John Tucker
About John Tucker
John H. Tucker is President, Chief Executive Officer, and Director of scPharmaceuticals, serving since January 2017; he was 62 as of April 7, 2025 and holds a B.A. from Plymouth State College and an M.B.A. from New Hampshire College . He previously led commercialization and operations roles at AMAG, Incline Therapeutics (acquired by The Medicines Company), Indevus, Basilea, ALZA, and Johnson & Johnson, and served as CEO at Algal Scientific, Alcresta Therapeutics, and Nelson Bach U.S. . Performance context: the company’s TSR values were $142.83 (2022), $124.90 (2023), and $70.52 (2024) on a fixed $100 investment, while net losses were $(36.8)mm (2022), $(54.8)mm (2023), and $(85.1)mm (2024) . Operationally, FUROSCIX net revenue reached $10.0mm in Q3 2024 (+164% YoY), with label expansion to NYHA Class IV and progression of the Autoinjector program and CKD sNDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Algal Scientific | Chief Executive Officer | 2016–2017 | Led biotechnology operations pre-SCPH tenure . |
| Alcresta Therapeutics | Chief Executive Officer | 2014–2016 | Led development of enzyme-based products . |
| Nelson Bach U.S. | CEO, North American Business | 2013–2014 | Ran NA consumer health operations . |
| Incline Therapeutics | SVP & Chief Commercial Officer | 2012–2013 | Commercial leadership; company acquired by The Medicines Company . |
| AMAG Pharmaceuticals | SVP, Commercial Operations | Prior to 2012 | Commercial and operations leadership . |
| Basilea Pharmaceuticals | Senior executive roles | 2002–2011 | Senior operations/commercial roles . |
| Indevus Pharmaceuticals | Senior executive roles | 2002–2011 | Senior operations/commercial roles . |
| ALZA; Johnson & Johnson | Sales & development roles | Not disclosed | Foundational commercial roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eleusis Ltd. (private) | Director | 2021–Oct 2022 | Left upon acquisition . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $580,250 | $603,500 | $663,800 |
| Target Bonus (% of Salary) | 50% (per employment agreement) | 60% | 60% |
| Actual Cash Bonus ($) | $319,200 | $362,100 | $358,500 |
| All Other Compensation ($) | $12,752 | $15,960 | $31,830 (incl. $19,534 President’s Club, $9,524 401k match, $2,772 life premium) |
Notes:
- Base salary increased to $697,000 effective Jan 1, 2025 .
- Bonus plan tied to corporate objectives; 2024 corporate goals achieved at 90.0% .
Performance Compensation
| Component | Metric category | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Cash Incentive | Commercial, Regulatory, Lifecycle, Fiscal Mgmt, Operational Execution | Not disclosed | Not disclosed | Corporate goals achieved at 90.0%; Tucker bonus $358,500 | N/A |
| 2023 Cash Incentive | Commercial, Regulatory, Lifecycle, Fiscal Mgmt, Operational Execution | Not disclosed | Not disclosed | Corporate goals achieved at 99.75%; Tucker bonus $362,100 | N/A |
| RSUs (2024 grant) | Time-based | N/A | N/A | Grant reflected in Share Awards ($654,106) | 113,560 units: 25% vested Jan 1, 2025; remaining annually each Jan 1 to 2027 |
| RSUs (2023 grant) | Time-based | N/A | N/A | Grant reflected in Share Awards ($409,323) | 66,665 units: 25% vested Jan 1, 2024; remaining annually each Jan 1 to 2027 |
Clawback: Compensation committee oversees compliance with SEC/Nasdaq-required compensation recovery policy .
Equity Ownership & Alignment
- Beneficial ownership: 1,427,338 shares (2.76%); includes 122,345 common shares and 1,304,993 options exercisable within 60 days of April 7, 2025 .
- Shares outstanding reference: 50,283,925 (as of April 7, 2025) used for ownership % computation .
- Hedging/pledging policy: Short sales, derivatives, and hedging prohibited; pledging or margin accounts prohibited without prior approval .
| Outstanding Equity Awards (as of 12/31/2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| Option 3/7/2017 | 496,674 | — | 3.81 | 3/7/2027 | Time-based vesting completed . |
| Option 1/17/2018 | 100,000 | — | 12.23 | 1/17/2028 | Time-based vesting completed . |
| Option 2/25/2019 | 84,500 | — | 3.25 | 2/25/2029 | 50% vested at NDA submission; 50% at FDA approval . |
| Option 1/10/2020 | 127,500 | — | 5.81 | 1/10/2030 | Performance tranches (63,750/63,750) cancelled 4/30/2021; time-based tranche remains . |
| Option 1/25/2021 | 165,740 | 2,335 | 7.06 | 1/25/2031 | FDA-approval tranche (56,025) cancelled 7/25/2022; net sales tranche vested . |
| Option 1/31/2022 | 181,562 | 67,438 | 4.31 | 1/31/2032 | Time-based . |
| Option 1/19/2023 | 47,916 | 52,084 | 6.14 | 1/19/2033 | Time-based; 25% vested 1/1/2024 . |
| Option 1/18/2024 | — | 170,340 | 5.76 | 1/18/2034 | Time-based; 25% vested 1/1/2025 . |
| RSU (2023 grant) | N/A | 66,665 | N/A | N/A | 25% vested 1/1/2024; annually to 1/1/2027 . |
| RSU (2024 grant) | N/A | 113,560 | N/A | N/A | 25% vested 1/1/2025; annually to 1/1/2027 . |
Ownership guidelines: Not disclosed in proxy; compliance status not disclosed.
Pledging/hedging status: No individual pledging disclosed; policy restricts hedging/pledging and margin accounts .
Employment Terms
- Agreement: Second amended and restated employment agreement effective at IPO closing (Nov 2017) .
- Base salary set at $481,000 initially, with annual target bonus at 50%; current base salary increased to $697,000 effective Jan 1, 2025 .
- Severance (no CIC): 12 months of base salary plus average target incentive compensation paid over prior three fiscal years; COBRA reimbursement for up to 12 months .
- Severance (with CIC): 18 months of base salary plus average target incentive compensation; COBRA reimbursement for up to 18 months .
- Equity acceleration: Double-trigger—if terminated without cause or resigns for good reason within 12 months following a change in control, all time-based options and time-based stock awards vest immediately .
- Restrictive covenants: Confidentiality; 12-month non-compete and non-solicit post-termination .
Board Governance
- Role: CEO and Director; not Chairman. Board leadership separated with Jack A. Khattar as Non-Executive Chairman since Nov 2017 .
- Independence: All directors other than Tucker are independent under Nasdaq rules; Tucker is not independent by virtue of being CEO .
- Committees: Audit (Hudson—Chair; Bonstein; Baylor-Henry) ; Compensation (Khattar—Chair; Agger; Schaeffer) ; Nominating/Governance (Veitinger—Chair; Agger; Abraham) ; Tucker is not listed on any committee .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Insider trading controls: Policy prohibits short sales, derivatives, hedging; restricts pledging/margin accounts without prior approval .
Director Compensation
- Tucker receives no additional compensation for board service; his compensation is reported under executive compensation .
- Non-employee director cash retainers (2025 policy): Chairman $90,000 (up from $75,000 in 2024), other directors $50,000 (up from $40,000); Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000 .
- Annual equity for non-employee directors: Initial election grant 60,000 options (vesting 33% at 1-year then monthly over 2 years); annual re-election grant 30,000 options (full vest by next annual meeting or 1-year) .
Multi-Year Compensation Summary (NEOs)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Compensation ($) – John H. Tucker | $1,595,364 | $1,838,662 | $2,400,998 |
| Share Awards ($) – Tucker | $0 | $409,323 | $654,106 |
| Option Awards ($) – Tucker | $683,162 | $447,779 | $692,762 |
| CAP (“Compensation Actually Paid”) – Tucker | $2,556,506 | $1,568,948 | $1,119,651 |
| Net Income (Loss) ($000) | $(36,838) | $(54,810) | $(85,148) |
| TSR – $100 initial investment | $142.83 | $124.90 | $70.52 |
Performance & Track Record
- Commercial execution: FUROSCIX net revenue of $10.0mm in Q3 2024 (+24% vs Q2 2024; +164% vs Q3 2023), 10,800 doses filled, 3,100 unique prescribers, 14 IDNs purchasing YTD; price increase of 5.5% end of September 2024 .
- Regulatory milestones: NYHA Class IV approval (Aug 2024); CKD sNDA accepted with PDUFA target March 6, 2025; positive PK/PD for Autoinjector with sNDA submission targeted by Jan 2025 .
- Financing: August 2024 concurrent equity, debt, and royalty financings totaling up to $175mm anticipated to fund operations through expected profitability .
- Statement of strategy and COGS outlook: Autoinjector anticipated to reduce cost of goods medium-to-long term .
Equity Ownership Snapshot (as of April 7, 2025)
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| John H. Tucker (CEO) | 1,427,338 (incl. 1,304,993 options exercisable within 60 days; 122,345 shares) | 2.76% |
| Shares Outstanding (reference) | 50,283,925 | N/A |
Compensation Structure Analysis
- Mix shift: Increased equity grants in 2024 versus 2023 (Share Awards $654k vs $409k; Options $693k vs $448k), raising at-risk pay exposure despite net losses .
- Use of performance conditions: Historical option awards included performance tranches linked to FDA approval timing and cumulative net sales; certain approval-timing tranches were cancelled when conditions weren’t met, while net sales tranches vested—demonstrating pay-for-performance features .
- Discretionary elements: Corporate performance bonuses paid at 90% (2024) and 99.75% (2023) based on multi-factor corporate goals despite reported net losses, reflecting focus on commercial/regulatory milestones over net income .
Risk Indicators & Red Flags
- Hedging/pledging restrictions exist; no disclosed pledging by Tucker, mitigating alignment risk .
- Bonuses paid amid net losses could raise pay-for-performance scrutiny, though corporate goals emphasize commercial and regulatory progress .
- No related-party transactions beyond compensation; indemnification agreements typical for Delaware companies .
Compensation Peer Group & Say-on-Pay
- Peer group composition and target percentile are not disclosed in the proxy; the committee uses an independent consultant (Pearl Meyer) for competitive analysis .
- Say-on-pay presented annually; specific approval percentages for 2024/2025 not disclosed in provided documents .
Board Service, Committees, Independence
| Attribute | Detail |
|---|---|
| Board seat | Class III Director; term expiring at 2026 annual meeting . |
| Chairman/CEO dual role | Separated; CEO is Tucker; Chairman is Khattar (non-executive) . |
| Independence | Tucker is not independent; all other directors are independent . |
| Committee roles | Tucker not on Audit/Comp/Nominating committees; membership limited to independent directors . |
| Attendance | ≥75% attendance in 2024 for all directors; all attended 2024 Annual Meeting . |
| Director pay | Tucker receives no director compensation; non-employee director retainers and option policies summarized above . |
Investment Implications
- Alignment: Significant vested/exercisable options (1.30mm within 60 days) and RSUs with multi-year vesting suggest continued retention incentives; hedging/pledging restrictions support alignment with shareholders .
- Execution vs. GAAP profitability: Bonus payouts tied to commercial/regulatory achievements (90% in 2024) despite deeper net losses indicate focus on growth levers (FUROSCIX adoption, label expansions, Autoinjector) rather than near-term earnings, which may sustain reinvestment and top-line growth but delay profitability .
- Event risk: Double-trigger CIC acceleration on time-based equity could concentrate value realization around strategic transactions; severance of 18 months base plus average target incentive in CIC increases deal-related costs but is typical in biotech .
- Insider selling pressure: Unexercisable-to-exercisable transition on recent grants (2023/2024 options and RSUs) creates scheduled vesting dates (e.g., Jan 1 annually), which can be monitored for Form 4 sales; no pledging disclosed, reducing forced-sale risk .