Timothy Dec
SUPERNUS PHARMACEUTICALSAbout Timothy Dec
Timothy C. Dec is Senior Vice President and Chief Financial Officer of Supernus Pharmaceuticals, Inc. (SUPN). He has 35+ years of finance experience, including CFO roles at multiple Nasdaq-listed companies, and holds a B.S. in accounting (Mount St. Mary’s University) and an MBA in finance (American University). He is 66 years old and has served as SUPN CFO since August 23, 2021 . Company performance context during his tenure: Gross Product Sales rose from $1,071 million (2023) to $1,101 million (2024), and Net Earnings improved from $1.3 million (2023) to $73.9 million (2024); SUPN cumulative TSR since 2019 was $152.45 in 2024 vs Peer Group $118.20 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OpGen, Inc. (Nasdaq) | Chief Financial Officer | Apr 2015 – Jul 2021 | Led finance for infectious disease diagnostics; public company reporting |
| Clubwidesports, LLC | SVP & CFO | Jan 2014 – Apr 2015 | Built finance function for SaaS sports management startup |
| Fortress International Group, Inc. (public) | SVP & CFO | Aug 2007 – Dec 2012 | Managed finance at mission-critical facilities company |
| Presidio Networked Solutions (private) | SVP & CFO | Jun 2006 – Aug 2007 | Oversaw corporate finance and controls |
| Broadwing/Corvis Corporation (public) | SVP, Chief Accounting Officer & Treasurer | Jun 1999 – Jun 2006 | Led accounting, treasury at telecom; SEC reporting |
| Public accounting; Adjunct Professor (Mount St. Mary’s University) | Various; Adjunct (MBA finance) | Adjunct Jan 2013 – Aug 2017 | External audit background; taught graduate finance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mount St. Mary’s University | Adjunct Professor (MBA Finance) | Jan 2013 – Aug 2017 | Developed finance curriculum and instruction |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $412,500 | $453,800 | $485,500 |
| Target Bonus (% of Base) | 45% | 45% | 45% |
| Bonus Weighting (Company / Individual) | 60% / 40% | 60% / 40% | 60% / 40% |
| Actual Bonus Paid ($) | $178,200 | $210,588 | $229,160 |
Notes:
- 2024 corporate objectives achievement level was 110%, driving above-target funding of the company performance component .
- Say-on-pay support: 97% (2023) and 95% (2024), signaling investor alignment with the compensation program .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate Objectives (2024 list incl. SPN-830 approval/launch, SPN-817/820 progress, revenue, adjusted EBITDA) | 60% | 45% of base [$218,475] | Corporate achievement 110% | Included in $229,160 bonus | Paid early 2025 |
| Individual Goals (role-specific performance) | 40% | Set annually | Assessed by CEO/Committee | Included in $229,160 bonus | Paid early 2025 |
Equity Awards
| Grant Date | Type | Shares/Units | Strike/Fair Value | Key Terms |
|---|---|---|---|---|
| 02/22/2024 | Stock Options | 50,000 | $27.94; Grant-date FV $864,507 | 4-year vest, 25% annually; 10-year term |
| 02/22/2024 | RSUs | 12,000 | Grant-date FV $335,280 | 4-year vest, 25% annually |
| 06/24/2024 | PSUs | 12,000 | Grant-date FV $322,920 | Vest on achievement of defined objectives |
| 02/23/2023 | Stock Options | 40,000 | $38.60; Grant-date FV $953,600 | 4-year vest; 10-year term |
| 02/23/2023 | RSUs | 10,000 | Grant-date FV $386,000 | 4-year vest, 25% annually |
| 06/12/2023 | PSUs | 10,000 | Grant-date FV $340,000 | Vest on performance goals |
PSU Performance Objectives (CFO, established 06/24/2024)
- Exceed non-GAAP operating earnings or net product sales guidance (2024–2025 combined)
- Optimize corporate structure to improve net effective corporate tax in 2025
- Lead cost improvement vs 2024 budget by specified percentage by 2025
- Establish database/software to monitor/manage certain activities by deadline
- Secure financing for a Corporate Development Transaction
Vesting provisions:
- Options/RSUs: 25% per year over 4 years
- PSUs: vest upon achievement of specified objectives within defined performance period (≤10 years)
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Apr 18, 2024 | 72,190 | <1% (*) | Includes 65,000 options exercisable within 60 days |
| Apr 22, 2025 | 127,681 | <1% (*) | Includes 115,000 options exercisable within 60 days |
| As of 12/31/2024 (Outstanding Equity) | Exercisable Options | Unexercisable Options | Unvested RSUs | Unearned PSUs |
|---|---|---|---|---|
| Grants/Positions | 63,750 @ $25.09 (exp 08/23/2031) | 21,250 @ $25.09 (exp 08/23/2031) | 12,000 (2023/2024 grants) | 6,000 (2023) + 12,000 (2024) |
| 12,500 @ $32.20 (exp 02/22/2032) | 12,500 @ $32.20 (exp 02/22/2032) | |||
| 10,000 @ $38.60 (exp 02/23/2033) | 30,000 @ $38.60 (exp 02/23/2033) | |||
| — | 50,000 @ $27.94 (exp 02/22/2034) |
Insider activity (realization):
- 2024: No option exercises; RSUs vested 3,000 shares ($86,620) .
- 2023: No option exercises; RSUs vested 7,500 shares ($239,605) .
Policies (alignment safeguards):
- Hedging and pledging of Company stock prohibited; margin accounts prohibited .
- Ownership guidelines apply to CEO/directors; no formal guideline disclosed for CFO .
Employment Terms
| Provision | Terms |
|---|---|
| Role & Start Date | SVP & CFO, effective Aug 23, 2021 |
| Standard Executive Retention Agreement | Without cause / good reason (pre–change in control): 12 months base salary + 12 months health benefits |
| Change-in-Control (termination within 12 months) | 12 months base salary + 12 months health benefits + lump-sum most recent annual bonus; full vesting of stock-based compensation (nonforfeitable; exercisable per original terms) |
| Clawback | Incentive Compensation Recoupment Policy compliant with SEC/Nasdaq rules; mandatory recovery on material restatements (lookback 3 years) |
| Insider Trading | Pre-clearance required; quarterly blackouts; 10b5-1 plans require CFO review/approval with cooling-off periods |
Potential payments reference (as of 12/31/2024):
- Illustrative totals for CFO: base continuation $485,500; bonus $210,558; benefits $18,445; total $714,503 under scenarios shown in proxy (structure described above governs actual payouts).
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Earnings ($ Millions) | 53.4 | 60.7 | 1.3 | 73.9 |
| Gross Product Sales ($ Millions) | 1,021 | 1,181 | 1,071 | 1,101 |
| Cumulative TSR (Company) – $100 base | 122.93 | 150.38 | 122.01 | 152.45 |
| Cumulative TSR (Peer Index) – $100 base | 126.45 | 113.65 | 118.87 | 118.20 |
Corporate performance linkage to pay:
- Compensation Actually Paid methodology shows equity value alignment with performance; program emphasizes Gross Product Sales and Operating Earnings as most important financial measures .
Compensation Structure Analysis
- Year-over-year cash vs equity: Base salary up 7% in 2024; consistent target bonus (45% of base); continued mix of options, RSUs, and PSUs, with PSUs reinforcing pay-for-performance .
- Shift toward performance equity: CFO PSUs granted in 2023 and increased program breadth in 2024 with specific operational/financial targets .
- Discretion/rigor: Corporate Objectives achieved at 110% for 2024; payout adjusted per policy; clawback strengthens governance .
- Peer benchmarking: Compensation set with Aon peer group methodology; SUPN at 51st percentile revenues, 39th market cap, 67th 1-year TSR vs peers in 2024, guiding competitive pay .
Say-on-Pay & Governance
- Say-on-Pay approvals: 97% (2023) and 95% (2024), indicating strong shareholder support .
- Committee independence: Compensation Committee members independent; use of independent consultant (Aon) .
- Anti-hedging/pledging and recoupment policies in place; ownership guidelines for CEO/directors .
Investment Implications
- Alignment: CFO compensation ties meaningfully to Corporate Objectives, Gross Product Sales, and Operating Earnings; PSUs focus on earnings/sales outperformance, tax optimization, cost discipline, and financing readiness—supporting value creation .
- Selling pressure: Minimal realized selling (no option exercises in 2023–2024; limited RSU vesting), reducing near-term insider overhang risk .
- Retention/change-of-control: One-year cash severance and full equity acceleration upon qualifying terminations post-change-of-control could incent continuity but also creates potential acceleration overhang in M&A scenarios .
- Governance strength: Prohibitions on hedging/pledging, robust clawback, and high Say-on-Pay support mitigate alignment concerns .
(*) Less than one percent.
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