Dianne Whitfield
About Dianne Whitfield
Dianne Whitfield, MSW, is Chief Human Resources Officer (CHRO) at Tarsus Pharmaceuticals and has served in this role since January 2021; she is 48 years old and holds a B.A. in Psychology and Social Behavior (UC Irvine) and an MSW (California State University, Long Beach) . During her tenure, Tarsus transitioned to commercial stage with XDEMVY and delivered strong company-level performance: net product sales rose to $180.1 million in 2024 from $14.7 million in 2023, while cumulative TSR since end-2021 reached $246.09 in 2024 (vs $90.00 in 2023 and $65.16 in 2022) and net losses were $(116) million in 2024, $(136) million in 2023, and $(62) million in 2022 .
Company Performance During Whitfield’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Product Sales ($USD Millions) | — | $14.7 | $180.1 |
| Net Loss ($USD Millions) | $(62) | $(136) | $(116) |
| TARS TSR (Index value of $100) | $65.16 | $90.00 | $246.09 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evolus Inc. | Vice President, Human Resources | Jan 2020–Jan 2021 | Human Resources leadership |
| Evolus Inc. | Executive Director, Human Resources | Apr 2019–Jan 2020 | Human Resources leadership |
| Allergan | Senior Manager, Human Resources | Oct 2007–Mar 2015 | HR management roles |
| Allergan | Senior Manager, Global Talent | Mar 2015–Mar 2016 | Global talent roles |
| Allergan | Director, Global Talent | Mar 2016–Oct 2017 | Global talent leadership |
| Allergan | Director, Global Human Resources | Oct 2017–Apr 2019 | Global HR leadership |
External Roles
No external directorships or outside board positions for Whitfield are disclosed in proxy biographies .
Fixed Compensation
Whitfield is not listed among the Named Executive Officers (NEOs) in Tarsus’s 2024 disclosures; her specific base salary, target bonus %, and actual bonus paid are not itemized in the Summary Compensation Table .
| Item | 2024 |
|---|---|
| Base Salary ($) | Not disclosed (Whitfield not a NEO) |
| Target Bonus (%) | Not disclosed (Whitfield not a NEO) |
| Actual Bonus Paid ($) | Not disclosed (Whitfield not a NEO) |
Program-level context: In 2024 the compensation committee funded the annual cash incentive program at 130% of target based on corporate goal achievement; NEO payouts were calculated at 130% of target (CEO target 60%; CFO/COO/CCO targets 45%) . This context indicates a performance-driven cash incentive structure but Whitfield’s individual bonus was not disclosed .
Performance Compensation
Annual Cash Incentive Program – 2024 Corporate Metrics and Outcomes
Tarsus’s annual cash incentive program uses corporate and individual goals; the compensation committee determined 130% overall achievement for 2024 .
| Category | Metric | Weighting | Target | Achievement | Score |
|---|---|---|---|---|---|
| Launch XDEMVY Successfully | Generate XDEMVY net revenue of $116 million and serve targeted number of patients | 30% | $116M revenue & patient target | 140% | 42.0% |
| Launch XDEMVY Successfully | Contract Commercial and Part D coverage resulting in 80% lives covered | 20% | 80% lives covered | 114% | 22.8% |
| Launch XDEMVY Successfully | Engage at least 10K ECPs with ATU awareness increase | 7.5% | 10K ECPs, ATU increase | 120% | 9.0% |
| Launch XDEMVY Successfully | Disseminate clinical data for phase 4 study and related publications | 7.5% | Publications disseminated | 88% | 6.6% |
| Monetize to Deliver Pipeline Globally | Maintain sufficient cash resources | 10% | Adequate liquidity | 100% | 10.5% |
| Monetize to Deliver Pipeline Globally | Formalize strategy for select ex-US TP-03 territories | 5% | Strategy formalized | 100% | 5.0% |
| Transform into Eye Pharma Leader | Advance management capability that drives culture, belonging, performance, compliance | 10% | Capability advanced | 100% | 10.0% |
| Transform into Eye Pharma Leader | Formalize strategy for pipeline development | 10% | Strategy formalized | 100% | 10.0% |
| Stretch | Initiate enrollment on Phase 2b Rosacea study | 5% | Enrollment initiated | 0% | 0% |
| Stretch | Complete X enrollment on one additional program | 5% | Enrollment completed | 0% | 0% |
| Stretch | Proceed on additional business development efforts | 5% | BD efforts progressed | 100% | 5.0% |
| Stretch | Opportunistically raise minimum $100M in net proceeds | 10% | ≥$100M raised | 100% | 10.0% |
| Total | — | 100% | — | 130% | — |
Note: Whitfield’s individual target/payout is not disclosed (she is not a NEO). The program-level metrics and 130% funding signal strong pay-for-performance design in 2024 .
Long-Term Incentive (LTI) Design and Vesting Practices (Program-Level)
- Mix and calibration: 2024 refresh awards targeted ~70th percentile of peer group; 50% options / 50% RSUs; options sized using committee Black-Scholes discount and 40-day price average; RSUs sized using 40-day price average .
- Vesting cadence: Options 25% on March 7, 2025, remaining monthly over 36 months; RSUs annually on March 15 each year from 2025 through 2028, subject to continued service .
| LTI Element | Grant Sizing Method | Vesting |
|---|---|---|
| Stock Options | Target value ÷ Black-Scholes discount × 40-day price average | 25% on Mar 7, 2025; balance vests monthly over 36 months |
| RSUs | Target value ÷ 40-day price average | Annual tranches on Mar 15, 2025–2028 |
Governance: No repricing of underwater options without shareholder approval; clawback policy for incentive-based compensation tied to a financial restatement; prohibition on hedging and pledging .
Equity Ownership & Alignment
- Individual ownership: Whitfield is not a director or NEO, so her beneficial ownership is not tabulated in the Security Ownership table; no pledged shares are disclosed for her .
- Hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, and pledging of company stock for all employees and executives, reducing misalignment risks .
- Clawback: Policy to recoup certain incentive-based executive compensation in event of financial restatement tied to restated metrics .
Employment Terms
- At-will employment letters: Tarsus uses offer letters for executives that set initial terms (base, bonus target, initial equity) with at-will employment; NEOs also have separate executive severance and change-in-control agreements .
- Change-in-control (CIC) definition: CIC includes >50% voting acquisition, sale of substantially all assets, merger causing ≤50% voting power of survivor, or board turnover exceeding majority in 12 months .
- Severance structure (program-level examples): Double-trigger arrangements; e.g., CFO Farrow—9 months base salary and benefits for involuntary termination outside CIC; in CIC window, 12 months base, benefits, accelerated RSU/option vesting, and lump-sum bonus equal to prorated target plus 100% of target ; CMO Yeu—12 months base and benefits; CIC window adds accelerated vesting plus prorated target bonus and 100% of target .
- CHRO specifics: No Whitfield-specific employment agreement or severance terms are disclosed in the proxy/8-K filings .
Investment Implications
- Alignment signals: Tarsus’s incentive structure emphasizes performance-based cash bonuses linked to commercial KPIs (net product sales, payer coverage, BD, financing) and multi-year equity vesting, with clawbacks and strict hedging/pledging prohibitions—supportive of alignment and retention across the executive team .
- Data gaps on Whitfield: As CHRO but not a NEO, Whitfield’s specific pay mix, targets, payouts, and personal ownership are not disclosed, limiting precision on compensation alignment and potential selling pressure analysis; no Form 4 data is available here to assess transactions during 2021–2025 .
- Program-level read-through: Given 130% bonus funding and long-term vesting horizons, near-term insider selling pressure for NEOs appears muted (none exercised options in 2024), but Whitfield-specific activity is not disclosed; company-wide prohibitions on pledging/hedging lower governance risk .
- Retention risk: Double-trigger CIC protections and market-competitive LTI at ~70th percentile suggest robust retention architecture for NEOs; Whitfield’s individual severance/CIC economics are not disclosed, so CHRO-specific retention incentives cannot be assessed .