Jennifer Lee
RHYTHM PHARMACEUTICALSAbout Jennifer Lee
Executive Vice President, Head of North America at Rhythm Pharmaceuticals since November 2020; prior commercial leadership at Krystal Biotech (Chief Commercial Officer) and Sanofi Genzyme (multiple VP roles in rare diseases). Education: B.S. from MIT and M.P.H. from Harvard University . On recent earnings calls, Lee leads U.S. commercial strategy and HO launch readiness; she noted minimal off-label HO usage in the U.S. to date . No age or TSR/revenue/EBITDA performance metrics for her tenure were disclosed in proxy materials.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rhythm Pharmaceuticals | EVP, Head of North America | Nov 2020–Present | Leads U.S. commercial strategy and launches in rare MC4R pathway indications |
| Krystal Biotech | Chief Commercial Officer | Jan 2020–Oct 2020 | Commercial leadership; transition to Rhythm thereafter |
| Sanofi Genzyme | VP, Head of Genetic Diseases (U.S.) | Jan 2017–Jan 2020 | Responsible for U.S. commercial strategy and implementation for seven brands in rare diseases |
| Sanofi Genzyme | VP, Global Head of Rare Nephrological Diseases | Nov 2014–Jan 2017 | Global leadership across rare nephrology portfolio |
External Roles
No public-company directorships or external board roles disclosed in the proxy biography .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 430,000 | 464,731 | 488,266 |
| Stock Awards – Grant-date Fair Value ($) | 93,500 | 493,668 | 1,241,807 |
| Option Awards – Grant-date Fair Value ($) | 348,975 | 885,405 | 2,272,339 |
| Non-Equity Incentive Compensation ($) | 202,000 | 246,000 | 302,000 |
| All Other Compensation ($) | 12,200 | 16,406 | 13,800 |
| Total ($) | 1,086,675 | 2,106,210 | 4,318,212 |
| 2024 Base Salary | 2024 Target Bonus (% of salary) | 2024 Target Bonus ($) | 2024 Actual Bonus ($) |
|---|---|---|---|
| $491,900 | 45% | $221,355 | $302,000 |
Performance Compensation
| Incentive Type | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals (commercial growth, clinical/regulatory milestones, patient identification; infrastructure) and individual goals | 70% corporate / 30% individual | Corporate target level | Corporate achievement 135%; average individual modifier 146%; Ms. Lee payout $302,000 | Cash paid after fiscal year |
| 2024 PSUs | 3-year performance goals (strategic financial, commercial, clinical milestones); payout 0–140% of target | N/A | 40,000 target PSUs | Determined post performance period | Vests following performance period ending Dec 31, 2026; committee certifies results; eligible accelerated vesting upon CoC at 100% or greater if milestones attained/probable |
| 2024 Time-based RSUs | RSUs grant | N/A | 22,000 units (2/16/2024) | N/A | Vests in 4 equal annual installments from first anniversary of vesting commencement |
| 2024 Stock Options | Options grant (exercise price $49.23) | N/A | 67,000 options (2/16/2024) | N/A | Vests in 16 equal quarterly installments after vest start date |
Committee notes: Equity mix emphasizes long-term alignment and retention, with annual schedule grants and no timing around material MNPI disclosures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 28, 2025) | 171,136 shares; less than 1% of common stock outstanding; address c/o Rhythm Pharmaceuticals; none of the shares are pledged |
| Anti-hedging/Pledging | Global Insider Trading Policy prohibits hedging/monetization transactions and pledging or margin accounts for directors/officers/employees |
| Stock Ownership Guidelines | Adopted Dec 2024: 1x annual base salary for executive officers; 5-year compliance window; all current participants already in compliance at adoption |
| 2024 Exercises/Vesting | Options exercised: 60,981 shares; value realized $2,850,160. Stock awards vested: 43,732 shares; value realized $1,859,241 |
Insider transactions (near vest dates; indicative of tax-withholding pressure):
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| 2025-02-09 | M (RSU release) | 3,437 | $0 | RSU tranche vest; 25% cadence 2023–2026 |
| 2025-02-09 | M (Option exercise) | 4,189 | $6.80 | Options granted 2022; 16 equal installments; expires 02/08/2032 |
| 2025-02-10 | S (sale) | 1,894 | $58.3928 | Rule 10b5-1 instruction; sales to cover withholding taxes |
| 2025-02-10 | S (sale) | 2,295 | $59.3408 | As above |
| 2025-02-11 | M (RSU release) | 2,031 | $0 | RSU tranche vest; 25% cadence 2022–2025 |
| 2025-02-11 | S (sale) | 1,023 | $57.51 | Tax-related sales under plan |
| 2025-02-11 | S (sale) | 4 | $57.50 | De minimis |
Vesting cadence from Form 4 footnotes:
- RSUs vest 25% annually on February 9, 2023/2024/2025/2026; and 25% annually on February 11, 2022/2023/2024/2025 for a separate grant .
- Options from February 9, 2022 vest in 16 equal quarterly installments; expiration 02/08/2032 .
Employment Terms
| Term | Jennifer Lee |
|---|---|
| Offer Letter Date | Amended and restated offer letter dated August 3, 2023; EVP, Head of North America |
| Base Salary & Bonus Eligibility | Annual base salary; eligible for annual performance bonus as % of salary; 2024 base $491,900 and target bonus 45% |
| Severance (No CoC; qualifying termination) | 9 months continued base salary; up to 9 months healthcare reimbursement |
| Change-in-Control Protection Period | 3 months prior to and 12 months following a change-in-control |
| Severance (With CoC; qualifying termination within CoC period) | Cash severance equal to 12 months base salary plus 100% of target annual bonus; up to 12 months healthcare reimbursement; accelerated vesting of all outstanding/unvested equity awards |
| Parachute “Best Pay” Cutback | Best-pay provision to avoid 4999 excise taxes; greater after-tax benefit between full payouts or reduced |
| Clawback Policy | Board-adopted policy under Nasdaq Rule 10D-1; recovery of erroneously awarded incentive compensation upon covered restatements |
Investment Implications
- Pay-for-performance alignment: Equity-heavy mix (options, RSUs, PSUs) and stock ownership policy (1x salary) align incentives; PSUs tied to multi-year strategic/financial milestones with 0–140% payout range through 2026, indicating at-risk pay linked to execution outcomes .
- Retention risk: Standard double-trigger CoC severance (12 months base + 100% target bonus + full acceleration) and 9-month severance outside CoC reduce turnover risk but create potential value transfer in transactions; “best-pay” cutback mitigates excise tax gross-up concerns (none disclosed) .
- Insider selling pressure: Predictable RSU vesting in early February and option installment vesting create periodic tax-driven sales; Feb 2025 Form 4 shows modest Rule 10b5-1 sales tied to withholding, not discretionary selling—reducing negative signal risk while highlighting calendar-based supply .
- Governance safeguards: Prohibitions on hedging and pledging, and compliance with ownership guidelines at adoption, support shareholder-friendly alignment; no related-party transactions or tax gross-ups disclosed for Lee .
- Execution track record: Lee leads North America commercialization (BBS and anticipated HO launch), with public commentary indicating disciplined physician/patient identification and minimal U.S. off-label HO use to date; near-term value creation hinges on regulatory outcomes and HO launch execution .