Sean Power
TG THERAPEUTICSAbout Sean Power
Sean A. Power, 43, has served as Chief Financial Officer, Treasurer, and Corporate Secretary of TG Therapeutics since December 29, 2011; he holds a B.B.A. in accounting from Siena College and is a member of the American Institute of Certified Public Accountants . Company performance under his tenure in 2024 included total revenue of $329.0 million and net income of $23.4 million; BRIUMVI U.S. net product revenue reached $310.0 million, up ~250% year over year, and 2025 guidance targets ~$540 million total global revenue . Pay-versus-performance data show cumulative TSR (value of initial $100 investment) improved to 271 in 2024 from 154 in 2023, reflecting stockholder value creation alongside operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keryx Biopharmaceuticals, Inc. | Corporate Controller | 2006–2011 | Led compliance with SEC rules; involved in all capital raising and licensing transactions . |
| KPMG LLP | Auditor | Prior to 2006 | Foundational public accounting/audit experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Opus Point Partners, LLC | Chief Financial Officer | 2011–2019 | CFO of investment firm co-managed by TG’s CEO; finance leadership and operations . |
| American Institute of Certified Public Accountants | Member | Ongoing | Professional credentialing and standards adherence . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 432,600 | 445,578 | 480,000 |
| Target Bonus (% of Base) | Not disclosed | 40% (prior-year target referenced) | 50% |
| Actual Bonus Paid ($) | 220,000 | 225,000 | 300,600 |
Performance Compensation
Annual Cash Incentive – 2024 Structure and Outcome
| Category (Core Goals) | Weighting | Target | Actual Achieved | Payout Factor Contribution |
|---|---|---|---|---|
| Commercial Launch | 45% | Pre-set corporate metrics (revenue/utilization) | 45% | 45% |
| Drug Supply, CMC & Quality | 25% | Pre-set corporate metrics | 22% | 22% |
| Regulatory & Clinical Development | 30% | Pre-set corporate metrics | 24.5% | 24.5% |
| Total Core Goals | 100% | — | 91.5% | 91.5% |
| Category (Reach Goals) | Weighting | Target | Actual Achieved | Payout Factor Contribution |
|---|---|---|---|---|
| Commercial Launch | 27.5% | Reach metrics | 22.5% | 22.5% |
| Regulatory & Clinical Development | 22.5% | Reach metrics | 11.25% | 11.25% |
| Total Reach Goals | 50% | — | 33.75% | 33.75% |
| Overall (Core + Reach) | 150% max | — | 125.25% | 125.25% |
- 2024 Target Bonus: 50% of base; actual payout at 125.25% of target yielded $300,600 (480,000 × 50% × 125.25%) .
Equity Awards (Grants and Vesting)
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock (Annual LTI) | Jan 5, 2024 | 75,000 | 1,473,750 | 25% on Jan 1, 2025; 25% on Jan 1, 2026; 25% on Jan 1, 2027; 25% on Jan 1, 2028 (service-based) . |
| Restricted Stock | Mar 12, 2023 | 63,750 | 1,196,800 (SCT stock awards for 2023) | 33.3% on Jan 1, 2025; 33.3% on Jan 1, 2026; 33.4% on Jan 1, 2027 (service-based) . |
| Restricted Stock | Dec 30, 2020 | 5,000 | Not disclosed (legacy grant) | Vests Jan 1, 2025 (service-based) . |
| Stock Options | Various | 3,750 (exercisable) | N/A | $11.30 strike; expires Feb 1, 2028 . |
| Stock Options | Various | 115,000 (exercisable) | N/A | $4.10 strike; expires Dec 31, 2028 . |
| Stock Options | Various | 50,000 (exercisable) | N/A | $6.90 strike; expires Mar 15, 2029 . |
| Stock Options | Various | 200,000 (exercisable) | N/A | $7.00 strike; expires Jul 20, 2027 . |
- 2024 Stock Vested: 95,000 shares; value realized $1,622,600 .
- Compensation Mix: ~79% of CFO compensation categorized as at-risk in 2024 (cash incentive and time-based equity) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 969,361 shares; less than 1% of outstanding (158,776,296 shares) . |
| Vested vs. Unvested | Includes 143,750 unvested restricted shares (various service-based milestones) . |
| Options (Exercisable/Unexercisable) | 368,750 options exercisable as of or within 60 days of April 14, 2025; no unexercisable reported in 60-day window . |
| Pledging/Hedging | Hedging and speculative trading prohibited by Insider Trading Policy; no pledging disclosure noted . |
| Ownership Guidelines | Not disclosed for executives in the proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Role & Start Date | Appointed CFO, Treasurer, and Secretary effective December 29, 2011 . |
| Contract Term | Serves until terminated per agreement; annual bonus and equity grants at Board/CEO discretion . |
| Severance (No Cause / Good Reason) | Lump sum of 0.5× (base + target bonus); 12 months health benefits; prorated target bonus; full vesting of restricted stock; options fully vest and remain exercisable for 12 months (or earlier normal expiry) . |
| Severance (Change in Control + Termination) | Lump sum of 1× (base + target bonus); 12 months health benefits; prorated target bonus; equity vesting as above . |
| Death/Disability | Accrued obligations; prorated target bonus; restricted stock fully vests; options remain exercisable for 24 months (unvested lapse) . |
| For Cause / Voluntary (No Good Reason) | Accrued obligations only; restricted stock forfeited; vested options exercisable for 30 days (unvested lapse) . |
| Non-Compete | 12-month post-termination non-compete in anti-CD20 monoclonal antibodies worldwide; non-disparagement and confidentiality covenants . |
| Equity Plan Change-in-Control | 2012 Plan: single-trigger vesting; 2022 Plan: double-trigger vesting if awards are assumed (equitable conversion) and the executive is terminated without cause or resigns for good reason within two years; single-trigger if awards are not assumed . |
| Clawback Policy | Adopted Oct 2023; mandatory recovery for both “Big R” and “little r” restatements; Compensation Committee determined no recoupments required for 2023/2024 . |
| Tax Gross-Ups | None provided . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenue ($mm) | 2.8 | 233.7 | 329.0 |
| Net Income (Loss) ($mm) | (198.3) | 12.7 | 23.4 |
| Cumulative TSR – $100 Investment (Index) | 107 | 154 | 271 |
| BRIUMVI U.S. Net Revenue ($mm) | N/A | 92.0 (part of product revenue) | 310.0 |
- 2025 Guidance: Target total global revenue ~$540 million; BRIUMVI U.S. net product revenue ~$525 million; target operating expense ~$300 million (excl. non-cash) .
Compensation Committee & Say-on-Pay Context
- Compensation Consultant: Arthur J. Gallagher & Co.; independent; assisted with peer group selection and benchmarking .
- Peer Group Update: 2024 Peer Group comprises 18 companies (e.g., ACAD, CRSP, PTC, AGIO, DCPH, RYTM, AMRX, DNLI, TWST, APLS, GERN, RARE, BPMC, IOVA, VCEL, CORT, MDGL, XNCR) reflecting TG’s size and sector changes .
- 2024 Say-on-Pay Approval: 57.7% approval; Committee maintained pay-for-performance design emphasizing variable, at-risk pay .
Compensation Structure Analysis
- Shift in Mix: CFO’s target bonus increased from 40% to 50% of base in 2024 to align with peer market; equity grants place CFO in lower quartile relative to peers (retention incentive via multi-year vesting) .
- Performance Focus: Annual cash incentive linked to weighted corporate goals; payout tied strictly to 125.25% achievement with no discretionary upward adjustments .
- Equity Practices: No option repricing; fixed grant dates; awards subject to clawback; no tax gross-ups; hedging prohibited .
- Equity Plan Share Reserve: Proposal to increase 2022 Plan reserve from 17.0 million to 22.0 million shares (approx. 3% of outstanding) to support talent retention and growth; overhang projected to ~11.6% post-amendment .
Equity Ownership & Alignment Details
| Breakdown | Shares / Value |
|---|---|
| Beneficial Ownership (Power) | 969,361 shares; <1% of outstanding . |
| Unvested Restricted Stock | 143,750 shares . |
| Options (Exercisable within 60 days) | 368,750 shares . |
| Upcoming Notable Vest Dates | Jan 1, 2025 tranches: 25% of 75,000; 33.3% of 63,750; plus 5,000 legacy RS vest . |
| Policy Flags | No hedging; no disclosed pledging; clawback active . |
Employment Terms – Potential Payments (Illustrative Framework)
| Scenario | Cash Severance | Health Benefits | Bonus Treatment | Equity Treatment | Options Treatment |
|---|---|---|---|---|---|
| Termination w/o Cause or Resign for Good Reason | 0.5× (base + target) | 12 months | Prorated target | RS fully vested | Fully vested; exercisable 12 months (or earlier normal expiry) |
| Change-in-Control + Termination | 1× (base + target) | 12 months | Prorated target | As above and plan-level CIC terms | As above |
| Death/Disability | — | — | Prorated target | RS fully vested | Vested exercisable 24 months; unvested lapse |
| For Cause / Voluntary (No Good Reason) | — | — | — | RS forfeited | Vested exercisable 30 days; unvested lapse |
Investment Implications
- Alignment: Multi-year time-based RS grants and prohibition on hedging, coupled with clawback and no gross-ups, indicate shareholder-friendly practices and incentive alignment for the CFO .
- Retention Risk: Moderate—severance is modest (0.5× base+target; 1× upon CIC) and equity vests accelerate upon qualifying termination, but grants are spread with vest dates through 2028, creating continued retention hooks .
- Trading Signals: Multiple vesting tranches on January 1 each year (2025–2028) and currently in-the-money options suggest periodic supply events; no pledging disclosed mitigates forced selling risk .
- Pay-Performance: 2024 payout strictly formulaic at 125.25% on strong BRIUMVI growth and revenue scaling; TSR improvement supports value creation narrative into 2025 guidance ramp .