Tran B. Nguyen
PROTHENA CORP PUBLIC LTDAbout Tran B. Nguyen
Chief Strategy Officer and Chief Financial Officer at Prothena (PRTA). CFO since 2013; COO from 2018–2021; CSO since 2021. Prior roles include CFO at Somaxon (2010–2013), CFO at Metabasis (2009–2010), Vice President in Citi Healthcare Investment Banking (2007–2009), and healthcare investment banker at Lehman Brothers (2004–2007). Education: BA in Economics & Psychology (Claremont McKenna College), MBA (UCLA Anderson) .
Performance context: Company TSR was highly volatile over 2020–2024 ($100 base → $75.87 in 2020, $312.07 in 2021, $380.61 in 2022, $229.56 in 2023, $87.49 in 2024); net income ranged from $(111.1)mm in 2020 to $(122.3)mm in 2024, reflecting R&D-heavy, pre-commercial biotech dynamics .
Strategic execution: 2024 milestones were met across PRX012 (Phase 1 progress), PRX019 (BMS license and Phase 1 initiation), prasinezumab (Roche continued evaluation), and cash burn guidance achieved; management assessed corporate objectives at 100% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prothena | Chief Strategy Officer | 2021–present | Guides corporate objectives and capital allocation; aligns pipeline priorities . |
| Prothena | Chief Financial Officer | 2013–present | Oversight of finance, investor relations, capital planning . |
| Prothena | Chief Operating Officer | 2018–2021 | Led operations during pipeline expansion . |
| Somaxon Pharmaceuticals | CFO | 2010–2013 | Led finance through sale of company . |
| Metabasis Therapeutics | CFO | 2009–2010 | Managed finance through sale transaction . |
| Citi Global Markets | VP, Healthcare IB | 2007–2009 | Advised biopharma capital markets/transactions . |
| Lehman Brothers | Healthcare IB | 2004–2007 | Coverage/execution in biopharma banking . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rain Oncology Inc. | Director | (disclosed as current in 2023 10-K) | Public company board experience in precision oncology . |
| Sierra Oncology, Inc. | Director | 2016–2019 | Public biopharma board service pre-acquisition . |
Fixed Compensation
Multi-year reported compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $480,389 | $550,410 | $580,086 |
| Target Bonus % of Salary | 50% | 50% | 50% |
| Base Salary set at start of 2024 | — | — | $583,374 |
Notes: Prothena uses at-risk compensation with modest base salary adjustments; 2024 base salaries rose ~3.5% for most NEOs .
Performance Compensation
Annual Incentive Plan – 2024 objectives and payout
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| PRX012 Phase 1 completion & comms | 45% | Complete specified cohort; comms plan | Met | Corporate portion 100%; individual 100%; total 100% | Paid post-year under ICP |
| Birtamimab AFFIRM-AL enrollment decisions/targets | 40% | Enrollment decision & goals; engagement plan | Met | Corporate 100%; individual 100%; total 100% | Paid post-year |
| PRX019 BMS option & Phase 1 initiation | 5% | Obtain option; start Phase 1 | Met | Corporate 100%; individual 100%; total 100% | Paid post-year |
| Novel platform in vivo decision & activities | 5% | Decision & initiate activities | Met | Corporate 100%; individual 100%; total 100% | Paid post-year |
| Cash burn guidance & shareholder base optimization | 5% | Meet guidance; investor targets | Met | Corporate 100%; individual 100%; total 100% | Paid post-year |
Bonus structure and outcomes (USD):
| Element | Threshold | Target | Maximum | Actual (Paid) |
|---|---|---|---|---|
| Cash Bonus (ICP) – 2024 (Tran B. Nguyen) | $131,259 | $291,687 | $437,531 | $290,043 |
Notes: CE (corporate) portion 75%; individual 25%. Company performance assessed at 100% of target; Committee approved 100% payout of target for Nguyen .
Equity – 2024 option grants and vesting
| Grant | Shares | Exercise Price | Grant Date | Vesting |
|---|---|---|---|---|
| 2018–2023 multiple grants (see outstanding awards) | — | Various | Various | As disclosed per award |
| 2024 annual option (Nguyen) | 85,000 | $30.30 | 2/27/2024 | 25% at 1-year; then 1/48 monthly over 3 years; 10-year term; FMV strike |
Grant date fair value (2024): $1,707,982 . All executive options have a minimum one-year vesting and FMV exercise prices; no repricing allowed without shareholder approval .
Equity Ownership & Alignment
Beneficial ownership snapshots:
| As-of Date | Shares Owned | Shares Acquirable within 60 Days (Options) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| March 3, 2025 | 2,205 | 791,919 | 794,124 | 1.5% |
| Sept 24, 2025 | 97,205 | 820,940 | 918,145 | 1.7% |
Outstanding option awards (selected lines as of Dec 31, 2024):
| Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|
| 250,000 | — | $15.04 | 06/21/2028 |
| 95,000 | — | $13.53 | 02/27/2029 |
| 105,000 | — | $12.15 | 02/25/2030 |
| 40,625 | — | $22.85 | 02/24/2026 |
| 39,062 | — | $22.85 | 02/22/2027 |
| 60,150 | — | $22.85 | 02/21/2028 |
| 80,500 | 3,500 (2011 program) | $22.60 | 02/25/2031 |
| 60,208 | 24,792 (2012 program) | $32.45 | 02/23/2032 |
| 21,000 | 27,000 (2013 program) | $52.97 | 03/02/2033 |
| — | 85,000 (2024 grant) | $30.30 | 02/27/2034 |
Alignment policies:
- Anti-hedging and anti-pledging: Executives prohibited from hedging or pledging company securities; no margin purchases .
- Option exercises: No option exercises by named executive officers in FY2024 (reduces near-term insider selling pressure) .
Employment Terms
Severance and change-of-control economics for named executive officers (including Nguyen):
| Scenario | Cash Severance | Cash Bonus | COBRA | Career Assistance | Equity Treatment |
|---|---|---|---|---|---|
| Business condition termination (outside CoC) – Nguyen | $583,374 | $291,687 | $38,616 | $25,000 | Accelerated vesting of 12 months worth of unvested options; 12-month post-termination exercise |
| Good Reason (outside CoC) – Nguyen | $583,374 | $291,687 | $38,616 | $25,000 | Same 12-month acceleration/exercise extension |
| Death/Disability (outside CoC) – Nguyen | — | — | — | — | 100% acceleration; 12-month exercise |
| Termination following Change in Control (double-trigger) – Nguyen | $875,061 | $437,531 | $57,924 | $25,000 | 100% acceleration of unvested options; 12-month exercise |
Plan features:
- Double-trigger CoC for cash and equity; multiples are 150% salary and 150% target bonus for NEOs; 100% salary and 100% bonus outside CoC .
- Section 280G “best-pay” cut or full payout to maximize after-tax outcomes .
- Company-wide restructuring (June 2025) accelerated options for certain executives per option agreements; Nguyen signed the 8-K in his corporate capacity .
Multi-Year Compensation (Reported)
| Year | Salary | Option Awards (Grant-Date FV) | Non-Equity Incentive (Bonus) | All Other (401k) | Total |
|---|---|---|---|---|---|
| 2022 | $480,389 | $1,940,015 | $267,216 | $15,250 | $2,702,870 |
| 2023 | $550,410 | $1,870,147 | $264,885 | $14,850 | $2,700,292 |
| 2024 | $580,086 | $1,707,982 | $290,043 | $15,525 | $2,593,636 |
Compensation Structure Analysis
- Mix remains heavily equity-oriented through stock options, linking pay to TSR; time-based vesting emphasizes retention vs absolute financial metrics (options at FMV; 4-year vesting) .
- Annual bonus tied to R&D and capital objectives (no EBITDA/Revenue metrics), which were met 100% in 2024; payout at 100% of target (corporate and individual components) .
- Governance safeguards: no repricing; minimum vesting; anti-hedging/pledging; SEC/Nasdaq-compliant clawback policy .
- Peer benchmarking: Compensation Committee uses a biotech peer group (e.g., ACADIA, Axsome, Biohaven, Cerevel, Cytokinetics, Denali, Karuna, Sage, Xenon) and independent consultant Pay Governance in 2024–2025 .
Related Party Transactions
None reported since January 1, 2024 .
Say-on-Pay & Shareholder Feedback
Shareholders approved executive compensation in 2024 with 99% support, and the committee maintained the program structure in response to strong approval . 2025 proxy again sought advisory say-on-pay approval; program continues emphasizing pay-for-performance and equity .
Expertise & Qualifications
- 25+ years across biotech finance, banking, and PE; CFO experience at two biotechs through sale transactions; executive roles spanning finance and operations .
- Education: BA in Economics/Psychology (Claremont McKenna), MBA (UCLA Anderson) .
- Public company board experience (Rain Oncology; prior Sierra Oncology) .
Work History & Career Trajectory
- Transition from healthcare investment banking (Lehman, Citi) to CFO roles (Metabasis, Somaxon), then to Prothena CFO → COO → CSO roles, reflecting broadened strategic/operational scope .
- Board service aligns with industry network and capital markets fluency .
Compensation Committee Analysis
- Committee composition (independent directors); chair Paula Cobb; consultant Pay Governance retained; policies emphasize risk control and shareholder alignment .
- Equity plan governance: no evergreen; fungible share counting; minimum vesting; double-trigger CoC; no dividends on options/SARs .
Investment Implications
- Alignment: High equity weighting and FMV options tie upside to TSR; anti-hedging/pledging reduce misalignment risk; program enforces minimum vesting and no repricing .
- Retention risk: Time-based options with 4-year schedules and double-trigger CoC protection support retention; 2024 option grant adds future vesting supply, but no option exercises in 2024 mitigate near-term selling pressure .
- Governance quality: Strong say-on-pay support, independent oversight, clawback policy compliant with SEC/Nasdaq rules .
- Performance lens: Bonus metrics directly tied to clinical progress and cash discipline; volatility in TSR underscores pre-commercial risk; compensation responds via at-risk design rather than guaranteed pay .
- Corporate restructuring (2025) introduces broader organizational risk; option acceleration for certain executives is per plan terms; not directly applied to Nguyen but signals change management dynamics to monitor .