Brandon S. Smith
PROTHENA CORP PUBLIC LTDAbout Brandon S. Smith
Brandon S. Smith is Prothena’s Chief Operating Officer and a Named Executive Officer (NEO), appearing in Prothena’s 2023 and 2024 proxy statements . His pay mix emphasizes at‑risk compensation aligned to company objectives and equity via stock options; Prothena’s 2024 “say‑on‑pay” structure centered bonuses on R&D and capital discipline, with corporate objectives achieved at 100% and time‑vested options as long‑term incentives . Company TSR declined in 2024 (value of $100 investment: $87.49), and compensation “actually paid” to NEOs tracked share performance, underscoring pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prothena Corporation plc | Chief Operating Officer (NEO) | 2023–present | Executive leader during 2024 corporate plan execution; company met 100% of weighted R&D and capital objectives set for annual incentive payouts . |
External Roles
No external directorships or outside roles disclosed for Brandon S. Smith in Prothena’s proxy filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 476,250 | 501,563 | 520,321 |
| Target Bonus (% of Salary) | — | — | 50% |
| Annual Bonus Paid ($) | 264,914 | 241,377 | 260,160 |
| Option Awards – Grant-date Fair Value ($) | 1,940,015 | 1,870,147 | 1,707,982 |
| 2024 Approved Base Salary (reference) ($) | — | — | 523,270 |
Notes:
- 2024 base salary earned (Summary Compensation Table) vs. approved base at start of year are both shown for context .
- 2024 target bonus remained at 50% of salary; committee kept NEO targets unchanged from 2023 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Progress R&D portfolio (aggregate) | 95% | Birtamimab (enrollment decision/goal), PRX012 (Phase 1 through specified cohort), PRX019 (BMS option + Phase 1), Novel platform decisions | Met | Corporate payout 100% of target | Annual bonus under ICP; 75% corporate/25% individual for NEOs; Smith paid at 100% |
| Cash burn guidance & shareholder base | 5% | Meet cash burn guidance; investor concentration goals | Met | Included above | — |
Equity incentives:
- 2024 grant: 85,000 NQSOs at $30.30 exercise price (grant 2/27/2024); vest 25% at 1 year then monthly over 3 years; 10-year term .
Equity Ownership & Alignment
Total beneficial ownership (evolution):
| As-of Date | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Mar 4, 2024 | — | 339,186 | 339,186 | <1% |
| Mar 3, 2025 | — | 415,144 | 415,144 | <1% |
| Sep 24, 2025 | 130,000 | 446,770 | 576,770 | 1.1% |
Outstanding stock options (as of Dec 31, 2024):
| Grant/Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/02/2030 | 218,667 | — | 11.12 | 03/02/2030 |
| 02/25/2031 | 53,666 | 2,334 | 22.60 | 02/25/2031 |
| 09/29/2031 | 20,312 | 4,688 | 70.81 | 09/29/2031 |
| 02/23/2032 | 60,208 | 24,792 | 32.45 | 02/23/2032 |
| 03/02/2033 | 21,000 | 27,000 | 52.97 | 03/02/2033 |
| 02/27/2034 | — | 85,000 | 30.30 | 02/27/2034 |
Additional alignment and policies:
- No option exercises reported in 2024 (reduces near‑term selling pressure) .
- As of 12/31/2024 close ($13.85), no unvested options were in-the-money (ITM value $0 for unvested), tempering short-term vesting‑related sell pressure .
- Prothena prohibits hedging and pledging of company stock; also bans margin purchases (alignment safeguard) .
Employment Terms
Severance and change‑of‑control (COC) economics (Smith participates in Amended and Restated Severance Plan):
- Outside COC (triggering event: involuntary termination due to business condition; or resignation for Good Reason): cash severance equal to 100% of base salary and 100% of target bonus; up to 12 months COBRA differential; 12 months career transition; unvested options accelerate 12 months of service and 12‑month post‑termination exercise window .
- Within 24 months after a COC (double trigger): cash severance equal to 150% of base salary and 150% of target bonus; up to 18 months COBRA differential; 12 months career transition; 100% acceleration of unvested options and 12‑month post‑termination exercise window .
Modeled 12/31/2024 potential payments:
| Scenario | Cash Severance ($) | Cash Bonus ($) | COBRA ($) | Career Assistance ($) | Total ($) |
|---|---|---|---|---|---|
| Termination due to business condition | 523,270 | 261,635 | 38,683 | 25,000 | 848,588 |
| Resignation for Good Reason | 523,270 | 261,635 | 38,683 | 25,000 | 848,588 |
| Termination following COC (double trigger) | 784,905 | 392,453 | 58,025 | 25,000 | 1,260,383 |
Other protections:
- Section 280G “best‑pay” cut‑down (maximize after‑tax benefit) under Severance Plan .
- Company‑wide clawback policy compliant with SEC/Nasdaq; recoupment of incentive comp upon accounting restatements .
- Equity plan governance: minimum vesting (1 year for most awards), no dividends on options, no repricing/exchange without shareholder approval .
Compensation Structure Analysis
- Year‑over‑year emphasis on equity options remains high; 2024 option grant (85,000) aligns incentives with long‑term TSR and program milestones .
- 2024 cash incentive structure weighted 75% corporate and 25% individual for NEOs; all corporate objectives met, yielding 100% corporate payout; Smith’s aggregate payout was 100% of target .
- No perquisites; standard 401(k) company contribution and match, consistent with broad-based plans .
Equity Ownership & Pledging
- Stock ownership increased by 130,000 shares by Sep 24, 2025, while options acquirable within 60 days rose to 446,770; total beneficial ownership 576,770 (~1.1%) .
- Anti‑hedging/pledging policy: executives are prohibited from hedging or pledging company stock, reducing alignment risks .
Performance & Track Record
- 2024 corporate milestones (Birtamimab, PRX012, PRX019, novel platform) met as targeted; capital discipline objectives met; supports execution reliability underlying bonus payouts .
- Company TSR fell in 2024 ($87.49 on $100 invested), consistent with lower “compensation actually paid” figures vs prior years; pay tracks share performance .
Compensation Peer Group (benchmarking context)
2024 peer set (selected): ACADIA, Axsome, Biohaven Ltd., Cerevel Therapeutics, Intra‑Cellular, Sage Therapeutics, Xenon; criteria: pre‑commercial biotech, market cap $1–10B, sub‑500 employees; Pay Governance advised the committee .
Governance, Say‑on‑Pay, and Related Party
- 2023 say‑on‑pay approval: 99% of votes cast, signaling strong investor support for executive pay practices .
- No related‑party transactions since Jan 1, 2024 (reduces conflict risk) .
Investment Implications
- Alignment: High equity option exposure and 100% corporate goal attainment in 2024 indicate strong linkage to R&D execution and share price; anti‑hedging/pledging policy further aligns incentives .
- Retention risk: Robust double‑trigger COC protection and 12–18 month COBRA/outplacement benefits lower near‑term exit risk; full option acceleration under COC could raise dilution concerns but is standard across biotech peers .
- Selling pressure: No option exercises in 2024 and zero ITM value for unvested options at 12/31/2024 reduce immediate vesting‑related sell pressure; rising direct share ownership by Sep 2025 is a constructive signal .