David Thomson
MANNKINDAbout David Thomson
David B. Thomson, Ph.D., J.D., is Executive Vice President, General Counsel and Secretary of MannKind, serving since January 2002; age 58 as of the 2025 proxy, with prior experience in corporate/commercial and securities law and academic research . Education: B.S., M.Sc., Ph.D. (Queen’s University) and J.D. (University of Toronto); post-doctoral fellow at Rockefeller University . Compensation is strongly equity-oriented with TSR-based PSUs; company STI achievement for 2024 was 125% of target, and 2021 PSUs paid out at 198% of target, indicating alignment with stockholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Major Toronto law firm | Corporate/Commercial and Securities Lawyer | Prior to 2002 | Legal expertise supporting corporate transactions and governance |
| Rockefeller University | Post-doctoral Fellow | Not disclosed | Scientific research grounding; cross-disciplinary insight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No public company directorships reported for Thomson |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 471,484 | 489,611 | 505,580 |
| Target Bonus % of Base | — | — | 50% (EVP guideline) |
| Actual Bonus Paid ($) | 308,822 | 352,520 | 315,988 |
| All Other Compensation ($) | 18,229 | 20,099 | 36,870 |
| Total Compensation ($) | 1,735,035 | 2,343,030 | 3,059,888 |
- Target STI opportunity for EVPs is 50% of base; 2024 corporate STI funded at 125% of target .
Performance Compensation
2024 Short-Term Incentive (Company Objectives and Payout)
| Metric | Weight | Target | Actual Achievement | Payout Contribution |
|---|---|---|---|---|
| Deliver on Tyvaso DPI production | 30% | 100% | 57.5% | 57.5% weighted |
| Drive endocrinology business | 30% | 100% | 35.0% | 35.0% weighted |
| Advance pipeline opportunities | 30% | 100% | 21.5% | 21.5% weighted |
| Finance/Quality | 10% | Qualitative | 11.0% | 11.0% weighted |
| Overall STI Funding | — | 100% | 125.0% | 125.0% of target |
- Thomson’s STI: Target $252,790; paid $315,988 (125% of target) .
2024 Long-Term Incentive Awards (Structure and Terms)
| Award Type | Target Shares (Thomson) | Measurement Metric | Payout Range | Vesting |
|---|---|---|---|---|
| Performance RSUs (PSUs) | 158,000 | Relative TSR vs Russell 3000 Pharma & Biotech | 0–300% of target, with 25th=50%, 50th=100%, 75th=200%, ≥90th=300% | Cliff vest July 15, 2027 |
| Time-based RSUs | 129,000 | Service-based | 100% at schedule | 25% annually starting July 15, 2025 through July 15, 2028 |
- Historical PSU payout: 2021 PSUs paid in May 2024 at 198% of target based on relative TSR .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As of |
|---|---|---|---|
| David B. Thomson | 1,332,158 | <1% | March 20, 2025 |
- Insider Trading Policy prohibits hedging, pledging, short sales, derivatives, margin purchases, and similar transactions; applies to officers and their households .
- Executive Stock Ownership Guidelines: EVPs must hold 2× base salary; all executive officers are currently in compliance .
- 10b5-1 Trading Plan: Adopted August 27, 2025; plan contemplates potential exercise and sale of performance/short-dated options (up to 280,355 shares) and sales of net RSU shares after tax withholdings (~43,659 shares), total plan sales up to 324,014 shares; expires August 20, 2026 .
Equity Awards, Options & Vesting Schedules (Selected)
| Grant/Type | Shares | Strike | Expiration | Vesting Details |
|---|---|---|---|---|
| Non-qualified option (8/27/2015) | 14,460 | $19.55 | 8/27/2025 | 25% at 1-year then monthly to 4 years |
| Non-qualified option (2/18/2016) | 87,780 | $4.60 | 2/18/2026 | 25% at 1-year then monthly to 4 years |
| Perf. option (5/19/2016) | 60,000/20,000 | $4.55 | 5/19/2026 | Vests upon achievement of corporate objectives |
| Perf. option (5/25/2017) | 112,575/37,525 | $1.42 | 5/25/2027 | Vests upon achievement of corporate objectives |
| Non-qualified option (5/16/2018) | 214,000 | $1.91 | 5/16/2028 | 25% at 1-year then monthly to 4 years |
| Non-qualified option (5/14/2019) | 234,000 | $1.32 | 5/14/2029 | 25% at 1-year then monthly to 4 years |
| Time RSU (5/18/2021) | 17,353 | — | — | 25% annually over 4 years; vcd May 18 anniversary |
| PSU (5/10/2022) | 110,000 | — | 5/10/2025 | Relative TSR, plus closing-price condition |
| Time RSU (5/10/2022) | 45,000 | — | — | 25% annually; vcd May 10 anniversary |
| PSU (7/1/2023—6/30/2026) | 113,000 | — | 7/15/2026 | Relative TSR, plus closing-price condition |
| Time RSU (7/15/2023) | 69,000 | — | — | 25% annually; vcd July 15 anniversary |
| PSU (7/1/2024—6/30/2027) | 158,000 | — | 7/15/2027 | Relative TSR, 0–300% scale |
| Time RSU (7/15/2024) | 129,000 | — | — | 25% annually; vcd July 15 anniversary |
Employment Terms
- Role and tenure: General Counsel and Secretary since January 2002 .
- Severance Agreement (Oct 2007; auto-renewing): If terminated without cause or resigns for good reason, Thomson receives (i) unpaid base and accrued PTO, (ii) pro-rated bonus or average annual bonus (3-year lookback) per conditions, (iii) 18 months of base salary continuation, (iv) an amount equal to average annual bonus, (v) up to 18 months of COBRA-equivalent benefits, and (vi) extended option exercise for vested options up to 18 months, contingent on signing a release; Cause/Good Reason definitions specified (e.g., material diminution of role, relocation >50 miles) .
- Change-of-Control (CIC) Agreements (two-year term; auto-renew): Upon termination without cause or for good reason following a CIC, provides salary/STI consideration, 18 months COBRA-equivalent benefits, and full acceleration of equity awards; Cause/Good Reason definitions and release requirements apply .
Estimated Potential Payments (Assuming event on Dec 31, 2024)
| Component | Termination (No CIC) | Termination Following CIC |
|---|---|---|
| Salary continuation and annual STI consideration ($) | 1,406,129 | 1,569,017 |
| Continuing health and welfare benefits ($) | 53,198 | 53,198 |
| Value of accelerated unvested equity awards ($) | — | 7,564,050 |
| Total ($) | 1,459,327 | 9,186,265 |
- Executive clawback: Dodd-Frank compliant recoupment for incentive comp tied to financial measures (including TSR/stock price) upon material restatement .
Compensation Structure Notes and Governance
- Pay-for-performance emphasis: STI and LTI tied to measurable goals; PSUs based on relative TSR; no tax gross-ups, no structured perquisites; ownership policy 4× salary for CEO, 2× for EVPs .
- Peer benchmarking: 2024 peer group targeted median; LTI guidelines increased to ~$1.25M for EVPs; awards split ~55% PSUs and ~45% time-based RSUs .
- Say-on-pay: Recent support: 90% (2023, 2024), reflecting investor acceptance of performance-vesting design .
Investment Implications
- Insider selling pressure: A Rule 10b5-1 plan adopted Aug 27, 2025 schedules potential sales through Aug 20, 2026 (up to 324,014 shares, including exercises/sales of options up to 280,355 shares and estimated net RSU sales ~43,659), signaling programmatic liquidity and potential near-term supply; magnitude depends on vesting outcomes and tax rates .
- Alignment and retention: Significant TSR-linked PSUs (158,000 target for 2024 grant) and multi-year time-based RSUs (129,000) create retention hooks and align pay with stockholder returns; historical PSU payout at 198% suggests strong realized LTI when TSR outperforms .
- Downside/CIC protection: CIC accelerates unvested equity ($7.56M value at $6.43 share price assumption), plus salary/STI and benefits, indicating meaningful protection and potential change-of-control economics to consider in M&A scenarios .
- Governance mitigants: Robust anti-hedging/pledging policy, clawback, and ownership guidelines reduce alignment red flags; no tax gross-ups or structured perquisites reported .