Stuart Tross
MANNKINDAbout Stuart Tross
Stuart A. Tross, Ph.D., age 58, is Executive Vice President, Chief People and Workplace Officer at MannKind (MNKD). He joined MNKD in December 2016 after serving as Amgen’s Senior Vice President and Chief Human Resources Officer (global HR and security) and previously as Vice President and Global Head of Human Resources for Mead Johnson Company at Bristol-Myers Squibb (BMS). He holds a B.S. from Cornell and M.Sc./Ph.D. in Industrial-Organizational Psychology from Georgia Tech . Under MNKD’s long-term incentive (LTI) design, performance RSUs tied to relative TSR paid at 198% for awards granted in 2021, evidencing strong shareholder return alignment; MNKD reported 2023 revenue of $198,962 thousand, informing the context for pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amgen, Inc. | Senior Vice President, Chief Human Resources Officer (global HR and security) | 2006–2016 | Led global HR and security; senior executive oversight of human capital strategy |
| Bristol-Myers Squibb (Mead Johnson Company) | Vice President & Global Head of Human Resources | 1998–2006 | Global HR leadership for Mead Johnson; enterprise-scale HR execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in MNKD 2024/2025 proxies | — | — | No public company directorships or external board roles disclosed for Tross |
Fixed Compensation
Multi-year cash compensation and STI targets (EVPs at MNKD have a 50% of base salary STI target):
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $383,180 | $397,206 | $412,478 |
| Target Bonus % of Base | 50% | 50% | 50% |
| Actual STI Paid ($) | $254,896 | $260,170 | $296,984 |
| CEO/NEO base salary calibration | — | — | EVP salaries generally targeted within 10% of market median; CEO received market realignment; EVPs including Tross received merit increases in 2023 (Tross +4%) |
Performance Compensation
Short-Term Incentive (STI) – Corporate Metrics and Outcomes
| Objective | 2023 Weighting & Outcome | 2024 Weighting & Outcome |
|---|---|---|
| Deliver Tyvaso DPI production | 40% weight; 80% outcome | 30% weight; 57.5% outcome |
| Drive endocrinology business | 30% weight; 36.5% outcome | 30% weight; 35.0% outcome |
| Advance pipeline opportunities | 30% weight; 15% outcome | 30% weight; 21.5% outcome |
| Finance/Quality (qualitative) | Upside opportunities credited; 12.5% qualitative | 10% qualitative; 11.0% outcome |
| Overall Corporate STI Achievement | 144% (paid in 2024) | 125% (paid in 2025) |
| EVP STI Target | 50% of base salary | 50% of base salary |
STI payout mechanics: quantitative metrics use leverage curves up to 200% for 120%+ achievement; 0% below 80% achievement .
Long-Term Incentives (LTI) – Grants, Metrics, and Vesting
| Element | 2023 Grants (Award Date May 25, 2023) | 2024 Grants (Award Date May 15, 2024) |
|---|---|---|
| Performance RSUs (TSR-based) – Target Shares | 113,000 PSUs | 158,000 PSUs (EVP guideline cohort incl. Tross) |
| Performance RSUs – Metric & Payout Curve | 3-year relative TSR vs Russell 3000 Pharma & Biotech; <25th=0%, 25th=50%, 50th=100%, 75th=200%, ≥90th=300%; price floor for 2023 cohort applies on vest date | 3-year relative TSR vs Russell 3000 Pharma & Biotech; same payout curve (200%/300% caps) |
| Performance RSUs – Vesting | Cliff vest on July 15, 2026 (subject to conditions) | Cliff vest on July 15, 2027 |
| Time-based RSUs – Shares & Vesting | 92,000 RSUs; 25% on July 15, 2024 and 25% on each of next three anniversaries | 129,000 RSUs; 25% annually commencing July 2025; fully vested July 2028 |
| 2021 PSU Payout (delivered May 2024) | Company-wide PSU payout at 198% of target based on relative TSR | — |
Program design and governance:
- Equity mix balances retention (time-based RSUs ~45%) and performance alignment (PSUs ~55%) .
- Dodd-Frank-compliant clawback covers incentive compensation tied wholly or partly to financial reporting measures, including stock price and TSR .
- No structured perquisites or tax gross-ups; emphasis on pay-for-performance and peer median targeting (with 2024 executive LTI guidelines raised to ~60th percentile: CEO $4.5M, EVPs $1.25M) .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Unvested options (12/31/2023) | 48,143 options unvested (intrinsic value calc basis in change-in-control table) |
| Unvested RSUs (12/31/2023) | 234,858 RSUs unvested |
| Unvested PSUs (12/31/2023) | 154,000 PSUs unvested (delivery assumption for value modeling disclosed) |
| Executive stock ownership guideline | EVPs must hold 2× base salary; executives currently in compliance |
| Hedging/pledging | Prohibited by Insider Trading Policy (no pledging; bans derivatives, short sales, margin) |
| 10b5-1 trading plans (Q3’25 disclosure) | Plans disclosed for CEO, GC, and a director; no plan disclosed for Tross in this period |
Employment Terms
| Term | Detail |
|---|---|
| Role start at MNKD | Executive Vice President since December 2016 |
| Change-of-control protection | MNKD has change-of-control agreements with executive officers; severance plan otherwise limited (only GC has separate severance) |
| Estimated payouts (as of 12/31/2023; termination without cause or resignation for good reason post-CoC) | Salary continuation & STI consideration: $1,426,219; COBRA benefits: $51,708; accelerated unvested equity value: $1,496,721; Total: $2,974,648 |
Say-on-Pay & Peer Benchmarking
| Year | Say-on-Pay Support | Peer Group (2024 refresh) |
|---|---|---|
| 2019 | 67% | — |
| 2020 | 61% | — |
| 2021 | 89% | — |
| 2022 | 88% | — |
| 2023 | 90% | — |
| 2024 | 90% | Peer group updated: IRWD, MIRM added; AGEN, SGMO removed to better reflect marketed products and sales force presence |
Performance Compensation – Detailed Matrix (STI to payout linkage)
| Metric | Weighting | Target | Actual (2023) | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate STI (Deliver Tyvaso DPI production) | 40% | Production goals (quant), expansion actions (qual) | 80% | Contributed to 144% overall STI factor | Paid April 2024 |
| Corporate STI (Drive endocrinology business) | 30% | Financial metrics; clinical milestones | 36.5% | Contributed to 144% overall | Paid April 2024 |
| Corporate STI (Advance pipeline) | 30% | Development milestones | 15% | Contributed to 144% overall | Paid April 2024 |
| Corporate STI (Finance/Quality – qualitative) | Upside/qualitative | Committee assessment | 12.5% | Contributed to 144% overall | Paid April 2024 |
| EVP STI Target (Tross) | 50% of base | — | $296,984 actual (reflects 144%) | 144% of target | Paid April 2024 |
Investment Implications
- Alignment: Heavy use of performance RSUs tied to multi-year relative TSR (with 0–300% payout scale) plus Dodd-Frank clawback and strict hedging/pledging prohibitions demonstrate strong pay-for-performance and shareholder alignment for Tross’s incentive mix .
- Retention risk: Significant unvested PSU/RSU overhang (154k PSUs and 235k RSUs as of 12/31/2023) and 2024 grants (158k PSUs, 129k RSUs) create meaningful retention hooks through 2027–2028, moderating near-term insider selling pressure outside regular tax-withhold/vesting flows .
- Cash vs equity mix: No perquisites/tax gross-ups; STI achievements have been above target (144% for 2023, 125% for 2024), but with corporate-operational scorecards rather than discretionary bonuses—reduces pay inflation and supports disciplined incentive governance .
- Change-of-control exposure: Tross’s modeled CoC package (~$3.0M) is balanced across cash, benefits, and accelerated equity; double-trigger design supports continuity without single-trigger windfalls, lowering event-driven misalignment risk .
Overall: Tross’s compensation and ownership structure is designed for execution and retention with robust TSR-based performance tests and governance safeguards; absent disclosed 10b5-1 plans for Tross, near-term selling pressure is likely limited to standard withholding and scheduled vesting events .