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Jonathan Rubin

Senior Vice President, Chief Medical Officer, Research and Development at SUPERNUS PHARMACEUTICALSSUPERNUS PHARMACEUTICALS
Executive

About Jonathan Rubin

Jonathan Rubin, M.D., is Senior Vice President and Chief Medical Officer, Research and Development at Supernus Pharmaceuticals. Age: 63; joined Supernus in February 2020 and has served as CMO since January 2021 . He trained at Yale (BS), University of Connecticut (MD), Columbia (MBA), and completed residency/fellowship at Albert Einstein/Montefiore and Boston Children’s Hospital; industry roles include Shire, Alcobra, Chondrial Therapeutics, and Atentiv . Company performance context: 2024 gross product sales were $1,101 million and net earnings $73.9 million; five-year TSR value of $152.45 vs Nasdaq Biotech index $118.20, reflecting shareholder value creation in Rubin’s tenure window .

Past Roles

OrganizationRoleYearsStrategic Impact
Atentiv, Inc.Chief Medical Officer2018–2020Led clinical strategy/design of clinical trials
Chondrial Therapeutics, Inc.Clinical consultant2017–2018Developed clinical strategy/trials for frataxin replacement therapy
Alcobra, Inc.Chief Medical Officer2013–2017Oversaw clinical development, medical affairs, biometrics, pharmacovigilance; completed two Phase III ADHD studies; advanced orphan/fast track designations
Shire PharmaceuticalsMedical Director, Clinical Development & Medical Affairs; Director, Scientific Licensing Assessment2007–2013Supported ADHD portfolio; designed/executed/interpreted Phase II/IIIB/IV studies; sourced neuropsychiatric BD opportunities
Private practiceDevelopmental-behavioral pediatrician~16 years (pre-industry)Clinical leadership in pediatrics
Albert Einstein/Montefiore; Boston Children’sPediatric resident; ambulatory pediatrics fellowEarly careerMedical training foundations

Fixed Compensation

MetricFY 2022FY 2023FY 2024
Base Salary ($)412,000 440,000 466,400
Target Bonus (% of Salary)40% 40% 40%
Actual Bonus Paid ($)149,291 184,448 192,530

Performance Compensation

Annual Cash Incentive (FY 2024)

MetricWeightingTargetActualPayout BasisVesting
Corporate Objectives Achievement60% of bonus 100%110% achieved Company portion funded at 110% Cash, paid after year-end
Individual Performance Goals40% of bonus Not disclosedNot disclosedDetermined by Compensation Committee based on role execution Cash, paid after year-end

FY 2024 Equity Awards (granted February and June 2024)

Award TypeGrant DateQuantityGrant-Date Fair Value ($)Key Terms
Stock Options02-22-202425,000 432,254 Exercise price $27.94; vest 25% annually on each 2/22 in 2025, 2026, 2027, 2028; 10-year term (expires 02-22-2034)
RSUs02-22-20245,000 139,700 Time-based; vest 25% on each 2/22 in 2025–2028
PSUs06-24-20247,500 201,825 Performance-based; vest upon specific objectives within defined periods

PSU Performance Objectives (Rubin-specific, established June 24, 2024)

  • Generate a new compound hit from discovery platform by December 2025
  • First-in-human study for a new program with first patient first visit by a specified period
  • Finalize Integrated Development Plan for a specific program with IP strategy and differentiated product profile by end of 2024
  • Achieve positive Phase II data on SPN-820 within a specified window

Equity Ownership & Alignment

Beneficial Ownership (as of April 22, 2025)

HolderShares Beneficially Owned% of OutstandingNotes
Jonathan Rubin, M.D.84,634 ~0.151% (84,634 / 55,989,623) Includes 75,000 options exercisable within 60 days
  • Approximate common shares (excluding near-term exercisable options) ≈ 9,634 derived from 84,634 total less 75,000 options .
  • Insider trading policy prohibits hedging/monetization and pledging; margin accounts and pledges are banned for directors/officers/employees .
  • Ownership guidelines apply to Board and CEO (CEO: 3x salary; directors: $150,000); no share ownership requirements for other NEOs, including Rubin .

Outstanding Equity Awards at FY 2024 Year-End (vesting status and maturities)

InstrumentStatusQuantityExercise/ReferenceExpiration/Value
Stock OptionsExercisable15,000 @ $23.99 Exp. 02-21-2030
Stock OptionsExercisable/Unexercisable18,750 / 6,250 @ $29.61 Exp. 02-19-2031
Stock OptionsExercisable/Unexercisable12,500 / 12,500 @ $32.20 Exp. 02-22-2032
Stock OptionsExercisable/Unexercisable5,000 / 15,000 @ $38.60 Exp. 02-23-2033
Stock OptionsUnexercisable25,000 @ $27.94 Exp. 02-22-2034
RSUs (unvested)Time-based1,500; 3,750; 5,000 Market values $54,240; $135,600; $180,800 (12/31/2024 close)
PSUs (unearned)Performance-based750; 6,750; 5,625 Market values $27,120; $244,080; $203,400 (12/31/2024 close)

2024 Equity Vested/Realized

  • RSUs vested: 4,625 shares; value realized $150,704 (Rubin) .
  • Options exercised: none reported for Rubin in 2024 .

Employment Terms

ScenarioCash SeveranceBonus TreatmentBenefitsEquity Treatment
Termination without Cause or Resignation for Good Reason (no change-of-control)12 months base salary ($466,400) None (no lump-sum bonus) 12 months COBRA est. $19,347 Standard (no acceleration)
Termination on/within 12 months after Change of Control (without Cause or for Good Reason)12 months base salary ($466,400) Lump-sum = most recent annual bonus ($184,448) 12 months COBRA est. $19,347 Full acceleration: stock-based comp becomes fully vested/nonforfeitable; remains exercisable/payable per original terms (other than vesting)
  • Agreement type: Executive Retention Agreement (double-trigger acceleration post-change-of-control upon qualifying termination) .
  • Clawback policy: SEC/Dodd-Frank-compliant; mandatory recovery for restatements, discretionary for fraud/misconduct causing incorrect performance determinations .

Investment Implications

  • Pay-for-performance alignment: Rubin’s incentive mix combines company-wide Corporate Objectives (company funding at 110% for FY 2024) with individual goals and PSU metrics tied to pipeline milestones (SPN‑820 and discovery platform), promoting value creation through R&D execution .
  • Retention risk: Equity-heavy package with multi-year vesting (options/RSUs vest 2025–2028; PSUs contingent on milestones) plus 12-month severance, and double-trigger CoC acceleration could reduce voluntary departure risk but may increase cost of leadership transitions in M&A scenarios .
  • Insider selling pressure: No option exercises in 2024; modest RSU vesting ($150,704) limits near-term selling pressure; pledging/hedging prohibited, reducing misalignment risk .
  • Ownership alignment: Beneficial ownership ~0.151% (incl. near-term exercisable options), with time/performance-based equity outstanding; no NEO ownership guideline applies, though Board/CEO have explicit thresholds .
  • Governance signals: Strong say-on-pay support (>95% in 2024) and use of independent comp consultant/peer group indicate disciplined compensation oversight; PSU objectives tied to FDA approvals and clinical milestones provide measurable triggers investors can track (e.g., SPN‑830 approval, SPN‑820 Phase II data) .