Matthew B. Klein
PTC THERAPEUTICSAbout Matthew B. Klein
Matthew B. Klein, M.D., M.S., F.A.C.S., age 53, is Chief Executive Officer and a director of PTC Therapeutics (PTCT). He joined PTC in October 2019, became Chief Development Officer in April 2020, Chief Operating Officer in January 2022, and CEO and director in March 2023; he holds a BA (University of Pennsylvania), MD (Yale), and MS in epidemiology (University of Washington) . In 2024, PTC’s corporate performance rating was 145% vs goals; revenue was ~$806.8M (above KPI range of $600–$680M), OpEx targets were met on a non-GAAP basis, a $1.0B upfront Novartis deal closed (PTC518), and FDA approvals/submissions advanced (including Kebilidi approval), contributing to strong pay-versus-performance alignment and a disclosed 2024 Company TSR index value of 93.98 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PTC Therapeutics | Global Head Gene & Mitochondrial Therapies; Global Head Clinical Development; Chief Development Officer; Chief Operating Officer | 2019–2023 | Built and led development functions preceding CEO tenure . |
| BioElectron Technology Corporation | CEO; CMO; SVP Clinical Science; Director | 2012–2019 (roles vary) | Led clinical programs; prior CEO; later became related party via BioElectron asset sale legacy . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ClearPoint Neuro, Inc. (NASDAQ: CLPT) | Director (PTC designee) | 2020–present | Industry connectivity; neurosurgical/neurology ecosystem exposure . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 598,417 | 747,222 | 882,167 |
| Target Bonus % of Salary | — | 75% (CEO target in 2023) | 80% (CEO target in 2024) |
| Actual Annual Cash Incentive ($) | 379,500 | 472,800 | 1,149,700 |
| All Other Compensation ($) | 17,482 | 19,318 | 19,591 |
Notes:
- 2024 salary rate set to $901,000 effective March 1, 2024 (14.3% YoY increase) .
- 2024 corporate rating: 145%; CEO individual modifier: 1.10; payout calculated per formula disclosed .
Performance Compensation
Annual Cash Incentive – 2024 KPI outcomes
| Metric | Target | Actual | Outcome | Impact |
|---|---|---|---|---|
| Revenue | $600–$680M | ~$806.8M | Exceeded | Contributed to 145% corporate rating . |
| OpEx (GAAP R&D+SG&A); Non-GAAP R&D+SG&A | $740–$835M (GAAP); $660–$755M (Non-GAAP) | GAAP ~$835.4M; Non-GAAP $760.8M | Achieved (slight Non-GAAP overspend driven by positive commercial/regulatory needs) | Contributed to 145% corporate rating . |
| Business Development | Execute in-licensing providing near-term revenue; identify research partner | $1.0B upfront Novartis PTC518 deal; partner identification achieved | Achieved | Contributed to 145% corporate rating . |
| R&D Programs | Filings/phase progress per plan; multiple NDAs/BLAs | Kebilidi FDA approval; multiple NDA acceptances; Translarna expansion packages; PTC518 designations | Achieved | Contributed to 145% corporate rating . |
Equity Awards (granted in 2024)
| Award Type | Grant Date | Shares/Units | Key Terms | Accounting Fair Value |
|---|---|---|---|---|
| Stock Options | 2/15/2024 | 175,000 | Exercise $25.69; vest 25% at 1 year, then 6.25% quarterly; std 4-yr vest | $2,361,006 |
| RSUs (annual) | 2/15/2024 | 70,000 | Vest 25% annually over 4 years | $1,798,300 |
| PSUs – Stock Price (Target) | 12/13/2024 | 15,625 target (up to +15,625 above-target) | Vest on 90-day avg stock price milestones before 12/31/2029; time-based vesting overlays (half on achievement, half 1-yr later) | $1,200,000 (market-condition Monte Carlo) |
| PSUs – Performance (Target) | 12/13/2024 | 12,500 target (up to +12,500 above-target) | Vest on specified development/regulatory/revenue milestones before 12/31/2029; time-based overlays; grant-date value $0 until probable | $0 (max value disclosure provided) |
Additional details:
- 2024 annual equity mix for NEOs: ~45% options / 55% RSUs (grant-date basis). Dr. Klein additionally received PSUs in Dec-2024 recognizing 2024 performance and to encourage future performance .
- Options priced at close on grant date; no timing around MNPI; grants avoided blackout windows .
2024 Payout Mechanics
| Component | Formula / Terms | 2024 Result |
|---|---|---|
| Cash incentive | Base Salary × Target % × Corporate Rating × Individual Modifier | 882,167 × 80% × 145% × 1.10 = $1,149,700 (as disclosed) |
| Pay vs Performance | 2024 Company TSR index: 93.98; revenue $806.8M; CEO CAP per Item 402(v): $14.7M | Pay and outcomes linked to revenue, pipeline, TSR, and spend efficiency . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 491,640 shares/derivatives: 401,156 options exercisable within 60 days; 91,288 shares; <1% ownership . |
| Vested vs Unvested Snapshot | CEO held multiple outstanding equity awards at 12/31/2024, including unexercised options across vintages and unvested RSUs/PSUs; 2024 vesting included 51,750 shares from prior RSU grants; no option exercises in 2024 . |
| Pledging/Hedging | Prohibited for employees/directors; no pledging allowed; trades require pre-clearance or 10b5-1 plan . |
| Ownership Guidelines | CEO must hold 3× three-year average cash compensation; compliance required within 5 years; as of 12/15/2024, all NEOs/directors were in compliance or within grace period . |
| Trading Plans | 2024 insider transactions executed under Rule 10b5-1 plans per policy . |
Employment Terms
| Provision | Terms (CEO) |
|---|---|
| Employment history | Joined 10/28/2019; CEO since 3/2023; amended/restated agreement 4/18/2023 . |
| Non-compete / Non-solicit | 24 months post-separation (to extent permitted by law); non-solicit customers/partners/vendors/employees for 24 months . |
| Severance (no CIC) | 24 months base salary continuation; pro-rated bonus based on actual corporate performance; benefits continuation/COBRA per plan; equity exercise period extension per agreement; release required . |
| Change-in-Control (double trigger: within 3 months pre- or 12 months post-CIC) | 2× base salary + target annual bonus; pro rata target bonus; full acceleration of time-based equity; performance awards per award terms; up to 18 months health continuation or cash equivalent; release required . |
| Potential Payments (illustrative at 12/31/2024) | No-Cause/Good Reason: Total $2,540,386; CIC-termination: Total $9,221,831; Restricted Stock Acceleration $5,952,960 under CIC; Option acceleration shown as $0 in table; COBRA ~$25,271 . |
| Clawback | Dodd-Frank Rule 10D-1-compliant policy; recovery of erroneously awarded incentive compensation upon restatement; SOX 304 noted . |
| 280G Cutback | Best-net (full vs cutback) to optimize after-tax outcome . |
Board Governance
- Board and Committees: Separate Chair (independent) and CEO roles; Klein serves on the Development Committee; Board majority independent .
- Independence: Board determined all directors other than Dr. Klein are independent under Nasdaq rules .
- Attendance: Board held 13 meetings in 2024; all directors attended ≥75% of meetings; 10 of 11 directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session; corporate governance guidelines in place .
- Dual-role implications: CEO is also a director; mitigated by independent Chair, majority independent board, and standing committees (Audit, Compensation, Nominating & Corporate Governance, Development) fully independent (except Development includes CEO as member) .
Related Party/Conflict Considerations
- BioElectron legacy interest: Prior to joining PTC, Dr. Klein was CEO/director and remains a ~6% BioElectron shareholder; as such, he is entitled to a portion of any contingent payments PTC may make to BioElectron under the 2019 asset purchase agreement; no such payments were made in 2024; he was not a related party at the time of the 2019 acquisition .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~98.1% votes in favor, indicating strong shareholder support for NEO compensation and pay practices .
- Compensation consultant: FW Cook engaged; committee independence affirmed; no conflicts reported .
- Peer group: Updated in 2023 and 2024; 2024 awards were below median of peer group; annual equity mix approximately 45% options / 55% RSUs for NEOs .
Track Record, Value Creation, and Execution Risk
- 2024 Strategic/operational achievements under Klein’s leadership: revenue outperformance vs KPI range; budget discipline; BD (Novartis $1.0B upfront on PTC518); Kebilidi FDA approval; multiple NDA/BLA submissions/acceptances; Translarna geographic expansion; internal efficiency initiatives and footprint consolidation .
- Pay-Versus-Performance disclosure shows strong linkage between CAP and performance metrics (revenue, pipeline development, TSR, and spend efficiency) .
- Risks include regulatory outcomes, commercialization headwinds (e.g., Emflaza LOE, EU Translarna uncertainties), and execution across late-stage pipeline .
Director Service and Compensation (as Director)
- Board service: Director since March 2023; Development Committee member .
- Director pay: Dr. Klein receives no additional compensation for director service (compensated solely as CEO) .
Detailed Tables
Summary Compensation (CEO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 598,417 | 747,222 | 882,167 |
| Stock Awards | 1,562,100 | 4,545,380 | 2,998,300 |
| Option Awards | 2,451,800 | 3,152,305 | 2,361,006 |
| Non-Equity Incentive Plan Comp | 379,500 | 472,800 | 1,149,700 |
| All Other Comp | 17,482 | 19,318 | 19,591 |
| Total | 5,009,299 | 8,937,025 | 7,410,765 |
2024 Annual Incentive Calculation Parameters
| Parameter | Value |
|---|---|
| Base Salary used (effective rate) | $901,000 (effective 3/1/2024) |
| Target % | 80% |
| Corporate Rating | 145% |
| Individual Modifier | 1.10 |
| Actual Payout | $1,149,700 |
2024 Equity Grants (CEO)
| Type | Date | Quantity | Exercise/Terms | Fair Value |
|---|---|---|---|---|
| Options | 2/15/2024 | 175,000 | $25.69; 4-yr vest (25%, then 6.25% qtrly) | $2,361,006 |
| RSUs | 2/15/2024 | 70,000 | 25% annually over 4 yrs | $1,798,300 |
| PSUs (Stock Price) | 12/13/2024 | 15,625 target (+ up to 15,625) | 90-day avg price hurdles by 12/31/2029; time-based overlays | $1,200,000 |
| PSUs (Performance) | 12/13/2024 | 12,500 target (+ up to 12,500) | Dev/regulatory/revenue milestones by 12/31/2029; time-based overlays | $0 (not probable at grant) |
Beneficial Ownership (CEO)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Matthew B. Klein | 491,640 (incl. 401,156 options exercisable ≤60 days; 91,288 shares) | <1% |
Potential Payments Upon Termination (Illustrative as of 12/31/2024)
| Scenario | Cash Severance | Health (COBRA) | Stock Option Acceleration | Restricted Stock Acceleration | Total |
|---|---|---|---|---|---|
| No-Cause/Good Reason | $1,802,000 | $25,271 | $0 | $713,115 | $2,540,386 |
| CIC + Qualifying Termination | $3,243,600 | $25,271 | $0 | $5,952,960 | $9,221,831 |
Compensation Structure Analysis
- Mix and risk profile: High proportion of at-risk pay (base salary + target bonus + equity) for CEO at 88.1% in 2024, with added PSUs aligning to stock price and operational milestones; RSUs + options maintained for retention and upside leverage .
- Performance rigor: 2024 cash KPIs stretched; revenue outperformed; spend within target ranges; significant BD and regulatory achievements; resulted in above-target corporate rating (145%) .
- Peer positioning: 2024 total CEO compensation reported below peer median; committee uses external benchmarking and FW Cook; strong 2024 say-on-pay vote (98.1%) .
- Clawback, no pledging/hedging, ownership guidelines: Structural guardrails enhance alignment and risk mitigation .
Risk Indicators & Red Flags
- Related-party potential: BioElectron contingent consideration could create perceived conflicts if milestones/payments resume; none paid in 2024; Board oversight noted .
- Hedging/pledging: Prohibited (mitigates misalignment risk) .
- Option repricing/tax gross-ups: Not disclosed; clawback policy implemented per Nasdaq Rule 10D-1 .
- Governance: Independent Chair; majority independent committees; regular executive sessions .
Investment Implications
- Alignment and performance leverage: The 2024 introduction of PSUs tied to stock price and operational milestones increases management’s exposure to value creation; equity remains multi-year and performance-contingent, supporting retention and upside realization only with execution .
- Near-term supply dynamics: New 2024 RSU/option grants begin vesting one year post-grant (Feb 2025), and PSUs can settle upon milestone achievement with a time-based overlay; trades executed via 10b5-1 plans may reduce perceived discretionary selling pressure .
- Retention and transaction considerations: Robust double-trigger CIC economics (2× base + target bonus; full time-based equity acceleration; PSU vesting per terms) and 24-month non-compete/non-solicit suggest lower flight risk and incentive to support value-maximizing strategic outcomes, while mitigating entrenchment concerns via strong board independence .
- Execution track record under Klein: 2024 performance against KPIs, major BD transaction, and regulatory wins indicate operational momentum; continued regulatory/commercial outcomes (e.g., NDA/BLA decisions, geographic expansions) remain key catalysts for compensation realization and investor returns .