreement |
| Non-compete/Non-solicit | Not disclosed |
| Indemnification | Covered under company indemnification agreements for officers/directors |
Performance Context (Company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 0.5M | -2.85M* | 11.20M |
| EBITDA ($) | -12.11M* | -17.90M* | -1.11M* |
| Net Income ($) | -10.76M* | -16.35M* | 0.008M |
| Pay-vs-Performance: Avg Non-CEO NEO Compensation Actually Paid ($) | 261,595 | 320,937 | 375,753 |
| Pay-vs-Performance: Company Net Income ($M) | -10.8 | -16.4 | 0.8 |
| Pay-vs-Performance: $100 TSR Value ($) | 40.14 | 16.56 | 28.96 |
Values with an asterisk are retrieved from S&P Global and provided without document citations. Values retrieved from S&P Global.
Compensation Structure Analysis
- Cash vs. equity mix: For 2024, Fogarty’s compensation combined base ($266k), bonus ($27.9k), stock awards ($10.7k), and option awards ($22.8k), with modest equity components vs cash, consistent with a principal accounting role at a small-cap biotech .
- RSUs shifted toward performance alignment in 2024: Two RSU tranches vest on FDA approval of LPCN 1154 and on corporate activity milestones, explicitly linking equity realization to value-creation events .
- Award timing and MNPI controls: Company asserts no timing of grants around material nonpublic information and adherence to award timing policy in 2024 .
- Perquisites: Fogarty’s “all other” compensation comprised 401(k) matching; no tax gross-ups or outsized perquisites disclosed .
Vesting Schedules and Potential Insider Selling Pressure
- Time-based RSU tranche from 03/08/2024 will begin vesting at 33.3% on the one-year anniversary and continue semi-annually at 16.7% thereafter, creating periodic share delivery events over 2025–2026 .
- Performance RSU tranches vest only upon material milestones (FDA approval for LPCN 1154 and defined corporate activities), deferring potential share delivery until those outcomes occur .
- Options span expirations from 2028 to 2034; vesting is largely complete for older grants, with recent unvested grants from late 2024/2022 still subject to schedules .
- Form 4 trade history could not be retrieved due to an access error, so recent insider sales/purchases beyond proxy holdings are not included (attempted query for 2023–2025, “Krista Fogarty”).
Equity Ownership & Alignment Details
| Component | Quantity | Notes |
|---|---|---|
| Directly held shares | 1,066 | As of 03/31/2025 |
| Options exercisable ≤60 days | 12,466 | Included in beneficial ownership |
| Total beneficial ownership | 13,532 | <1% of 5,350,356 shares outstanding |
| RSUs unvested (time/performance) | 991 / 990 / 991 | 03/08/2024 grants; vesting per conditions |
| Shares pledged | None disclosed | |
| Ownership guideline | Not disclosed |
Investment Implications
- Alignment: Fogarty’s equity exposure is modest (<1% ownership), but performance RSUs directly link personal payout to pivotal regulatory and corporate milestones, enhancing alignment with value creation .
- Retention risk: Severance is limited (26 weeks of salary) with six months accelerated vesting—adequate but not excessive; absence of large change-of-control multiples suggests disciplined governance, with moderate retention protection .
- Selling pressure: Time-based RSU vesting from the 03/08/2024 grant initiates periodic share delivery beginning in March 2025; performance RSUs defer delivery to milestone achievement, limiting near-term forced selling dynamics .
- Execution sensitivity: Compensation structure places emphasis on achieving LPCN 1154 regulatory success and corporate milestones; while Fogarty’s role is accounting-focused, her equity outcomes are nonetheless tied to the company’s clinical and strategic execution .