Rhonda Hellums
About Rhonda Hellums
Rhonda Hellums, age 53, serves as Chief Financial Officer (CFO) of Silence Therapeutics (SLN) since February 2022; she joined the company in April 2021 as Vice President, Finance and was promoted to Executive Vice President in July 2024. She holds a BBA in Accounting and Information Systems and an MBA from the University of Texas at San Antonio and also serves as Company Secretary. Company pay-versus-performance disclosure shows SLN’s TSR value of a $100 investment at $28.80 in 2024 (vs $72.71 in 2023) and net income of ($45.31) million in 2024, contextualizing performance conditions during her tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deer Oaks Mental Health Associates | Chief Financial Officer | 2019–2021 | Led finance for healthcare services business; broadened operating finance experience |
| Aratana Therapeutics | VP Finance, then Chief Financial Officer | 2014–2019 | Biopharma finance leadership; investor relations and strategic planning |
External Roles
No public company directorships or external board roles disclosed for Ms. Hellums.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $403,958 | $430,500 | $466,013 |
| All Other Compensation ($) | $20,164 | $21,732 | $22,632 (includes $20,700 401(k) contribution) |
- Start-of-FY 2024 base salary was $452,025; increased to $480,000 effective July 1, 2024 upon promotion to EVP (5% annual increase; 6.2% mid-year adjustment).
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive (Annual Bonus) ($) | $69,165 | $409,500 | $188,485 |
| Option Awards – Grant Date Fair Value ($) | $1,890,202 | $2,223,112 | $985,688 |
2024 Incentive Design Details
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus – Corporate Scorecard (pipeline development, partnering, revenue generation, IP strengthening, cash control) | Not disclosed | $198,405 target | $188,485 paid (cash) | N/A (cash) |
| Stock Options (Grant 1/4/2024; 79,506 options @ $17.71; ASC 718 FV $985,688) | N/A (options inherently tied to share price) | N/A | Realizable value depends on share price > $17.71 | 25% at first anniversary; remaining 75% in 36 equal monthly installments thereafter |
- Target bonus percentages: 40% of base salary initially; increased to 45% for Ms. Hellums effective H2 2024 with EVP promotion; annual stretch maximum up to 100% of base (Committee discretion).
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/31/2025) | Shares | % Outstanding |
|---|---|---|
| Rhonda Hellums | 907,671 | <1% (“*” per filing) |
- None of the named executive officers exercised options or had stock awards vest during 2024 (reduces immediate selling pressure from vesting).
- As of 12/31/2024, all options held by Ms. Hellums had exercise prices above the $6.88 year-end ADS price; therefore, acceleration under CIC had no in-the-money value for her grants (underwater options).
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 4/29/2021 | 4/29/2021 | 22,917 | 2,083 | 24.41 | 4/29/2031 |
| 1/6/2022 | 1/6/2022 | 13,611 | 5,055 | 23.60 | 1/6/2032 |
| 2/21/2022 | 2/21/2022 | 35,417 | 14,583 | 18.99 | 2/21/2032 |
| 9/16/2022 | 9/16/2022 | 56,250 | 68,750 | 11.59 | 9/16/2032 |
| 1/5/2023 | 1/5/2023 | 95,833 | 104,167 | 15.38 | 1/5/2033 |
| 9/14/2023 | 9/14/2023 | 8,282 | 18,220 | 9.98 | 9/14/2033 |
| 1/4/2024 | 1/4/2024 | — | 79,506 | 17.71 | 1/4/2034 |
- Vesting mechanics: 2021/2024 grants – 25% cliff at 12 months then 36 monthly installments; 2022 grants – 48 monthly installments; 9/16/2022 grants – 60 monthly installments.
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; CFO since Feb 2022; EVP promotion July 1, 2024 |
| Notice period | 45 days by executive (other than for good reason) |
| Covenants | 12-month non-inducement and non-solicitation; IP rights provisions |
| Severance (no CIC) | 6 months base salary continuation; COBRA premium payments; pro-rata bonus and unpaid bonus for completed period; “good leaver” treatment on post-termination exercise of vested equity |
| Severance (with CIC within 12 months, double trigger) | 12 months base salary paid in one lump sum on 60th day post-termination; COBRA; same benefits as non-CIC; vesting per plan rules upon control and termination as described |
| Potential Payments (as of 12/31/2024) | Termination without Cause/Good Reason: Cash $355,250; COBRA $19,500; Total $374,750 |
| Potential Payments (CIC + Termination) | Cash $710,500; COBRA $39,000; Total $749,500 |
| CIC equity treatment | If “control” obtained, unvested awards vest per plan rules; any awards not vested upon control will fully vest if employment is terminated following control (other than for cause) or by executive for good reason |
| Clawback policy | Adopted Nov 8, 2023; compliant with Exchange Act 10D, Rule 10D-1 and Nasdaq 5608 |
Compensation Structure Analysis
- Mix and risk: Program emphasizes at-risk pay via annual bonus and option-heavy equity; no RSUs/PSUs disclosed; options vest over multi-year periods and only deliver value if share price appreciates (alignment, but reduces near-term realizable value when underwater).
- Targeting/peer group: Committee targets median total cash and 50th–75th percentile equity; for 2025, target bonuses are set to the 75th percentile of peers, indicating an upward shift in variable cash opportunity.
- Annual bonus governance: Corporate scorecard focused on pipeline milestones, partnering, revenue generation, IP, and cash control; max payout typically 100% of base salary, with discretion for exceptional outcomes.
Investment Implications
- Alignment and selling pressure: Beneficial ownership is <1% and all options were underwater at year-end 2024, limiting near-term option exercise-driven selling; no option exercises or stock vesting occurred in 2024. This moderates insider selling pressure but also means equity awards are less retentive unless share price recovers.
- Retention and change-in-control economics: Severance of 6 months (12 months upon CIC, paid in a lump sum) and COBRA benefits, plus “good leaver” equity treatment and potential full vesting upon control-related termination, provide balanced retention incentives without excessive parachutes.
- Pay-for-performance: 2024 bonus paid below target and option awards depend on share appreciation amid company TSR of $28.80 on a $100 base and negative net income, reinforcing performance dependency.
- Governance: Robust clawback policy aligned with SEC/Nasdaq rules and independent committee oversight with external consultants (AON) support prudent compensation practices.