David Meeker
RHYTHM PHARMACEUTICALSAbout David Meeker
David P. Meeker, M.D., age 70, is Chairman of the Board and President & Chief Executive Officer of Rhythm Pharmaceuticals; he has served on the board since 2015, became Chairman in April 2017, and was appointed CEO in July 2020 . He holds an M.D. from the University of Vermont Medical School and completed the Advanced Management Program at Harvard Business School in 2000; his prior leadership includes CEO roles at Genzyme (and EVP, Head Sanofi Genzyme) and KSQ Therapeutics, with earlier academic posts at the Cleveland Clinic and Ohio State University . Company performance under his tenure shows rising revenues from $3,154 in 2021 to $130,126 in 2024 and cumulative TSR improving to a value of $188.27 for an initial $100 investment in 2024; Rhythm’s share price rose 24% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rhythm Pharmaceuticals | Chairman of the Board; President & CEO | Board since 2015; Chairman since Apr 2017; CEO since Jul 2020 | Led commercialization and pipeline execution in rare genetic obesity |
| KSQ Therapeutics | Chief Executive Officer | Oct 2017 – Jul 2020 | Led biotech operations and strategy |
| Genzyme / Sanofi Genzyme | President & CEO (Genzyme); EVP, Head Sanofi Genzyme | Oct 2011 – Jun 2017 | Oversaw specialty business units and rare disease therapies; Executive Committee member at Sanofi |
| Cleveland Clinic | Director, Pulmonary Critical Care Fellowship | Prior to Genzyme | Academic leadership and clinical training |
| Ohio State University | Assistant Professor of Medicine | Prior to Genzyme | Academic research and teaching |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pharvaris GmbH | Chairman of the Board | Current | Public company board leadership |
| Trevi Therapeutics, Inc. | Chairman of the Board | Current | Public company board leadership |
| Biomedical Science Careers Program | Board member | Current | Non-profit board; social impact |
| The Dimock Center | Board member | Current | Community health center board |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $652,050 | $704,715 | $740,472 |
| Annualized Base Salary (as of Feb 24, 2024) ($) | — | — | $746,000 |
| Target Bonus % of Base | — | 65% | 70% |
| Target Bonus ($) | — | $466,216 | $522,200 |
| Actual Bonus Paid ($) | $505,420 | $634,053 | $744,135 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate goals (commercial, clinical, regulatory, infrastructure) | 70% | 100% of corporate component | 135% corporate achievement; Meeker payout $744,135 | Cash (N/A) |
| Annual Cash Incentive (2024) | Individual goals | 30% | 100% of individual component | Average individual modifier 146% across NEOs | Cash (N/A) |
| PSUs (granted 2024) | Financial, commercial and clinical milestones; includes Net Product Revenue milestones for 2025 (set Feb 2025) and to-be-set 2026 milestones | N/A | 50,000 PSUs (target) | Payout range 0–140% of target | Vests after performance period ending Dec 31, 2026; 36,665 unearned units valued $2,052,507 as of Dec 31, 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Apr 28, 2025) | 2,111,337 shares; 3.2% of common stock |
| Breakdown | 201,825 shares held directly; 1,909,512 shares underlying options exercisable within 60 days |
| Unvested RSUs (Dec 31, 2024) | 85,000 units; market value $4,758,300 (at $55.98) |
| Unearned PSUs (Dec 31, 2024) | 36,665 units; payout value $2,052,507 (at $55.98) |
| Stock Ownership Policy | CEO required to hold ≥3x annual base salary; five years to comply; all participants compliant at adoption (Dec 2024) |
| Hedging/Pledging | Anti-hedging and anti-pledging policy in place; none of the shares are pledged |
Selected Option Grants Outstanding (Meeker):
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 07/20/2020 | 900,000 | — | 22.53 | 07/19/2030 |
| 02/09/2022 | 350,625 | 159,375 | 6.80 | 02/08/2032 |
| 02/01/2023 | 100,450 | 129,150 | 27.35 | 02/01/2033 |
| 02/16/2024 | 48,561 | 210,439 | 49.23 | 02/16/2034 |
Vesting cadence (time-based awards):
- Options: 16 equal quarterly installments after vesting commencement .
- RSUs: 4 equal annual installments after vesting commencement .
- PSUs: Eligible to vest after Compensation Committee determination post Dec 31, 2026; payouts 0–140% .
2024 Exercises/Vesting Activity:
| Metric | 2024 |
|---|---|
| Stock awards vested (Meeker) | 113,125 shares; value realized $4,673,811 |
| Options exercised (Meeker) | None |
Employment Terms
| Scenario (as of Dec 31, 2024) | Cash | Equity Acceleration | Healthcare | Total |
|---|---|---|---|---|
| Termination Without Cause or for Good Reason (no Change in Control) | $717,254 | — | $32,079 | $749,333 |
| Change in Control (no termination) | — | $2,052,507 (PSUs at 100% or greater if milestones attained/probable) | — | $2,052,507 |
| Qualifying Termination within CiC Protection Period | $1,775,204 | $22,487,189 | $48,118 | $24,310,511 |
Key contract terms (CEO letter agreement, amended July 28, 2023):
- Without cause/good reason: 12 months base salary continuation and up to 12 months healthcare reimbursement .
- Change-in-control protection period: qualifying termination within 3 months prior to or 12 months after CiC → 18 months base salary + 150% of target annual bonus, up to 18 months healthcare, and full acceleration of unvested equity .
- Section 280G “best pay” (cut-back vs full pay to optimize after-tax outcome) .
- Company maintains Nasdaq-compliant clawback policy covering restatements .
- Global Insider Trading Policy prohibits hedging and pledging .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Revenues ($) | $3,154 | $23,638 | $77,428 | $130,126 |
| Cumulative TSR – Value of $100 Investment ($) | $33.57 | $97.94 | $154.61 | $188.27 |
| Net Income ($) | $(69,612) | $(181,119) | $(184,678) | $(260,602) |
| Share Price Change (CY 2024) | — | — | — | +24% |
Board Governance
- Board service: Meeker is Chairman (Class III; term expires 2026) and not independent; board size fixed at nine; directors removed only for cause; classified board structure .
- Dual-role implications: CEO also serves as Chairman; independent directors appointed Edward T. Mathers as Lead Director to preside over executive sessions and act as liaison; executive sessions without management are held regularly .
- Committee structure: Meeker is not listed on Audit, Compensation & Management Development, or Governance & Nominating committees; committee chairs are McGirr (Audit), Tetrault (Compensation), and Mathers (Governance); all committee members are independent .
- Attendance: Board held four meetings in 2024; all members attended ≥75% of board/committee meetings .
- Director compensation policy: Non-employee directors receive retainers (e.g., annual cash retainer $50,000; Lead Director $35,000; committee chair/member retainers), and annual equity; Meeker did not receive any board compensation while serving as CEO .
Director Compensation (context)
| Retainer Component | Annual Fee ($) |
|---|---|
| Annual Cash Retainer | $50,000 |
| Lead Director | $35,000 |
| Non-Executive Chair | $30,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Compensation Chair / Member | $20,000 / $10,000 (as of Jun 18, 2024) |
| Governance Chair / Member | $10,000 / $5,000 |
Compensation Structure Analysis
- Pay mix and at-risk design: Approximately 90% of 2024 target compensation for NEOs was “at risk” (equity and annual incentives), and ~84% of target direct compensation was equity-based (options, RSUs, PSUs), aligning pay with shareholder outcomes .
- Program discipline: No tax gross-ups for change-in-control payments, no option repricing without shareholder approval, Nasdaq-compliant clawback, stock ownership policy adopted in Dec 2024; all participants compliant at adoption .
- Long-term alignment: 2024 PSU program introduced with defined multi-year financial/commercial/clinical goals, 0–140% payout range, vesting post-Dec 31, 2026 .
- Shareholder oversight: Say-on-pay approval was 97.1% in 2024; company conducted significant investor outreach shaping PSU design .
Risk Indicators & Red Flags
- Alignment safeguards: Anti-hedging and anti-pledging policy; none of Meeker’s shares are pledged .
- Change-in-control economics: Double-trigger equity acceleration and cash multiples (18 months base + 150% of target bonus) can be value-significant; estimated total payout of $24.3 million under CiC termination scenario as of Dec 31, 2024 .
- Governance checks on dual role: Lead Independent Director and regular executive sessions mitigate combined CEO/Chair risks .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 97.1% support at the 2024 annual meeting .
- Engagement: Management met with representatives of more than 175 institutions (~75%+ of outstanding common stock) in 2024; feedback influenced addition of defined financial goals to long-term incentives .
Equity Award Detail (grants in 2024)
| Award Type | Shares/Units | Notes |
|---|---|---|
| Options | 259,000 | Time-based; vests in 16 equal quarterly installments from vest commencement |
| RSUs | 85,000 | Time-based; vests in 4 equal annual installments from vest commencement |
| PSUs | 50,000 (target) | 3-year performance period to 12/31/2026; payout 0–140% |
Investment Implications
- Strong alignment: High at-risk pay and 2024 PSU design tie compensation to multi-year strategic and financial milestones; stock ownership policy and anti-hedging/pledging enhance alignment .
- Retention risk windows: Annual RSU anniversaries and quarterly option vesting create predictable delivery schedules; 2024 showed significant RSU vesting value realized ($4.67 million) and no option exercises by Meeker .
- Change-in-control leverage: Double-trigger severance and full equity acceleration can be material in strategic scenarios (total estimated $24.3 million), potentially influencing deal negotiations and executive retention dynamics .
- Governance balance: CEO/Chair dual role is counterbalanced by a Lead Director and regular executive sessions; high say-on-pay support (97.1%) suggests investor approval of current compensation structure amid revenue growth and TSR improvement .