Yvonne Tran
About Yvonne Tran
Yvonne Tran, age 54, serves as Executive Vice President and Chief Legal Officer (since April 2017) and Chief People Officer (since May 2023); she previously was General Counsel (2010–2017). She holds a B.A. in Molecular Biophysics & Biochemistry from Yale and a J.D. from the University of Virginia School of Law . During her tenure, SDGR reported 2024 total revenue of $207.5M and 13% software revenue growth vs. 2023 ; say‑on‑pay support was ~98% in 2024, reflecting strong shareholder alignment . Company TSR for 2024 (fixed $100 investment) was 60.43, contextualizing pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schrödinger, Inc. | General Counsel | 2010–2017 | Led all legal affairs pre/post-IPO and supported corporate governance and disclosure |
| Oracle America, Inc. | Senior Corporate Counsel | 2008–2010 | Enterprise software legal support, commercial contracting and compliance |
| DoubleClick, Inc. | Deputy General Counsel | 2000–2006 | Advertising technology legal leadership, corporate and commercial matters |
| DoubleClick, Inc. | Outside Legal Consultant | 2006–2008 | Advisory legal services during industry transition/acquisition period |
External Roles
No public company board roles or external directorships disclosed for Ms. Tran .
Fixed Compensation
Multi-year cash compensation and bonus outcomes (oldest → newest):
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | $475,000 | $494,000 |
| Target Bonus (% of Salary) | 40% | — (not disclosed) |
| Actual Bonus Paid ($) | $182,400 (96% of target) | — (not disclosed) |
Notes:
- 2022 bonus was determined under the Senior Executive Incentive Compensation Plan at 96% of corporate performance target .
- 2023 target bonus % for Ms. Tran was not disclosed in the 2023 proxy table (the column shown is 2022 target) .
Performance Compensation
2022 annual cash incentive was tied to predefined corporate goals; achievement was 96% of target. Key goal components:
| Metric | Weight | Achievement (%) | Weighted Contribution |
|---|---|---|---|
| Software sales bookings | 10% | 93.2% | 9.3% |
| Drug discovery revenue ($45M target) | 10% | 100% | 10.0% |
| Operate within annual plan budget | 10% | 110% | 11.0% |
| Increase target prosecutability | 10% | 100% | 10.0% |
| Improve platform effectiveness/efficiency | 10% | 100% | 10.0% |
| Expand platform to adjacent areas | 10% | 100% | 10.0% |
| Initiate Phase 1 (MALT1) | 7.5% | 100% | 7.5% |
| CDC7 GLP tox + pre‑IND request | 7.5% | 100% | 7.5% |
| Validated hit series (wholly‑owned) | 7.5% | 100% | 7.5% |
| New materials collaborations | 7.5% | 70% | 5.3% |
| Corporate affairs/IR/ESG execution | 5% | 100% | 5.0% |
| Hire key strategic personnel | 5% | 50% | 2.5% |
| Total Achievement | 100% | — | 96% |
Program structure:
- Senior Executive Incentive Compensation Plan uses quantitative and qualitative goals; payout requires employment at payment date and may be prorated in limited circumstances .
Equity awards and vesting (oldest → newest):
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | Feb 9, 2022 | 60,000 | $27.76 | 25% at first anniversary; remaining monthly to Feb 9, 2026 |
| Stock Options | Feb 9, 2023 | 45,525 | $23.29 | 25% at first anniversary; remaining monthly to Feb 9, 2027 |
| RSUs | Feb 9, 2023 | 7,590 | — | Equal annual installments over 4 years (service-based) |
Program evolution (company-wide):
- In 2023, PRSUs were introduced for CEO/CFO/President R&D; RSUs added for other executives .
- In 2024 and 2025, PRSUs were broadened to the full executive team, with performance metrics across software, therapeutics, and operating performance (threshold 50%, target 100%, max 150%) .
Equity Ownership & Alignment
- Hedging/derivative transactions are prohibited under the insider trading policy .
- Pledging/margin accounts are generally prohibited; exceptions require approvals. As of the 2025 proxy, other than 331,778 shares pledged by director Dr. Friesner, no director, named executive officer, or employees have pledged SDGR shares .
- Stock ownership guidelines are maintained for senior executives and directors (compliance levels not individually disclosed) .
- Option awards are granted at fair market value on grant date; value realized only if stock price appreciates; RSUs/PRSUs vest over multiple years, enhancing retention alignment .
Employment Terms
Executive Severance and Change in Control Benefits Plan (amended Aug 2022):
- Termination without cause (outside CIC window): salary continuation for 9 months (non‑CEO NEOs); COBRA contributions up to 12 months; unpaid prior‑period bonus at board discretion .
- Double‑trigger in connection with change in control (termination without cause or for good reason within 12 months post‑CIC): lump sum 100% of base salary and 100% of target bonus (non‑CEO NEOs); COBRA contributions up to 12 months; unpaid prior‑period bonus; full vesting of unvested time‑based equity awards .
- 280G cut‑down or full gross approach applied to maximize after‑tax value for executive (best‑net) .
- Benefits contingent on release of claims and ongoing compliance with confidentiality/non‑competition/non‑solicit obligations .
Clawback policy:
- Effective Oct 2, 2023; covers erroneously awarded incentive-based compensation upon accounting restatements, with recovery scope including stock-price/TSR-linked compensation (reasonable estimate method). Intentional misconduct/fraud may expand recovery up to 100% of non‑salary compensation since the recovery period start .
Investment Implications
- Compensation structure increasingly performance‑based: expansion of PRSUs to all executive officers (2024–2025) strengthens pay-for-performance alignment and may temper dilution vs. time‑based equity alone .
- Retention risk appears moderated by multi‑year vesting: options (to 2026/2027) and RSUs (4‑year schedules) stagger realizable value; double‑trigger CIC protection plus time‑based equity acceleration reduces departure risk post‑deal, but could increase turnover post‑CIC depending on role alignment .
- Insider selling pressure: schedules imply ongoing monthly vesting through 2026/2027; while hedging/pledging is restricted, periodic liquidity from vesting could present supply events; no pledges disclosed (mitigates collateral sale risk) .
- Governance and shareholder signals: 2024 say‑on‑pay ~98% support and continued investor outreach (with Ms. Tran participating) indicate high external confidence in compensation design and execution, lowering near‑term governance overhang .