Roger Jeffs
LiquidiaAbout Roger Jeffs
Roger A. Jeffs, Ph.D. (age 63) is Chief Executive Officer of Liquidia and has served as a director since November 2020; he became CEO in January 2022. He holds a B.A. in Chemistry from Duke University and a Ph.D. in Pharmacology from the University of North Carolina School of Medicine . Under his tenure, Liquidia secured FDA approval for YUTREPIA on May 23, 2025 and commenced commercialization on June 2, 2025, driving inaugural product sales of $58.2 million for the nine months ended September 30, 2025 and $51.7 million in Q3 2025 . Pay-versus-performance disclosures show the value of a $100 investment in Liquidia at year-end rose from $130.80 (2022) to $247.02 (2023) and $241.48 (2024), while reported net losses were $(41.0) million (2022), $(78.5) million (2023), and $(130.4) million (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Therapeutics | Director (Board), President & COO (2001–2014), President & co-CEO (2015–2016) | 1998–2016 | Helped lead IPO; oversaw clinical/regulatory approvals for six rare disease products; managed commercial effort with consistent >20% CAGR and ~$1.5B revenue run-rate during tenure . |
| Amgen; Burroughs Wellcome | Clinical development roles | N/A | Early clinical development experience in large-cap pharma enabled later rare disease execution . |
| RareGen (now Liquidia PAH) | Director | 2018–2020 | Pulmonary hypertension asset experience and strategic alignment pre-merger . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kriya Therapeutics | Co-Founder & Vice Chairman | Since 2019 | Gene therapy company; continuing leadership role . |
| Axsome Therapeutics (NASDAQ: AXSM) | Director | Current | Public board service in biopharma . |
| Albireo Pharma (NASDAQ: ALBO) | Director | Prior 5 years | Prior public board experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 689,000 | 800,000 |
| Target Bonus % of Salary | 60% (set for 2023) | 70% (effective 2024) |
Notes:
- 2024 bonus payout reflected achievement of 72% of corporate goals, implying $403,200 paid to Jeffs (70% target on $800,000 base × 72%) .
Performance Compensation
Annual Cash Incentive Outcomes
| Year | Corporate Goal Achievement | Non-Equity Incentive Paid ($) |
|---|---|---|
| 2023 | 150% (goals) | 620,100 |
| 2024 | 72% (goals) | 403,200 |
Equity Awards (Structure, Sizing, and Vesting)
| Grant | Type | Size | Key Vesting Terms | Performance Link |
|---|---|---|---|---|
| Jan 11, 2023 | RSU | 289,500 | 25% vested Jan 11, 2024; remainder vests quarterly over 3 years, subject to service | Time-based |
| Jan 11, 2023 | Stock Option | 371,154 @ $6.17 | Monthly vesting over 4 years, subject to service | Time-based |
| Jan 11, 2024 | RSU | 221,338 | 25% vested Jan 11, 2025; remainder vests quarterly over 3 years, subject to service | Time-based |
| Jan 11, 2024 | PSU | 221,338 | Time-based: 25% on Jan 11, 2025, then quarterly over 3 years; settlement occurs on later of time-based schedule and first commercial sale of YUTREPIA, which occurred June 2, 2025 | Event-based: first commercial sale; then time-based thereafter |
Additional option schedule highlights for Jeffs (selected outstanding awards at 12/31/2024):
- 1,227,061 options exercisable at $5.14 (exp. 1/3/2032); 455,766 unexercisable .
- 679,200 options exercisable at $4.86 (exp. 6/17/2032); 252,275 unexercisable .
- 177,845 options exercisable at $6.17 (exp. 1/11/2033); 193,309 unexercisable .
- Prior smaller grants at $3.38 (exp. 11/18/2030), $2.51 (exp. 3/24/2031), $2.59 (exp. 8/20/2031) are fully exercisable .
Compensation Mix and Trends:
- 2024 saw a larger emphasis on RSUs/PSUs ($5.53M in stock awards) with no option awards for Jeffs in 2024 vs. options present in 2023, indicating a shift toward RSUs/PSUs that reduce risk and tie vesting to commercial milestones (PSUs) .
- 2023 and 2024 bonus outcomes were formulaic and aligned to corporate goal attainment (150% in 2023; 72% in 2024) .
Equity Ownership & Alignment
| Beneficial Ownership (Record Date: Apr 23, 2025) | Shares | % Outstanding |
|---|---|---|
| Roger A. Jeffs, Ph.D. (aggregate) | 4,624,172 | 5.3% |
Breakdown:
- 46,595 shares held by Roger A. Jeffs Living Trust; 498,268 shares held directly (incl. 9,856 via ESPP) .
- 1,541,667 shares held by Serendipity BioPharma LLC (Jeffs is a manager with sole voting/dispositive power) .
- 2,537,642 shares underlying options/RSUs that would vest within 60 days of the record date included in beneficial ownership .
Vested vs. Unvested (as of 12/31/2024):
- Unvested RSU/PSU total: 605,520 units; market value $7,120,915 at $11.76/share reference .
- Options: multiple tranches with stated exercisable/unexercisable balances as above .
Pledging/Hedging:
- Company policy prohibits hedging and pledging of company securities (margin and collateralized transactions) without prior CFO approval .
- No pledges by Jeffs are disclosed in the proxy .
Ownership Guidelines:
- Not disclosed in the provided materials.
Insider Selling Pressure:
- The company uses sell-to-cover for tax withholding on RSU/PSU settlements, leading to automatic, non-discretionary sales upon vesting (reduces interpretability of sales as bearish signals) .
Employment Terms
- CEO Employment Agreement (Jan 3, 2022): Base salary initially $650,000 with increases; target bonus increased from 50% to 60% for 2023 and to 70% for 2024+; at-will; confidentiality/inventions; non-compete and non-solicit for 12 months post-termination .
- Severance/Change-in-Control Plan (Amended May 2024): Participants are designated into Tiers. Outside CoC: Tier 1 receives 18 months’ salary + target annual incentive, COBRA premium support for 18 months; Tiers 2–4 receive 12/9/6 months’ salary and corresponding COBRA support; all tiers receive accrued obligations . During CoC period (3 months before to 12 months after): Tier 1 receives 24 months’ salary + target annual incentive, 100% equity acceleration, and COBRA lump-sum; Tiers 2–4 receive 12/9/6 months’ salary + target annual incentive and 100% equity acceleration with corresponding COBRA lump-sum . Jeffs participates under this Severance Plan per his employment agreement; tier designation is made by the Compensation Committee .
- Clawback: Policy adopted Nov 2, 2023 pursuant to Nasdaq standards; applies to incentive-based compensation upon an accounting restatement for the three completed fiscal years preceding the restatement .
Board Governance
- Role: CEO and director; not independent (only eight named directors are classified independent) .
- Board leadership: Chair and CEO roles are separated; independent Chair (Dr. Stephen Bloch) leads governance and oversight .
- Committee memberships: All standing committees (Audit; Compensation; Nominating & Corporate Governance) are composed solely of independent directors; Jeffs is not on these committees (he previously served on committees prior to becoming CEO) .
- Board attendance: Board held 6 meetings in 2024; only Paul Manning attended <75% of meetings; others met attendance expectations .
- Director compensation: Jeffs receives no additional compensation for board service (director retainers apply to non-employee directors only) .
Director Compensation (Peer context for dual-role implications)
| Component | Cash ($) | Equity ($) |
|---|---|---|
| Annual Board retainer (member/chair adders) | $50,000 member; committee adders $5–10k; chair adders $5–10k; Board chair $35,000 | Annual RSU grant $250,000; vests at 1 year or just prior to next AGM |
Note: Jeffs, as CEO, does not receive these director fees .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 | 2025 YTD/Quarter |
|---|---|---|---|---|
| Value of $100 Investment at Year-End ($) | 130.80 | 247.02 | 241.48 | N/A |
| Net Loss ($000s) | (41,015) | (78,502) | (130,394) | Q3 2025 net loss $(3,533); 9M 2025 $(83,479) |
| Product Sales (YUTREPIA) ($000s) | — | — | — | Q3 2025 $51,669; 9M 2025 $58,186 |
| Key Milestones | — | — | Pre-launch preparations | FDA approval May 23, 2025; first commercial sale June 2, 2025 |
Strategic Achievements and Risks:
- Achievements: FDA approval for YUTREPIA (PAH and PH-ILD) and commercial launch in 2025; Q3 2025 operating income positive ($1.8M) amid scale-up .
- Litigation/Execution Risk: Multiple ongoing litigations with United Therapeutics seeking injunctive relief that could remove YUTREPIA from the market or limit indications; preliminary injunctions were denied in May 2024 and May 2025, but final outcomes remain pending . HCR financing imposes fixed payments and a minimum cash covenant through 2033; rising SG&A tied to launch also pressures cash burn .
Compensation Structure Analysis
- Pay-for-performance: 2024 cash bonus funded at 72% based on corporate goal achievement; 2023 at 150%, indicating program responsiveness to outcomes .
- Shift in equity design: 2024 awards emphasized RSUs/PSUs (no options for Jeffs), introducing an explicit commercial launch trigger for PSUs (first YUTREPIA sale) — a strong alignment lever that has now been met (June 2, 2025) .
- Risk controls: Formal clawback policy in place; anti-hedging/pledging policy; independent Compensation Committee advised by FW Cook in 2024 .
Related Party Transactions and Red Flags
- Related party equity participation: A fund affiliated with director Paul Manning purchased ~$3.0M in the September 2024 offering; Caligan (affiliated with director David Johnson) invested $10.0M in a December 2024 private placement . No adverse terms disclosed.
- Legal proceedings (material risk): Multiple patent and trade secret cases by United Therapeutics with potential injunctive relief; outcomes uncertain; adverse outcomes could materially impact YUTREPIA commercialization .
- Debt covenants: HCR agreement includes minimum cash covenant ($15M) and fixed quarterly payments; acceleration possible upon change of control or default .
Compensation Peer Group / Say-on-Pay
- Compensation peer group composition and target percentile: Not disclosed in provided sections.
- Say-on-pay: Advisory vote scheduled for June 17, 2025; final results to be filed on Form 8-K post-meeting (not in proxy excerpt) .
Equity Ownership & Alignment Table (Snapshot)
| Item | Value |
|---|---|
| Total Beneficial Ownership | 4,624,172 shares (5.3%) |
| Direct + Trust Holdings | 544,863 shares (incl. 9,856 via ESPP) |
| Indirect (Serendipity BioPharma LLC) | 1,541,667 shares (Jeffs controls) |
| Options/RSUs vesting within 60 days (counted in ownership) | 2,537,642 shares |
| Unvested RSU/PSU (12/31/24) | 605,520 units (MV $7.12M at $11.76) |
| Pledging/Hedging | Prohibited without CFO approval (no pledges disclosed) |
Vesting Schedules and Potential Selling Pressure
- RSUs: 25% cliff then quarterly over 3 years (creates regular quarterly settlements) .
- PSUs (2024): Time-based with settlement contingent on first commercial sale (met on June 2, 2025), now expected to settle on time schedule; sell-to-cover method likely triggers small periodic sales for taxes .
- Options: Multiple tranches vesting monthly; several grants already largely exercisable .
Board Service Details and Dual-Role Implications
- Jeffs serves as CEO and director; not independent .
- Risk mitigation: Board-chaired by an independent director; separated CEO/Chair roles; all committees fully independent .
- Attendance and oversight: Board met six times in 2024; only one director missed >75% participation; committee activity robust (Audit 5, Compensation 5, Nominating & Governance 4 meetings) .
Investment Implications
- Alignment: Jeffs’ ownership (5.3%) and PSU launch trigger create meaningful alignment with commercialization success; quarterly RSU/PSU vesting and sell-to-cover activity will produce predictable, non-discretionary flow but do not necessarily imply bearish insider sentiment .
- Retention/Change-in-Control: The Severance Plan (likely Tier 1 for CEO, though tier is designated by committee) provides competitive protection (up to 24 months’ salary + target bonus and 100% equity acceleration in a CoC), reducing flight risk but increasing potential CoC costs; equity acceleration could be dilutive in a transaction scenario .
- Execution/Litigation Overhang: Despite a successful FDA approval and initial revenue ramp, multiple active UT litigations seeking injunctions represent the principal execution risk; valuation sensitivity to legal outcomes is high .
- Cash/Leverage Constraints: HCR obligations and minimum cash covenant through 2033 constrain flexibility; management must sustain YUTREPIA uptake and manage SG&A growth to approach break-even while maintaining compliance .
- Governance: Independent chair and all-independent committees mitigate CEO/director dual-role concerns; use of an independent comp consultant (FW Cook) supports pay governance hygiene .