Michael S. Weiss
TG THERAPEUTICSAbout Michael S. Weiss
Michael S. Weiss, 59, has served as TG Therapeutics’ Chairman, Chief Executive Officer and President since December 2011; he holds a J.D. from Columbia Law School and a B.S. in Finance from the University at Albany . Under his tenure, TG transformed into a commercial-stage company with BRIUMVI for relapsing forms of MS, supported by strong revenue growth and improving EBITDA trends. The Board combines CEO and Chair roles but maintains a Lead Independent Director to mitigate governance concerns .
TG’s recent performance:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($USD) | $6.689M | $2.785M | $233.662M | $329.004M |
| EBITDA ($USD) | $(344.488)M* | $(218.013)M* | $20.844M* | $41.997M |
Values marked with an asterisk were retrieved from S&P Global.
Company total shareholder return ($100 initial investment):
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($) | 469 | 171 | 107 | 154 | 271 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keryx Biopharmaceuticals | Chairman & CEO | 2002–2009 | Led growth and capital raising; built commercial/clinical capabilities |
| Cravath, Swaine & Moore LLP | Attorney | Early career | Foundational legal and capital markets experience |
| Opus Point Partners, LLC | Co‑Founder, Managing Partner & Co‑Portfolio Manager | 2009–2019 | Life sciences investing; deal flow and capital markets expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Fortress Biotech, Inc. | Director; Executive Vice Chairman, Strategic Development | N/A | Strategic development leadership and board service |
| Mustang Bio, Inc. | Chairman of the Board | N/A | Oversight of cell therapy portfolio |
| Checkpoint Therapeutics, Inc. | Chairman of the Board | N/A | Oncology development oversight; related-party collaboration noted below |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $875,000 | $875,000 | $875,000 |
| Target Annual Bonus (% of base) | 100% | 100% | 100% |
| Actual Annual Cash Incentive ($) | $1,093,750 | $1,093,759 | $1,095,938 |
Notes: Target bonus set at 100% of base; actual payouts reflect corporate goal achievement each year .
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric Category | Weighting | Target | Actual Achievement | Payout Basis |
|---|---|---|---|---|
| Commercial Launch (revenue/utilization) | 45% | Set ex‑ante (confidential) | 45% | Included in 125.25% overall payout |
| Drug Supply, CMC & Quality | 25% | Set ex‑ante (confidential) | 22% | Included in 125.25% overall payout |
| Regulatory & Clinical Development | 30% | Set ex‑ante (confidential) | 24.5% | Included in 125.25% overall payout |
| Reach Goals (Commercial) | 27.5% | Additional upside | 22.5% | Included in 125.25% overall payout |
| Reach Goals (Regulatory & Clinical) | 22.5% | Additional upside | 11.25% | Included in 125.25% overall payout |
| Total | 150% | Target=100%; Max=150% | Overall 125.25% | Weiss paid $1,095,938 |
Equity Awards and Vesting
| Award | Grant Date | Shares | Grant Date Fair Value | Vesting Conditions |
|---|---|---|---|---|
| Restricted Stock (TSR vs NBI) | Jan 6, 2024 | 1,001,908 | $16,781,959 | Vests upon Company TSR exceeding NBI TSR at 3/5/7/9-year measurement; then requires 1-year continued service post‑achievement |
| Restricted Stock (TSR vs NBI) | Mar 12, 2023 (amended 2024) | 985,000 | $16,498,750 | Same TSR-relative vesting and 1‑year service requirement; clarified in 2024 due to admin error |
| Stock Options | Jul 20, 2022 | 1,900,000 total; 633,333 ex.; 1,266,667 unex. | N/A | Remaining unvested options vest 50% on 7/20/2025 and 50% on 7/20/2026; $7.00 strike; expires 2027 |
| Stock Options | Mar 15, 2029 expiry | 500,000 | N/A | $6.90 strike; expiry 3/15/2029 |
100% of Weiss’s 2024 equity awards were performance-based (relative TSR), aligning realized pay with shareholder outcomes .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Apr 14, 2025) | 14,958,262 shares; 9.42% of outstanding |
| Shares Outstanding (Record Date) | 158,776,296 |
| Unvested Restricted Stock (selected awards) | 1,556,029 ($46,836,473), 1,080,770 ($32,531,177), 985,000 ($29,648,500), 1,001,908 ($30,157,431) — valued at $30.10 on 12/31/2024 |
| Options Exercisable within 60 days (as of Apr 14, 2025) | 1,133,333 shares |
| Insider Trading Policy | Hedging and speculative trading prohibited |
No disclosure of pledging of company stock was found in the proxy. Ownership includes significant performance-vested equity with multi-year TSR conditions, supporting alignment.
Employment Terms
Key economics from the amended employment agreement:
- Special market cap/CIC bonus: $16.7M payable if TG achieves a sustained fully‑diluted market capitalization >$10B by June 17, 2026, or upon a change in control valuing TG >$10B .
- Severance (without cause/for good reason): 2x base + target bonus, 18 months health continuation, prorated target bonus, full vesting of restricted stock, options fully vest and remain exercisable 24 months; escalates to 3x base + target bonus and 24 months health continuation upon or following a change in control .
- 280G “best‑net” cutback: payments reduced or paid in full based on greater after‑tax outcome .
- Non‑compete: 12 months post‑termination, worldwide, for anti‑CD20 monoclonal antibody business; confidentiality and non‑disparagement covenants .
Plan-level CIC treatment (2022 Incentive Plan):
- Single-trigger vesting for unassumed awards; double-trigger vesting for assumed awards upon qualifying termination within two years. Awards subject to clawback policy .
Board Governance
- Board service: Director since 2011; Chairman, CEO & President .
- Committees: Audit (Chair Charney; members Echelard, Hume, Hoberman) ; Compensation (Chair Hoberman; all independent members) ; Nominating & Corporate Governance (Chair Lonial; members Echelard, Hume) .
- Independence and structure: Lead Independent Director (Charney); Board affirms independence of five directors; combined CEO/Chair deemed appropriate with Lead Independent Director oversight .
- Activity/attendance: Board held four meetings in 2024; all incumbents attended ≥75% .
Dual-role implications: While CEO/Chair concentration raises independence concerns, TG mitigates with a Lead Independent Director presiding over executive sessions and annual CEO/Chair evaluations .
Director Compensation (program overview)
| Role/Committee | Member Annual Retainer | Chair Annual Retainer |
|---|---|---|
| Board | $70,000 | Lead Independent Director: $40,000 |
| Audit | $10,000 | $20,000 |
| Compensation | $7,500 | $15,000 |
| Nominating & Corp Gov | $5,000 | $10,000 |
Equity: Annual restricted stock grants to non‑employee directors (e.g., 22,250 shares granted on 6/19/24, vesting 6/14/25) .
Compensation Peer Group and Governance Practices
- Independent compensation consultant: Arthur J. Gallagher & Co engaged since 2022; no other services provided; independence affirmed .
- 2024 peer group context: TG ranked 46th percentile in revenue and 44th percentile in market cap at selection; detailed list maintained by Compensation Committee .
- Clawback policy: Adopted October 2023 (Dodd‑Frank/Nasdaq compliant) covering Big R and little r restatements; no recoupment actions required after remediation of 2024 share‑based control weakness .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2022 | ~29% |
| 2023 | ~46.7% |
| 2024 | ~57.7% |
Compensation Committee maintained pay‑for‑performance design, increased disclosure and continued external benchmarking in response to investor feedback .
Related‑Party Transactions (risk and governance)
- Fortress Biotech office agreement (since 2014): TG occupies ~45% of 24,000 sq ft NYC lease; average annual rent ~$1.4M; Weiss serves as Director & Executive Vice Chairman at Fortress Biotech .
- Shared Services Agreement with Fortress Biotech: TG incurred ~$1.3M (2024), ~$0.9M (2023), ~$1.3M (2022) primarily for shared personnel .
- Collaborations with Checkpoint Therapeutics (FBIO subsidiary): Global collaboration (anti‑PD‑L1/anti‑GITR); sublicense on BET inhibitor program; Weiss is Chairman of Checkpoint .
Risk Indicators & Red Flags
- Material weakness (share‑based payments) identified and remediated in 2024; clawback policy in place; Compensation Committee concluded no recoupment warranted .
- Elevated dilution/overhang: Proposal to increase 2022 Plan reserve from 17M to 22M shares; overhang would rise from 8.5% to ~11.6% (as of Apr 14, 2025) if approved .
- Debt profile and leverage risks noted in 2024 10‑K, but not specific to Weiss; operational execution and commercialization risks detailed in risk factors .
Employment & Contracts Summary (quick reference)
| Term | Detail |
|---|---|
| Contract Duration | Continues until terminated per agreement |
| Severance | 2x base+target bonus; CIC: 3x base+target bonus; health continuation 18/24 months |
| Equity Treatment | RS fully vest on termination/CIC; options fully vest and exercisable 24 months |
| 280G | Best‑net approach |
| Non‑Compete | 12 months; worldwide; anti‑CD20 mAbs |
Investment Implications
- Alignment: 100% performance‑based CEO equity tied to relative TSR with long measurement windows and post‑achievement service requirements supports long‑term alignment; substantial unvested equity and vest in 2025–2027 may moderate near‑term selling pressure .
- Incentive intensity: The $10B market cap special bonus introduces a high-powered incentive to pursue value‑creating milestones/CIC events; investors should monitor capital allocation and M&A signaling .
- Governance checks: Combined CEO/Chair role offset by a Lead Independent Director and independent committees; still warrants attention given related‑party links to Fortress/Checkpoint .
- Dilution risk: Proposed share reserve increase (22M) increases overhang to ~11.6% and could be dilutive; balanced by TG’s stated need to compete for talent as it scales commercialization .
Values retrieved from S&P Global for EBITDA items marked with an asterisk.