Mark E. Boulding
PTC THERAPEUTICSAbout Mark E. Boulding
Executive Vice President & Chief Legal Officer of PTC Therapeutics since March 2012; previously Senior Vice President & General Counsel (2002–2012) and Corporate Secretary (2002–2017). Education: J.D., University of Michigan; B.A., Yale College. Age 64 (as of Apr 30, 2025); over 23 years at PTC including 13+ years as CLO, overseeing legal, compliance, quality assurance, information technology and IP protection. Company performance context: revenue was ~$937.8M in 2023 and ~$806.8M in 2024; cumulative TSR value of $100 investment was ~57.4 at 2023 year‑end and ~93.98 at 2024 year‑end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PTC Therapeutics | Senior Vice President & General Counsel | 2002–2012 | Built legal function; IP defense; corporate governance |
| PTC Therapeutics | Corporate Secretary | 2002–2017 | Board governance and corporate records |
| PTC Therapeutics | Executive Vice President & Chief Legal Officer | 2012–Present | Oversees legal, compliance, quality, IT; led regulatory QA through inspections; IP protection; initiated AI team for R&D |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MedicaLogic/Medscape, Inc. | General Counsel, EVP & Secretary | 2000–2002 | Legal leadership in digital health records and healthcare information |
| Medscape, Inc. | General Counsel, VP & Secretary | 1999–2000 | Legal leadership for online health information & education |
| Washington, D.C. Law Firms | Partner | Prior to 1999 | Complex corporate and life sciences legal counseling |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $503,938 | $523,067 | $539,567 |
| Target Bonus (% of Salary) | 45% (company standard for NEOs) | 45% (company standard for NEOs) | 45% |
| Actual Bonus Paid ($) | $298,700 | $272,400 | $195,200 |
Notes:
- 2023 corporate rating applied to bonuses was 80% with individual modifier of 1.0 for Mr. Boulding .
Performance Compensation
| Component | Grant Date | Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | 2023 cycle determined Feb 2024 | Base × Target% × Corporate Rating × Individual Modifier | 45% of salary | $195,200, based on 80% corporate rating and 1.0 individual modifier | N/A |
| Stock Options (Annual) | Jan 5, 2023 | 36,250 options @ $39.42 | N/A | Grant-date FV $758,713 | 25% at 1 year; 6.25% quarterly thereafter |
| RSUs (Annual) | Jan 5, 2023 | 17,000 RSUs | N/A | Grant-date FV $670,140 | 25% annually over 4 years |
Company performance drivers used in the annual incentive program:
- 2023 goals included financials (revenue and expense control), commercial expansion, pipeline advancement, research progression, operations excellence, and organizational “Enduring PTC Engine”; corporate rating was set at 80% due to regulatory shortfalls (Translarna CHMP opinions, delayed filings) despite revenue outperformance and restructuring/financing benefits .
Equity Ownership & Alignment
| Metric | As of Apr 22, 2024 |
|---|---|
| Total Beneficial Ownership (shares) | 373,834 (325,145 options exercisable within 60 days; 48,689 shares) |
| Ownership as % of Shares Outstanding | <1% of 76,696,655 shares |
| Options Exercised in 2023 | 61,923 (value realized $1,272,892) |
| Stock Awards Vested in 2023 | 8,700 (value realized $360,047) |
| Pledging/Hedging | Prohibited; no margin or collateral pledging; short sales and speculative puts/calls barred; trading requires preclearance or 10b5‑1 plan |
| Ownership Guidelines | Executives must hold shares equal to 1× three‑year average cash comp; all NEOs were compliant or within grace period as of Dec 15, 2023; all NEOs compliant by Dec 15, 2024 |
Vesting schedules (company standard):
- Options: 25% after 1 year, then 6.25% each quarter through year 4 .
- RSUs: 25% annually over 4 years .
Insider selling pressure signals:
- 2023 option exercises with $1.27M value realized suggest monetization but are governed under the insider trading policy and often via 10b5‑1 plans; pledging is prohibited, reducing forced‑liquidity risk .
Employment Terms
| Provision | Standard NEO Terms | Boulding’s Illustrative Benefits (Dec 31, 2023 scenario) |
|---|---|---|
| Term | At‑will; continues until written notice; confidentiality and post‑employment non‑compete/non‑solicit to extent permitted by state law | Same |
| Severance (no cause/good reason) | Salary continuation for 12 months; health coverage up to 12 months | Cash $542,200; Health $34,010; Total $576,210 |
| Change‑of‑Control (double trigger) | Salary lump sum (12 months); health (12 months); full equity acceleration; target bonus for year of termination | Cash $786,190; Health $34,010; RSU acceleration $977,002; Total $1,797,202 |
| Clawback | SEC Rule 10D‑1/Nasdaq‑compliant clawback policy for erroneously awarded incentive comp; SOX 304 reimbursements for CEO/CFO in misconduct restatements |
Compensation & Incentives – Multi‑Year Summary
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Stock Awards ($) | $678,198 | $548,640 | $670,140 |
| Option Awards ($) | $2,790,550 | $1,291,680 | $758,713 |
| Total Compensation ($) | $4,292,842 | $2,657,543 | $2,190,788 |
Performance & Track Record
- 2023 key contributions: strong IP protection; ensured successful regulatory pre‑approval and post‑approval inspections; led creation of dedicated AI team to accelerate discovery/development .
- Company-wide results underpinning incentive payouts: 2023 corporate rating 80% due to regulatory setbacks; 2024 corporate rating 145% on revenue outperformance (~$806.8M), expense control, and $1.0B upfront from Novartis for PTC518, boosting cash; multiple regulatory and pipeline milestones achieved .
Compensation Committee & Governance Signals
- Compensation structure emphasizes at‑risk pay; equity mix uses options and RSUs; peer benchmarking by FW Cook with defined peer groups; say‑on‑pay support was ~97.8% (2023) and ~98.1% (2024) .
- Anti‑hedging/pledging rules and clawback are in force; ownership guidelines enforced and compliant .
Investment Implications
- Alignment: Boulding’s pay structure is primarily at risk through RSUs/options with strict anti‑hedging/pledging policies and stock ownership guidelines, supporting long‑term alignment .
- Retention risk: Standard severance and double‑trigger CIC with full equity acceleration mitigate transition risk; 12‑month cash plus health in separation; stronger CIC economics could incent retention through transactions .
- Trading signals: 2023 option exercise activity ($1.27M value realized) indicates some liquidity events; however, preclearance/10b5‑1 constraints and anti‑pledging reduce opportunistic selling pressure .
- Execution: Legal/quality leadership track record (regulatory inspections, IP defense) and enabling AI capabilities are positives; 2023 regulatory setbacks weighed on payouts, but 2024 outperformance reduced operational risk .