Russell Schundler
LiquidiaAbout Russell Schundler
Russell Schundler (age 50) is General Counsel and Secretary of Liquidia, serving since March 2021. He holds a B.A. in history and economics and a J.D. from the University of Virginia and is licensed to practice law in Virginia . Company TSR value of a fixed $100 investment was $241.48 in 2024, $247.02 in 2023, and $130.80 in 2022, while net losses were $130.4M in 2024, $78.5M in 2023, and $41.0M in 2022, grounding pay-for-performance context during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PBM Capital Group, LLC | General Counsel | Feb 2020 – Mar 2021 | Led legal for healthcare PE platform investing in life sciences |
| PBM Capital Group, LLC | Corporate Counsel | Apr 2014 – Feb 2020 | Supported portfolio transactions, divestments, operations |
| Woods Rogers PLC | Attorney (private practice) | 2010 – 2014 | Corporate and commercial legal work |
| McGuireWoods LLP | Attorney (private practice) | 2007 – 2010 | Corporate and commercial legal work |
| Woods Rogers | Attorney (private practice) | 2001 – 2007 | Corporate and commercial legal work |
External Roles
No current public company board roles disclosed for Schundler .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 477,000 | 525,001 |
| Target Bonus % of Salary | 40% (2023 target) | 50% (2024 target) |
| Actual Annual Bonus ($) | 286,200 (reflects 150% corporate goal achievement for 2023) | 189,000 (reflects 72% corporate goal achievement for 2024) |
| All Other Compensation ($) | 15,286 | 15,795 |
Performance Compensation
Annual incentive outcomes and event-based incentives
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual corporate goals (2023) | Not disclosed | 100% of target bonus | 150% achievement | 150% of target bonus (cash) | Paid Jan 2024 |
| Annual corporate goals (2024) | Not disclosed | 100% of target bonus | 72% achievement | 72% of target bonus (cash) | Paid Jan 2025 |
| First commercial sale of YUTREPIA (event-based) | Not disclosed | 18% of target bonus | Pending | Payable if first commercial sale occurs by Sept 1, 2025 (otherwise forfeited) | Upon event |
Equity awards (RSUs/PSUs) and vesting schedules
| Grant Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | Jan 16, 2022 | 37,500 | 234,375 | 25% settled Feb 28, 2023; remaining in 12 quarterly installments to Feb 28, 2026 |
| RSUs | Jan 11, 2023 | 104,167 | 642,710 | 25% settled Mar 15, 2024; remaining in 12 quarterly installments to Jan 11, 2027 |
| RSUs | Jan 11, 2024 | 110,135 | 2,128,375 | 25% settled Mar 15, 2025; remaining in 12 quarterly installments to Jan 11, 2028 |
| PSUs (commercial sale condition) | Jan 11, 2024 | 60,135 | Included in 2024 stock awards total | Time-vest quarterly; settlement on the later of time-vesting and first commercial sale of YUTREPIA |
Stock options outstanding (as of Dec 31, 2024)
| Tranche | Exercisable | Unexercisable | Strike ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 2011 grant bucket | 187,500 | 12,500 | 2.42 | 3/29/2031 | 25% vested Mar 2022; remainder monthly to Mar 2025 |
| 2021 YUTREPIA milestone option | 9,272 | 728 | 2.54 | 7/21/2031 | 50% vested on FDA tentative approval; remainder monthly to Jul 2025 |
| 2022 option A | 54,688 | 20,312 | 6.25 | 1/16/2032 | Monthly vesting to Jan 31, 2026 |
| 2022 option B | 90,625 | 59,375 | 5.12 | 7/28/2032 | Monthly vesting to Jul 28, 2026 |
| 2023 option | 63,991 | 69,556 | 6.17 | 1/11/2033 | Monthly vesting to Jan 11, 2027 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 822,642 shares; <1% of outstanding |
| Components | 346,467 shares owned (incl. 11,029 via ESPP) ; 14,500 shares held by spouse ; 461,675 shares underlying options/RSUs exercisable/vesting within 60 days of record date |
| Insider trading arrangements | Rule 10b5-1 plan adopted Dec 15, 2023 to sell shares automatically to satisfy tax withholding upon RSU/PSU vesting; aggregate shares sold vary with vesting and market price |
| Hedging/pledging | Company prohibits hedging and pledging without CFO approval; anti-pledging policy reduces alignment risk from collateralization |
Employment Terms
- Role/tenure: General Counsel and Secretary since March 2021 .
- Severance & change-in-control: Covered by the Amended and Restated Executive Severance and Change in Control Plan (May 2024). Outside change-in-control, Tiered severance provides 6–18 months of base salary (plus COBRA); during change-in-control period with involuntary termination/good reason, Tiered severance provides 6–24 months of base salary and target bonus, 100% vesting of unvested equity, and COBRA lump sum; specific Tier designation for Schundler not disclosed .
- Clawback: Executive incentive compensation subject to Nasdaq-compliant clawback for three prior fiscal years upon required accounting restatements; recovery via lawful methods if not repaid .
- Insider trading policy: Adopts restrictions on trading, short sales, margin accounts, and risk-reduction devices; requires compliance with 10b5-1 rules and preclearance where applicable .
Investment Implications
- Strong commercialization alignment: 2024 PSUs and cash bonus explicitly hinge on first commercial sale of YUTREPIA by Sept 1, 2025, reinforcing near-term execution incentives; PSUs settle only after commercial sale even once time-vested .
- Mechanical selling risk: A 10b5-1 plan will trigger tax-withholding sales on RSU/PSU vesting dates, which can create predictable, limited selling pressure but is not discretionary selling .
- Retention and CoC economics: Double-trigger CoC acceleration (full vesting upon termination in CoC window) reduces retention risk in M&A but dilutes post-deal retention leverage; Tier not disclosed, but plan allows up to 24 months salary+target bonus at Tier 1 .
- Ownership alignment: Beneficial ownership is <1% of outstanding; meaningful unvested equity and option exposure create sensitivity to equity value, but low outright ownership limits downside alignment; pledging is restricted by policy .
- Pay-for-performance footing: Annual incentives varied with corporate outcomes (150% in 2023, 72% in 2024), indicating active calibration to results; company TSR improved substantially since 2022 base, though net losses remain significant, maintaining pressure to deliver commercialization and profitability .