Luke Albrecht
Syndax PharmaceuticalsAbout Luke Albrecht
Luke J. Albrecht (age 46) is General Counsel and Secretary of Syndax Pharmaceuticals. He has served as General Counsel since August 2016 and Secretary since September 2016. Albrecht holds a B.A. from the University of New Hampshire and a J.D. from Suffolk University Law School. His compensation is tied to company performance metrics, with 100% of his annual incentive determined by corporate goals; the 2024 corporate goals achieved 105% leading to above-target bonus payout, and long-term incentives include PRSUs tied to Revuforj revenue during the first 12 months of commercial sales, RSUs, and stock options that vest over time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Heart Diagnostics Corporation | Vice President, General Counsel & Secretary; Chief Compliance Officer | Mar 2013–May 2016 | Led legal, compliance in a diagnostics company |
| Advanced BioHealing, Inc. / Shire Regenerative Medicine | In-house counsel; senior legal roles post-acquisition | Aug 2009–Dec 2012 | Supported legal operations through acquisition integration |
| McDermott Will & Emery LLP | Corporate & transactional attorney | Aug 2004–Jul 2007 | Large firm legal training in corporate transactions |
| Cooley LLP | Corporate & transactional attorney | Jul 2007–Aug 2009 | Tech/biotech-focused corporate legal practice |
External Roles
- Not disclosed for Albrecht in the proxy (no public company directorships or external board roles identified) .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | $442,099 | $471,000 | $496,900 |
| Target Bonus (%) | 40% | 45% | 45% |
| Actual Bonus Paid ($) | $181,261 | $222,548 | Not disclosed |
Performance Compensation
Annual Incentive Design and 2024 Outcomes
| Metric | Weighting | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance (menin program R&D/commercial) | 60% | Rigorous milestone set | Overachieved; drove 105% corporate result | Included in 105% overall corporate result | Annual cash bonus paid after year-end assessment |
| Corporate performance (axatilimab R&D/commercial) | 20% | Rigorous milestone set | Achievements incl. FDA approval and IPF trial progress | Included in 105% overall corporate result | Annual cash bonus paid after year-end assessment |
| Corporate performance (organizational development) | 20% | Rigorous milestone set | BD transaction + $350M royalty financing completion | Included in 105% overall corporate result | Annual cash bonus paid after year-end assessment |
| Individual performance (Albrecht) | 0% (allocation) | N/A | N/A | N/A | N/A |
Total 2024 annual incentive payout for Albrecht: $222,548 (based on 105% corporate performance) .
Long-Term Equity Incentives
| Award Type | Grant Date | Shares/Units | Strike/Grant FV | Performance Metric | Vesting |
|---|---|---|---|---|---|
| PRSUs | 2/7/2024 | 9,000 | $200,520 grant-date fair value | Revuforj revenue in first 12 months of commercial sales | One-third on achievement; one-third on first and second anniversaries of achievement; payout 90–100% according to revenue attainment |
| RSUs | 2/7/2024 | 30,000 | $668,400 grant-date fair value | None (time-based) | Equal one-third annually over 3 years from grant date |
| Stock Options | 2/7/2024 | 60,000 | $22.28 exercise price; $897,280 grant-date fair value | None (time-based) | Equal monthly over 4 years; 10-year term |
| Stock Options | 2/2/2023 | 100,000 | $28.55 exercise price; $1,957,815 grant-date fair value | None (time-based) | Equal monthly over 4 years; 10-year term |
- Clawback policy: Adopted Oct 2023 to recoup incentive compensation on accounting restatement due to material noncompliance; applies to current/former executive officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 607,172 shares; consists of 84,298 common shares + 522,874 options exercisable within 60 days of March 7, 2025; <1% ownership |
| Options outstanding detail (12/31/2024) | Multiple grants outstanding; e.g., 2/7/2024 options: 13,750 exercisable/46,250 unexercisable; 2/2/2023: 47,917 exercisable/52,083 unexercisable; 2/2/2022: 58,333 exercisable/21,667 unexercisable; 2/3/2021: 78,333 exercisable/1,667 unexercisable; plus earlier grants |
| RSUs/PRSUs unvested | RSUs: 30,000 (vesting over 3 years); PRSUs: 9,000 tied to revenue achievement with staged vesting after goal attainment |
| Pledging/Hedging | Prohibited for officers/directors (no hedging, short sales, pledging, margin) |
| Ownership guidelines | Not disclosed for executives |
Insider selling pressure: Monthly option vesting and annual RSU tranches create potential periodic liquidity events; PRSU vesting contingent on revenue goal achievement timeline .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At-will; eligible for annual bonus objectives set by Board/Comp Committee |
| Base salary & target bonus (2025) | Base: $496,900; Target bonus: 45% of base |
| Severance (no change-in-control) | Lump sum 9 months base salary; 9 months health benefits; accelerated vest of options that would vest in next 12 months; options exercisable up to 12 months post-termination |
| Change-in-control (double-trigger) | If involuntary termination without cause or resignation for good reason within 3 months prior to or 12 months after a change-in-control: lump sum 18 months base salary; 18 months target bonus; 18 months health benefits; accelerated vesting of all equity; options exercisable up to 12 months |
| Non-compete/non-solicit | Continued adherence to Assignment of Developments, Non-Disclosure, and Non-Solicitation agreement; specific non-compete duration/scope not disclosed |
| Perquisites | Company states no executive perquisites (general policy) |
| Clawbacks | Incentive compensation recoupment policy per Rule 10D-1/Nasdaq 5608 |
| Anti-hedging/pledging | Prohibited per insider trading policy |
Compensation Committee Analysis and Shareholder Feedback
| Topic | Detail |
|---|---|
| Comp Committee | Members: Keith A. Katkin (Chair), Pierre Legault, Dennis G. Podlesak; independent; functions include overseeing executive pay, incentives, clawbacks, succession |
| Consultant | Aon engaged for peer group, market analysis, recommendations |
| Equity delegation | Subcommittee for non-executive employee grants; expanded pool in 2024 |
| Say-on-Pay results | 2024: ~75% approval; company engaged with stockholders representing ~65% of shares; introduced PRSUs to strengthen performance linkage . 2023: ~98.6% approval; maintained pay-for-performance approach |
| Pay program overview | Emphasis on variable, at-risk pay; balance of short/long-term incentives; no excise tax gross-ups, no hedging/pledging; double-trigger CIC vesting |
Investment Implications
- Pay-for-performance alignment: Albrecht’s annual incentive is 100% tied to corporate performance with rigorous milestone structure; 2024 payout at 105% signals strong linkage to operational outcomes (launch approvals, BD financing) . Introduction of PRSUs tied to commercial revenue enhances long-term alignment and reduces windfall risk .
- Retention risk manageable: Double-trigger CIC protection and defined severance (18 months salary and target bonus under CIC termination) support retention amid strategic transitions; monthly option vesting and RSU tranches create predictable liquidity events but hedging/pledging prohibitions mitigate misalignment and short-termism .
- Skin-in-the-game: Beneficial ownership includes 84,298 common shares and substantial in-the-money/exercisable options (522,874 within 60 days), indicating meaningful exposure to equity performance while maintaining policy safeguards against hedging/pledging .
- Governance signals: The move to PRSUs and continued use of independent consultant (Aon) reflect responsiveness to shareholder feedback and evolving best practices; moderate 2024 say-on-pay support (~75%) warrants ongoing engagement on plan rigor and disclosure .
Overall, compensation design emphasizes operational execution and commercial success, with severance/CIC terms that are market-standard and governance policies (clawbacks, anti-hedging/pledging) that reduce red flags and align management with shareholders.
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