Bobak Azamian
About Bobak Azamian
Bobak Azamian, M.D., Ph.D., is Co‑Founder, President, CEO, and Chairman of Tarsus Pharmaceuticals; he has served as CEO since September 2018, director since December 2016, and Chairman since December 2022. He is 47 years old, with a B.A. in Biophysics (Rice), a D.Phil. in Chemistry (Oxford), and an M.D. (Harvard) . Under his leadership, Tarsus launched XDEMVY in 2023 and scaled net product sales to $180.1M in 2024 versus $14.7M in 2023, a key driver of incentive funding and payouts . Tarsus’ pay‑versus‑performance table shows cumulative total shareholder return (TSR) of 246.09 (indexed to $100 at 12/31/2021) for 2024 alongside $180M net product sales and a 2024 net loss of $116M, providing context for pay outcomes and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metavention, Inc. | Co‑Founder; CEO, President, CMO | 2012–2018 | Led early‑stage diabetes/metabolic disease company; multi‑functional founder‑operator experience |
| Vibrato Medical, Inc. | Co‑Founder; Board Member; CEO (Sept 2016–Jan 2021); Co‑Chairman (prior) | 2016–present (director); 2016–2021 (CEO) | Wearable treatments for peripheral arterial disease; founder/operator governance roles |
| Versant Ventures | Entrepreneur in Residence | 2011–2013 | Company formation/investing in early‑stage healthcare |
| Third Rock Ventures | Consultant & Senior Associate | 2007–2011 | Early‑stage healthcare venture creation and diligence |
| Amgen Inc. | Consultant | Prior to 2007 | Biopharma operating exposure |
| Brigham & Women’s Hospital | Internal Medicine Residency; Attending Hospitalist | 2006–2011 | Clinical training/practice background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Osanni Bio, Inc. | Board Member | Since Dec 2022 | Early‑stage biotech directorship |
| Vibrato Medical, Inc. | Co‑Founder; Board Member | Since 2016 | Prior CEO and Co‑Chairman |
Fixed Compensation
Multi‑year CEO compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 590,000 | 619,500 | 673,400 |
| Stock Awards ($) | 876,822 | 1,029,364 | 3,370,153 |
| Option Awards ($) | 2,077,378 | 1,017,968 | 3,267,692 |
| Non‑Equity Incentive Plan ($) | 324,500 | 450,300 | 532,800 |
| All Other Comp ($) | 47,580 | 13,200 | 52,147 |
| Total ($) | 3,916,280 | 3,130,332 | 7,896,192 |
Additional rate and bonus context:
- 2024 base salary rate increased to $683,000 effective March 1, 2024 .
- Target annual bonus: 60% of base salary; 2024 corporate score 130% yielded a $532,800 payout for Azamian .
Performance Compensation
Annual cash incentive (2024 corporate scorecard and payout mechanics):
| Metric | Weight | Achievement | Score Contribution |
|---|---|---|---|
| XDEMVY net revenue + patient reach | 30% | 140% | 42.0% |
| Coverage (Commercial + Part D) to 80% lives | 20% | 114% | 22.8% |
| ECP engagement ≥10k; ATU awareness increase | 7.5% | 120% | 9.0% |
| Disseminate clinical/Phase 4 data | 7.5% | 88% | 6.6% |
| Cash resources | 10% | 100% | 10.5% |
| Ex‑US TP‑03 strategy | 5% | 100% | 5.0% |
| Management/culture/compliance | 10% | 100% | 10.0% |
| Pipeline development strategy | 10% | 100% | 10.0% |
| Stretch (3 items: rosacea P2b, one program completion, BD efforts) | 20% (5%/5%/5% + 10% capital raise) | 0%/0%/100% + 100% raise | 0%/0%/5.0% + 10.0% |
| Total Score | 100% | — | 130% |
CEO payout:
- Target bonus $409,800; Performance modifier 130%; Amount awarded $532,800 .
Long‑term equity (March 2024 annual refresh; 50% options/50% RSUs; 4‑yr vest):
| Grant Date | Instrument | Target Value ($) | Shares/Options (#) | Vesting |
|---|---|---|---|---|
| 3/7/2024 | RSUs | 2,703,333 | 92,485 | 25% on each of 3/15/2025–2028 |
| 3/7/2024 | Options | 2,703,333 | 136,947 | 25% on 3/7/2025; monthly over next 36 months |
| Total | — | 5,406,665 | — | — |
Program design notes:
- CEO pay mix emphasizes variable/equity pay; LTI split 50% options / 50% RSUs with 4‑year vesting .
- 2024 LTI sizing intended around the 70th percentile vs peer group .
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Category | Shares/Units |
|---|---|
| Total beneficial ownership | 2,089,572 shares (4.84% of outstanding) |
| Directly held | 53,635 shares |
| Trust (Bobak Azamian Living Trust) | 824,106 shares |
| Options exercisable within 60 days | 1,211,831 shares |
Outstanding equity (CEO) at 12/31/2024 (select grants):
-
Options exercisable/unexercisable and terms (examples):
- 114,894 @ $0.45 exp. 10/26/2028 (exercisable) .
- 552,549 @ $2.01 exp. 4/2/2030 (exercisable) .
- 123,183 @ $10.99 exp. 9/24/2030 (exercisable) .
- 200,727 exercisable / 4,271 unexercisable @ $47.25 exp. 1/6/2031 .
- 105,920 exercisable / 48,147 unexercisable @ $19.59 exp. 3/8/2032 .
- 43,855 exercisable / 56,387 unexercisable @ $15.00 exp. 3/7/2033 .
- 136,947 unexercisable (granted 3/7/2024) @ $35.50; vests 25% 3/7/2025 then monthly .
-
Unvested RSUs as of 12/31/2024:
- 22,599 (vests each 3/15/2023–2026; remaining 2025–2026) .
- 50,925 (vests each 3/15/2024–2027; remaining 2025–2027) .
- 92,485 (vests each 3/15/2025–2028) .
Policies:
- Hedging and pledging of company stock are prohibited under the Insider Trading Policy (also no margining, short sales, or derivatives) .
- Clawback policy adopted in 2023 applies to incentive‑based comp upon a required financial restatement (3‑year lookback) .
Potential selling pressure windows:
- Annual RSU vest dates on or around March 15 each year (multi‑year tranches) ; 2024 option grant 25% cliff on March 7, 2025 then monthly thereafter .
Employment Terms
Executive Severance & Change‑in‑Control (CIC) economics (CEO):
| Trigger | Cash Severance | Bonus Treatment | Equity | COBRA |
|---|---|---|---|---|
| Qualifying Termination (no CIC window) | 12 months base salary | — | — | Company‑paid during severance term |
| Qualifying Termination in connection with CIC (within 3 months before or 12 months after) | 18 months base salary | Lump‑sum = prorated target bonus + 150% of target bonus | Full acceleration of all outstanding equity | Company‑paid during severance term |
Change‑in‑control definition includes >50% change in voting power, sale of substantially all assets, certain mergers, or Board turnover majority shift within 12 months .
Illustrative values at 12/31/2024 (company’s table):
- CEO: $715,203 total for termination apart from CIC (cash + COBRA), and $18,044,084 in connection with a CIC (cash + COBRA + equity acceleration) .
Board Governance
- Dual roles: CEO and Chairman; Board maintains a Lead Independent Director (Wendy Yarno) to mitigate combined role governance concerns and facilitate independent oversight .
- Independence: Non‑employee directors (excluding the then‑CMA/CMO transition) were affirmed independent under Nasdaq rules; executives (incl. CEO) are not independent .
- Committees (as of April 15, 2025): CEO is not listed as a member; committee chairs—Audit (Scott Morrison), Compensation (Wendy Yarno), Nominating & Governance (William Link), Science & Technology (Bhaskar Chaudhuri), Commercial (Wendy Yarno) .
- Board/committee attendance: All directors met at least 75% attendance in 2024 .
- Executive sessions of independent directors are held regularly .
Director election and Say‑on‑Pay results (2025 Annual Meeting):
- Azamian Class II director election: 20,770,139 For; 6,796,180 Withheld; 7,285,501 broker non‑votes .
- Say‑on‑Pay: 27,132,839 For; 416,845 Against; 16,635 Abstain; 7,285,501 broker non‑votes .
- Say‑on‑Pay frequency: “1 Year” selected (26,916,300 votes for 1 year; 3,376 for 2 years; 637,239 for 3 years; 9,404 abstain; 7,285,501 broker non‑votes) .
Director compensation (dual‑role implication):
- The director compensation table excludes any director who also served as a named executive officer—i.e., the CEO does not receive additional director retainers or equity for board service .
- Non‑employee director cash retainers (2024) provide Board member $40,000 plus committee/leadership fees; increased to $50,000 effective 2025 AGM .
- Non‑employee director equity awards follow initial and annual grant frameworks (RSUs + options), with grant‑to‑value approach adopted in 2025 .
Compensation Peer Group (Benchmarking)
- 2024 peer group (22 companies) spanned early commercial and late‑stage clinical biopharmas, with median revenues ~$110M and median market cap ~$734M at selection; examples include Akebia, Arcutis, Ardelyx, Aurinia, Catalyst, Deciphera, Dynavax, Harrow, Ironwood, Kiniksa, MannKind, Mirum, Ocular Therapeutix, Rhythm, Rigel, Vanda, among others; see filing for full list .
- 2024 annual refresh equity sized near the 70th percentile vs peer group .
Related Party Transactions and Policies
- The company invested $3.0M in preferred stock of an early clinical‑stage private eye care company in April 2024, where Drs. Azamian and Link are board members; Tarsus reports a small minority stake .
- Formal related‑party transaction policy vests review/approval with the Audit Committee .
Risk Indicators & Red Flags
- Positive governance: Double‑trigger CIC; clawback policy; prohibition on hedging/pledging/short sales; no tax gross‑ups; no option repricing without shareholder approval .
- Potential concerns: Combined CEO/Chairman structure (mitigated by Lead Independent Director and robust committee independence) .
- Section 16 reporting note: The 2024 proxy cited an inadvertent delay in filing a report by Dr. Azamian regarding automatic sales under a Rule 10b5‑1 plan in 2023 .
Investment Implications
- Pay‑for‑performance alignment is evident: 2024 corporate performance scored 130% driven by commercial execution (coverage, revenue) and capital raise; CEO cash bonus paid at 130% of target; LTI grant mix and 4‑year vesting support retention and long‑term alignment .
- Retention/CIC: CEO has robust double‑trigger protection (18‑month salary, 150% target bonus, full equity acceleration) that may create a meaningful CIC overhang but also stabilizes leadership through strategic inflection points; illustrative CIC value at 12/31/2024 was $18.0M .
- Ownership alignment: CEO beneficially owns ~4.84% including substantial vested options; hedging/pledging prohibitions and regular RSU/option vest cadence suggest periodic potential supply around March vest cliffs and monthly option vests, but governance discourages misalignment behaviors .
- Governance optics: Combined CEO/Chair role drew a measurable withhold vote vs the other nominee, but Say‑on‑Pay support was strong and annual frequency was affirmed—supportive for continuity as the XDEMVY launch scales and pipeline advances .