Michael J. Malecek
PROTHENA CORP PUBLIC LTDAbout Michael J. Malecek
Michael J. Malecek is Chief Legal Officer and Company Secretary of Prothena, appointed July 1, 2019 after joining on June 24, 2019; he previously held senior legal roles at Snowflake, Arnold & Porter, Dewey & LeBoeuf, and Affymetrix, and holds a BA from Yale and JD from the University of Virginia . Age was disclosed as 54 in the FY2019 10-K and 55 in the FY2020 10-K; tenure at Prothena since 2019 . Company performance during his tenure shows volatile TSR (Pay‑versus‑Performance table: 2020=75.87, 2021=312.07, 2022=380.61, 2023=229.56, 2024=87.49) alongside significant revenue growth and fluctuating EBITDA, reflecting pipeline progress and collaboration economics .
Company performance (annual)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues (USD) | $814,000 | $853,000 | $200,577,000 | $53,905,000 | $91,370,000 | $135,157,000 |
| EBITDA (USD) | ($84,194,000)* | ($111,220,000)* | $73,090,000* | ($130,813,000)* | ($190,108,000)* | ($153,668,000)* |
| TSR (base $100) | 75.87 | 312.07 | 380.61 | 229.56 | 87.49 | — |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snowflake | Vice President, Deputy General Counsel (IP & Litigation) | 2018 | Built IP and litigation framework for high‑growth data platform |
| Arnold & Porter Kaye Scholer LLP | Partner | 2010–2018 | Led complex IP/litigation; biotech and tech client advocacy |
| Dewey & LeBoeuf LLP | Partner | 2008–2010 | IP litigation leadership and client development |
| Affymetrix | Vice President & Chief Advocacy Counsel | 2002–2008 | Directed advocacy and IP strategy at genomics tools pioneer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yale University | BA, American Studies | — | Foundational training for legal and policy work |
| University of Virginia School of Law | JD | — | Legal credential enabling IP and corporate counsel leadership |
Fixed Compensation
| Component | 2019 | 2020 |
|---|---|---|
| Base Salary (USD) | $400,000 (annualized at appointment) | $412,000 (3% merit increase) |
| Target Bonus (%) | 40% of annualized base | 40% of base |
| Actual Bonus Paid (USD) | $160,000 (ICP for FY2019) | $164,800 (ICP for FY2020) |
Notes:
- Bonus design: CEO paid 100% on corporate objectives; other NEOs, including Malecek, weighted 75% corporate / 25% individual performance .
- Perquisites: none; 401(k) company contributions only .
Performance Compensation
| Grant Type | Grant Date | Shares | Exercise Price | Grant-Date Fair Value (USD) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Option (NQSO) | 07-01-2019 | 250,000 | $10.27 | $1,787,925 | 25% at 1yr, then monthly over 3yrs | 07-01-2029 |
| Stock Option (NQSO) | 02-25-2020 | 70,000 | $12.15 | $589,505 | 25% at 1yr, then monthly over 3yrs | 02-25-2030 (per standard 10‑year term) |
Bonus plan structure (ICP):
- Metric weighting: 75% corporate objectives; 25% individual performance (Malecek) .
- Corporate objectives established by Compensation Committee and Board annually .
Equity Ownership & Alignment
| As of | Owned Shares | Options Exercisable | Options Unexercisable | Notes |
|---|---|---|---|---|
| 03-09-2020 (FY2019 proxy) | — | — | 250,000 @ $10.27 (2019 grant) | No reported direct share ownership at that date |
| 12-31-2020 (FY2020 proxy) | — | — | 108,750 accelerated value scenario; 70,000 grant added (see below) | Option count includes 2019 and 2020 grants (standard vesting) |
Alignment safeguards:
- Anti‑hedging and anti‑pledging policy for directors/officers/employees; prohibits short sales, options, hedging or pledging Company stock .
Employment Terms
| Provision | Non‑CoC Termination | CoC + Qualifying Termination (Double Trigger) |
|---|---|---|
| Cash Severance | 100% of annual base salary (lump sum) | 150% of annual base salary (lump sum) |
| Target Bonus | 100% of target bonus (lump sum) | 150% of target bonus (lump sum) |
| COBRA | Company pays employee portion above active rate up to 12 months | Company pays above active rate up to 18 months |
| Career Transition | 12 months of company‑paid program if started within 60 days | 12 months company‑paid |
| Equity – Options | Accelerate vesting equal to 12 months of service; 12‑month post‑termination exercise | 100% accelerate; 12‑month post‑termination exercise |
| Section 280G | “Best‑pay” provision to optimize after‑tax outcome | Applies |
| Trigger Definitions | “Triggering Event” includes involuntary termination due to business condition, relocation >30 miles, significant reduction in duties/comp; “Good Reason” similarly defined |
2025 workforce actions: Company reduced workforce by ~63% and disclosed that certain senior executives had portions of stock options accelerated and post‑employment exercise periods extended under option agreements; this demonstrates precedence for option flexibility in separation events (names not specified) .
Investment Implications
- High at‑risk pay and deep option exposure tie Malecek’s incentives to long‑term equity value; option grants vest over four years and include double‑trigger acceleration on change‑of‑control, aligning with shareholder outcomes while introducing potential severance cost in transactions .
- Governance mitigants: strict anti‑hedging/pledging policy, no option repricing without shareholder approval, and fungible share counting in LTIP reduce misalignment and dilution risk .
- Performance context: Revenues grew materially from 2019 to 2024 while EBITDA swung with collaboration economics; TSR has been volatile, reflecting program readouts and capital cycles—risk remains tied to clinical outcomes and partner progress [GetFinancials: EBITDA*].
- Retention risk appears managed via severance plan and equitable acceleration terms; recent 2025 workforce reduction suggests cost discipline and may create organizational pressure points, though option flexibility can temper executive exit friction .
Overall, compensation structure emphasizes pay‑for‑performance with long‑dated options, strong governance restrictions, and standard change‑of‑control protections, supporting alignment while requiring attention to dilution and severance optics in strategic transactions .