Alan Main

About Alan Main

Alan J. Main, Ph.D., serves as Executive Vice President, Innovation & Chemical Sciences at Lexicon Pharmaceuticals (LXRX), a role he has held since September 2020 after a long tenure in manufacturing and scientific leadership at Lexicon since 2001. He previously was President & CEO of Coelacanth Corporation until Lexicon’s acquisition in 2001, and Senior Vice President, U.S. Research at Novartis for 20 years; he holds a B.S. from the University of Aberdeen, a Ph.D. in organic chemistry from the University of Liverpool, and completed postdoctoral studies at the Woodward Research Institute . As of FY 2020, he was listed at age 67; tenure at Lexicon dates to 2001; current role since September 2020 . The compensation committee assessed overall corporate objectives as “significantly achieved” for 2023 and 2024, driven by progress on INPEFA launch, pilavapadin (LX9211) development, and financial/resource management; annual bonus determinations for Mr. Main reflected these outcomes and his individual contributions to commercial supply, development supply and discovery programs .

Past Roles

External Roles

Fixed Compensation

• Employment agreement: at-will with non-competition; base salary “currently $469,987” and target bonus 35% of base salary (as disclosed); annual discretionary bonus based on objectives set by the compensation committee . An earlier proxy similarly notes at-will status and non-competition terms for Dr. Main .

Cash compensation – multi-year (actual paid):

Performance Compensation

Grants of plan-based equity awards:

Vesting schedules:

• RSUs: one-third vest on February 28 of each of the three years following grant; accelerated full vesting upon termination without cause or for good reason within 24 months following a change in control (or death/disability) .
• Options: 25% vest on 1st anniversary of grant; remainder vests 1/48 monthly; options expire 10 years from grant; options become fully vested upon a change in control .

Annual incentive metrics and outcomes:

Stock vested and value realized:

Equity Ownership & Alignment

Beneficial ownership (executive-level “skin in the game”):

Unvested RSUs at Dec 31, 2024:

Outstanding options at Dec 31, 2024 (selected grants):

• Exercisable: multiple legacy grants from 2015–2020 with exercise prices $5.16–$14.44; unexercisable tranches across 2021–2023 grants; most recent 2024 option grant: 204,730 unexercisable, $2.15, expiring 2/8/2034 .

Ownership policies:

• Hedging prohibited for employees/officers/directors; the policy also discourages trading of options on company securities; no pledging by Mr. Main is disclosed in proxies .
• Stock ownership tables indicate Mr. Main’s ownership is <1% and do not flag any pledged shares .

Employment Terms

Core agreement terms and severance economics:

• Employment agreement: at-will; non-competition; base salary and bonus targets set by compensation committee .
• Legacy employment agreement severance: if terminated without “cause” or resigns for “good reason,” 12 months current salary plus a single-sum payment equal to 50% of target bonus; if non-renewal at end of term, 6 months salary .
• Management Severance Plan (adopted March 2025):
  • Without cause or for good reason: lump sum equal to 12 months current base salary; pro‑rated target cash bonus only if termination between Sept 1–Dec 31; ~12 months COBRA premium less employee contribution, if elected .
  • Within 24 months following a change in control (double-trigger): lump sum equal to 12 months current base salary (18 months for CEO), target cash bonus, and ~12 months COBRA (18 months for CEO), if elected .
• RSU agreements: full vesting upon termination without cause or for good reason within 24 months following a change in control, or due to death/disability; change-in-control defined (including >35% voting power by a party other than Invus, reorganization/dissolution/asset sale, board turnover, or other events deemed by the committee) .
• “Cause”/“Good reason” definitions: “Cause” includes misconduct, fraud, dishonesty, felony conviction, or material breach causing injury; “Good reason” includes material diminution in base salary, authority/duties, or material breach of contractual obligations .

Clawback policy:

• Adopted Oct 2023 pursuant to SEC/NASDAQ rules; company will recoup incentive-based compensation tied to financial reporting measures from executive officers for the 3 years preceding a restatement to the extent compensation exceeds amounts based on restated results; recovery methods include repayment/offset; no indemnification; governance and definitions per Rule 10D-1 .

Investment Implications

• Alignment and pay mix: Mr. Main’s total compensation remains predominantly equity-based (RSUs + options totaling $801k in 2024 vs $581k cash salary/bonus), sustaining pay-for-performance exposure; RSUs increased in 2024 while options decreased vs 2023, modestly lowering risk vs all-options structures .
• Vesting cadence creates recurring potential selling windows: RSUs vest on/around February 28 over three years; monitoring Form 4s around late February may indicate near-term supply from vesting events, as seen in 2023–2024 vesting activity .
• Ownership and retention: Beneficial ownership is <1%; however, substantial unvested RSUs and long-dated options (expiring 2031–2034) suggest continued retention incentives; double-trigger change-in-control terms reduce windfall risk while RSU acceleration on termination post‑CoC preserves value alignment .
• Governance risk mitigants: hedging prohibited and a robust clawback policy covering 3 years of incentive pay tied to restatements lower governance risk; no pledging disclosed for Mr. Main .