Noel Donnelly
About Noel Donnelly
Noel P. Donnelly, age 55, is Chief Financial Officer of PepGen Inc. since October 2021, with an MBA from Babson College and a B.Sc. in nuclear engineering from UMass Lowell . Prior roles include CFO at EIP Pharma and senior finance/operations leadership at Shire plc, contributing deep R&D finance, FP&A, and operational analytics expertise . PepGen is an emerging growth, clinical-stage biotech with no approved products and continued operating losses; company emphasis is on clinical progress rather than financial KPIs like revenue/EBITDA growth, and TSR benchmarks are not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EIP Pharma (now CervoMed, NASDAQ: CRVO) | Chief Financial Officer | 2019–2021 | Led private company finance and readiness through strategic transition to public entity via merger . |
| Shire plc (acquired by Takeda) | VP R&D Business Operations; Sr. Director R&D Business Analytics & KM; Sr. Director R&D Finance; Director/Assoc. Director FP&A | 2004–2019 | Built and scaled R&D finance, analytics, and operations functions supporting global development programs . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Radiopharm Theranostics Ltd. (NASDAQ: RADX) | Director | Current | Public company directorship in radiopharmaceuticals . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,341 | 468,355 |
| Target Bonus % of Salary | Not disclosed | 40% |
| Actual Bonus Paid ($) | 144,000 | 155,000 |
Notes:
- 2024 bonuses were paid based on corporate performance goals deemed achieved at 82.5% .
- PepGen uses discretionary annual bonuses tied to corporate objectives set by the Board .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting/Condition |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Aggregate corporate performance goals | Not disclosed | 100% | 82.5% | $155,000 | Cash bonus paid in Q1 2025 . |
| Performance Stock Units (PSUs, 2024 one-time grant) | Company-wide PSU performance condition (specific KPI not disclosed) | Not disclosed | Not disclosed | Met in Feb 2025 | 3,200 PSUs granted; grant-date fair value $34,032 | Granted 2/6/2024; performance condition achieved Feb 2025 . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (3/31/2025) | 430,461 shares; 1.3% of outstanding . |
| Composition | 428,934 options exercisable within 60 days; 1,527 common shares . |
| Hedging & Pledging | Prohibited by insider trading policy (no margin use or pledging) . |
| Ownership Guidelines | Not disclosed in proxy. |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 11/11/2021 | 160,976 | 42,363 | 10.88 | 11/10/2031 |
| 5/6/2022 | 109,169 | 59,868 | 12.00 | 5/5/2032 |
| 3/1/2023 | 63,000 | 81,000 | 15.25 | 2/28/2033 |
| 3/1/2024 | — | 144,000 | 16.62 | 2/28/2034 |
| PSUs (2/6/2024) | — | 3,200 units | — | — |
Vesting mechanics:
- Options vest over 4 years: 25% on first anniversary, remaining in 36 monthly installments, subject to continuous service .
- PSUs were a one-time, company-wide grant (excluding CEO); performance met in Feb 2025 .
Employment Terms
- Agreement: 2023 Employment Agreement; target bonus 40% of salary .
- Severance (no cause/good reason): 9 months base salary; up to 9 months COBRA premiums; prorated target bonus .
- Change-of-Control (Sale Event, within 12 months): 12 months base (lump sum); up to 18 months COBRA premiums; full target bonus (lump sum); time-based unvested equity vests upon termination .
- 280G/4999 Cutback: Payments reduced if it yields higher net-after-tax outcome to the executive .
- Clawback: SEC/Nasdaq-compliant recovery policy adopted Oct 2, 2023, recovers incentive comp tied to financial reporting over prior 3 years upon restatement .
- Trading/Lock-up:
- September 2025 follow-on: Donnelly is listed among directors/officers signing lock-up agreements in connection with the offering .
- Option Repricing (Nov 4, 2025): All executive options with exercise prices above the 52-week high were repriced to $4.53; to access the reduced exercise price, executives must remain in service through the “Retention Period” ending earliest of March 31, 2027 or a Sale Event under applicable plans . Total repriced pool was 3,557,903 shares; prior exercise prices ranged $8.89–$17.91 .
- Pledging/Hedging: Prohibited by policy .
Compensation Structure Analysis
- Mix shift: 2024 equity option grant value increased vs 2023 ($1.72M vs $1.37M), with added PSUs ($34k fair value), indicating higher equity-at-risk, alongside modest salary/bonus increases .
- Repricing of underwater options: A retention-focused intervention resetting option exercise price to $4.53 contingent on continued service to March 31, 2027; helpful for motivation/retention but a governance red flag unless well-justified .
- Bonuses: 2024 payout aligned to 82.5% corporate goal attainment; metric specifics not disclosed .
- Consultant involvement: Pay Governance engaged; fees $212,670 in 2024, signaling formal market benchmarking .
Equity Ownership & Alignment Details
- Alignment: Material option exposure with multi-year vesting; insider trading policy prohibits pledging/hedging, reducing misalignment risk .
- Selling pressure:
- Lock-up agreements tied to Sept 2025 offering constrain near-term sales (terms not disclosed) .
- Repricing retention period discourages departure-driven exercises at reduced strike prior to Mar 31, 2027 .
Governance & Committee Oversight (context)
- Compensation Committee: Independent directors; chaired by Howard Mayer since mid-2024; oversees CEO goals, exec comp, and equity awards .
- EGC status: PepGen is an emerging growth company and is not required to conduct say-on-pay votes; therefore, say-on-pay history not available .
Investment Implications
- Retention/motivation: The 2025 option repricing with a hard retention clause to March 31, 2027 should reduce near-term turnover risk and align option realizable value with share price recovery .
- Selling constraints: 2025 lock-up participation plus hedging/pledging prohibitions lower immediate insider selling pressure, supportive of cap table stability .
- Change-in-control economics: Double-trigger-like outcomes (termination within 12 months of Sale Event) with 12 months cash and time-based equity acceleration could incentivize management continuity through strategic transactions while capping golden parachute via 280G cutback .
- Pay-for-performance: Cash bonus funded at 82.5% achievement; equity grants dominate pay mix, with PSUs tied to performance met in Feb 2025, indicating some linkage of pay to milestone delivery though detailed KPIs are not disclosed .
- Red flags: Option repricing is a governance caution; investors should monitor future equity actions and dilution, though board approval cited independent consultant and legal counsel input .
Data sources: PepGen 2025 DEF 14A (executive bio, compensation, ownership, policies) ; 2024 10-K (risk factors, EGC context) ; 8-Ks including option repricing (Nov 7, 2025) and Sept 26, 2025 offering/lock-up .