Rachael Nokes
About Rachael Nokes
Chief Financial Officer (age 50) of scPharmaceuticals since December 2022; joined the company in September 2014 after roles at BG Medicine, Corning Lasertron/Oak Industries, and PriceWaterhouse LLP. Education: B.S. in Accounting (Boston College) and M.S. in Finance (Bentley University) . During her tenure as CFO, product revenue grew from $13.6M in 2023 to $36.3M in 2024, while net loss widened to $85.1M in 2024; the company’s TSR (indexed to $100 at start of period) was $125 in 2023 and $71 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| scPharmaceuticals | Chief Financial Officer | Dec 2022–present | Led finance through FUROSCIX commercialization and indication expansions; scaled SG&A and financing activities . |
| scPharmaceuticals | SVP Finance | May 2018–Dec 2022 | Built finance ops ahead of FDA approval and commercial launch . |
| scPharmaceuticals | VP Finance | Sep 2014–May 2018 | Established FP&A and accounting processes post-IPO ramp . |
| BG Medicine | Director of Accounting | 2009–2014 | Public-company accounting leadership . |
| BG Medicine | Accounting/Finance roles | 2001–2009 | Progressively senior finance roles in medtech . |
| Corning Lasertron / Oak Industries | Accounting/Finance | 1998–2001 | Corporate accounting through Oak’s acquisition by Corning . |
| PriceWaterhouse LLP | Auditor | Pre-1998 | Audit foundation at Big Four predecessor . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 400,000 | 439,950 |
| Target bonus (% of base) | 40% (on CFO appointment) | 45% |
| Actual bonus ($) | 160,000 | 178,200 |
| All other compensation ($) | 13,804 | 14,004 |
| Total compensation ($) | 724,196 | 1,128,218 |
| 2025 base salary (effective 1/1/25) | — | 480,000 |
Notes:
- 2024 bonuses were paid under the 2024 Senior Executive Cash Incentive Bonus Plan based on corporate goals; committee assessed corporate goal achievement at 90% .
Performance Compensation
Annual cash incentive (2024)
| Metric category | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Commercial achievements | n/a | Board-approved objectives | Company goals achieved at 90% | Bonus paid: $178,200 |
| Regulatory achievements | n/a | “ ” | “ ” | Included in payout |
| Lifecycle management | n/a | “ ” | “ ” | Included in payout |
| Fiscal management | n/a | “ ” | “ ” | Included in payout |
| Operational execution | n/a | “ ” | “ ” | Included in payout |
Notes:
- Target bonus opportunity: 45% of base salary for 2024 .
- Committee has discretion to adjust awards; CEO provides input but not on his own pay .
Equity awards and vesting
Recent option grants (CFO):
| Grant date | Options (#) | Exercisable | Unexercisable | Strike ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|---|
| 1/19/2023 | 17,550 | 8,409 | 9,141 | 6.14 | 1/19/2033 | 25% on 1/1/2024; remainder monthly over 36 months . |
| 1/18/2024 | 62,755 | — | 62,755 | 5.76 | 1/18/2034 | 25% on 1/1/2025; remainder monthly over 36 months . |
| Legacy grants (2015–2022) | — | See table | See table | 3.81–12.23 | 2025–2032 | 25% after 1 year; monthly thereafter (some 2020 performance tranches cancelled) . |
Unvested RSUs (CFO):
| Grant identifier | Unvested units (#) | Market value ($) | Vesting cadence |
|---|---|---|---|
| RSU grant A | 8,775 | 31,064 | 25% vested 1/1/2024; remaining annually each Jan 1 through 1/1/2027 . |
| RSU grant B | 41,840 | 148,114 | 25% vested 1/1/2025; remaining annually each Jan 1 through 1/1/2027 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 291,580 shares; <1% of 50,283,925 shares outstanding (as of 4/7/2025) . |
| Options – exercisable | 231,565 (sum across grants; see Outstanding Equity Awards table) . |
| Options – unexercisable | 130,611 (sum across grants; see table) . |
| Unvested RSUs | 8,775 and 41,840 (vesting annually through 1/1/2027) . |
| Hedging/pledging policy | Short sales and derivatives prohibited; pledging or margining company stock requires prior approval . |
| Ownership guidelines | Not disclosed for executives in the proxy; no guideline compliance data provided . |
Insider selling pressure lens:
- Vesting cadence: monthly option vesting across 2023–2024 grants and annual RSU cliffs on Jan 1 through 2027 can create periodic supply; trades subject to insider trading policy/blackouts .
Employment Terms
| Term | Economics / terms |
|---|---|
| Employment status | At-will; employment agreement dated Dec 12, 2019 (superseding 2014 offer) . |
| Current base/bonus design | Base increased to $480,000 effective 1/1/2025; 2024 target bonus 45% of base; upon CFO appointment base set at $400,000 and target bonus at 40% . |
| Severance (no CIC) | 9 months base salary; up to 12 months COBRA premium reimbursement (company portion) . |
| Change in control (CIC) | 12 months base salary plus average target incentive compensation for the prior 3 fiscal years; up to 12 months COBRA reimbursement . |
| Equity acceleration | Double-trigger: if terminated without cause or resigns for good reason within 12 months post‑CIC, all time‑based equity awards accelerate and vest immediately . |
| Restrictive covenants | Confidentiality and IP assignment; non-compete and non-solicit during employment and for 12 months post-termination (per 2014 NDA, still effective) . |
| Clawback | Company administers compensation recovery policy per SEC/Nasdaq rules via compensation committee . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Product revenues, net ($000s) | — | 13,593 | 36,332 |
| Net income/(loss) ($000s) | (36,838) | (54,810) | (85,148) |
| TSR (Value of $100 investment, year-end) | 143 | 125 | 71 |
Highlights under her finance leadership:
- Indication expansions: FUROSCIX expanded to NYHA Class IV in August 2024 and CKD in March 2025 .
- Financing/operations: 2024 SG&A growth tied to commercial scale-up and financing transactions (credit agreement and revenue participation financing) .
Execution risks:
- Persistent operating losses and increased SG&A to support commercialization; reliance on successful FUROSCIX uptake and pipeline execution .
Say‑on‑Pay & Shareholder Feedback
| Meeting year | For | Against | Abstain | Broker non‑votes |
|---|---|---|---|---|
| 2025 | 27,995,161 | 238,938 | 10,572 | 6,911,852 |
| 2024 | 18,854,452 | 406,754 | 175,279 | 6,434,859 |
High approval in both years indicates investor support for NEO pay programs.
Compensation Committee & Consultant
- Committee members (independent): Chair Jack A. Khattar; members Mette Kirstine Agger and Leonard D. Schaeffer; 3 meetings in 2024 .
- Independent consultant: Pearl Meyer; competitive analyses for executive pay and equity frameworks; no conflicts; no other services in 2024 .
Related-Party Transactions and Red Flags
- No related-party transactions >$120,000 since Jan 1, 2023, other than arrangements described in Executive Compensation; indemnification in place; related‑party policy administered by audit committee .
- Anti‑hedging/pledging policy in place; no disclosed pledging by Ms. Nokes .
Investment Implications
- Pay-for-performance alignment: Cash bonus tied to corporate goals (90% achievement in 2024) and equity mix with multi‑year vesting supports retention; double‑trigger CIC equity acceleration is market‑typical and not overly shareholder‑unfriendly .
- Retention risk: Strong vesting runway (monthly options and annual RSU cliffs through 2027) and severance/CIC protections reduce near‑term turnover risk; however, rising operating losses underscore pressure to translate revenue growth into profitability .
- Trading/flow signals: Annual Jan 1 RSU cliffs and steady monthly option vesting may create episodic supply, moderated by insider trading controls and blackout windows; monitor Form 4 activity around vest events .
- Governance sentiment: Robust say‑on‑pay support in 2024–2025 suggests low governance overhang from compensation design .