Jennifer Good
About Jennifer Good
Jennifer L. Good, age 60, is Trevi Therapeutics’ co‑founder, President and CEO, and a director since the company’s inception in March 2011. She holds a BBA in accounting from Pacific Lutheran University (1987) and is a CPA (inactive). Previously she was CEO/COO/CFO at Penwest Pharmaceuticals (1997–2010). Trevi’s pay-versus-performance disclosure shows the value of a $100 investment rising to $213.47 in 2024 from $69.43 in 2023, while the company reported net losses of $47.91M in 2024 and $29.07M in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trevi Therapeutics, Inc. | Co‑founder, President & CEO; Director | 2011–present | Company formation, pipeline and financing leadership |
| Penwest Pharmaceuticals Co. | CEO, COO, CFO (various) | 1997–2010 | Public-company executive leadership across finance and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rhythm Pharmaceuticals, Inc. | Director | 2019–present | Public biopharma board service |
| Friedreich’s Ataxia Research Alliance (FARA) | Board member | 2011–present | Patient advocacy board service |
| Juniper Pharmaceuticals, Inc. (prior) | Director | 2017–2018 | Public company board (acquired by Catalent) |
Fixed Compensation
| Year | Annualized Base Salary ($) | Target Bonus % | Actual Bonus ($) |
|---|---|---|---|
| 2024 | 610,000 | 55% | 368,974 (110% corporate score) |
| 2023 | 595,000 | 55% | 229,075 |
Notes:
- Annual bonus structure is based on corporate performance goals set by the board/compensation committee; 2024 payout reflected a 110% corporate score .
Performance Compensation
- Equity design: Trevi primarily grants stock options (no RSUs) with time-based vesting (25% after 1 year, monthly thereafter over 36 months) and selective performance‑based options tied to clinical milestones; exercise prices equal FMV on grant date .
- 2024 CEO grants: time‑based option for 630,000 shares and performance‑based option for 170,000 shares (metrics: RIVER and CORAL trials). In March 2025, the compensation committee certified RIVER success, vesting 54,400 performance‑based shares for Ms. Good (80% of the RIVER‑linked tranche); 102,000 CORAL‑linked shares remain eligible on success .
- 2025 CEO grant: time‑based option for 811,000 shares with standard 4‑year vesting (25% at 1‑year, then monthly) .
| Grant date | Instrument | Shares | Exercise Price ($) | Vesting / Performance | Status |
|---|---|---|---|---|---|
| Feb 15, 2024 | Stock option (time‑based) | 630,000 | 2.38 | 25% on Feb 15, 2025; remainder monthly over 36 months | In progress |
| Feb 15, 2024 | Stock option (performance‑based) | 170,000 | 2.38 | Tied to RIVER and CORAL trials; 80% of RIVER tranche vested Mar 2025 (54,400 shares); 102,000 CORAL‑linked remain eligible | Partially vested |
| Feb 2025 | Stock option (time‑based) | 811,000 | FMV at grant (not separately disclosed) | 25% at 1‑year; then monthly over 36 months | In progress |
2024 option grant accounting values (SCT):
- CEO option awards: $1,601,781 (grant date fair value under ASC 718) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,926,593 shares (1.86% of outstanding as of Apr 23, 2025) |
| Composition | 213,313 shares owned + 1,713,280 options exercisable within 60 days |
| Options outstanding (12/31/2024) | Exercisable: 1,368,946; Unexercisable: 1,090,001 (see Outstanding Equity Awards table) |
| Hedging/derivatives | Prohibited (short sales, puts/calls, hedging instruments) per Insider Trading Policy |
| Pledging | Not disclosed |
| Executive ownership guidelines | None (no formal executive ownership guidelines) |
| Rule 10b5‑1 plans | Permitted; directors/officers may adopt 10b5‑1 plans |
| Equity overhang/burn | Overhang 10.5% at 3/31/2025; would be 16.5% if 6,000,000 new shares approved; 3‑yr avg burn rate 2.50% |
Selected outstanding CEO option lots (12/31/2024 snapshot):
- 630,000 (2024 grant, $2.38 strike; time‑based)
- 170,000 (2024 grant, $2.38 strike; performance‑based)
- 375,000 (2023 grant, $2.67 strike; time‑based)
- Additional older lots with various strikes/expirations shown in proxy tables .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment status | At‑will (Dec 2012 agreement; superseded by Separation Benefits Plan for severance/CIC) |
| Non‑compete / Non‑solicit | Standard agreements; non‑compete and non‑solicit for 1–2 years post‑termination; confidentiality indefinite |
| Severance (no CIC) | 12 months of base salary + company portion of COBRA during severance period for CEO, subject to release |
| Change‑in‑control (CIC) | Double‑trigger: if terminated without cause or resign for good reason within 12 months post‑CIC: 18 months base salary (lump sum), 1.5x target annual bonus (lump sum), COBRA during CIC severance period, and full acceleration of time‑based equity (performance‑based awards excluded from automatic acceleration) |
| Clawback | Awards subject to any company clawback policy now or adopted in future; compensation committee oversees recovery policy |
Board Governance
- Roles: Ms. Good is CEO and director (Class III); Board Chair is David Meeker, M.D.; roles are separated .
- Independence: Board determined all directors except Ms. Good are independent under Nasdaq rules .
- Committees: Audit (VanLent—Chair; Colangelo; Heffernan), Compensation (Heffernan—Chair; Colangelo; Mathers), Nominating & Governance (Meeker; VanLent; Cassella served until Sep 2024) .
- Attendance: The full board met 6 times in 2024; each director attended ≥75% of board and committee meetings .
- Director pay: Officer‑directors (e.g., CEO) receive no additional director compensation .
- Executive sessions: Independent directors meet in executive session at least twice a year .
Director Compensation (for context)
- Non‑employee director annual cash retainers: Board $40,000 (chair $70,000); Audit $10,000 (chair $20,000); Compensation $7,500 (chair $15,000); N&G $5,000 (chair $10,000) .
- Equity: Annual and initial option grants to non‑employee directors; size increased in Feb 2025 to 45,000 (annual) and 90,000 (initial) options .
Compensation Committee, Peers, and Consultants
- Committee: Independent directors (Heffernan—Chair; Colangelo; Mathers) oversee all exec and director pay, equity plans, and the recovery policy .
- Consultants: Alpine Rewards engaged mid‑2023; the committee targets base salaries around the 50th percentile and equity between the 50th–75th percentile versus a blended peer set (peer constituents not listed) .
- Equity plan amendment: In 2025, the board proposed adding 6,000,000 shares to the 2019 plan and removing the evergreen; new shares ≈6.01% of outstanding as of 3/31/2025 .
Pay vs Performance
| Year | PEO (CEO) SCT Total ($) | PEO Compensation Actually Paid ($) | Avg non‑PEO NEOs SCT Total ($) | Avg non‑PEO NEOs CAP ($) | TSR index ($100 start) | Net Income (Loss) ($M) |
|---|---|---|---|---|---|---|
| 2024 | 2,589,035 | 4,954,025 | 1,314,261 | 2,021,363 | 213.47 | (47.91) |
| 2023 | 1,687,298 | 1,107,263 | 793,882 | 567,277 | 69.43 | (29.07) |
Notes:
- 2025 is the first year with say‑on‑pay and say‑on‑frequency proposals; results pending at the June 11, 2025 meeting .
Related Party & Risk Indicators
- Related party employment: Ms. Good’s daughter was employed by Trevi (Director, FP&A and Accounting Operations; later Director, R&D Financial Operations) with total compensation of $168,281 (2023) and $340,840 (2024); the company has a written related‑party transaction policy administered by the audit committee .
- Insider trading controls: Prohibitions on shorting and hedging; Rule 10b5‑1 plans allowed .
- CFO transition: On Aug 20, 2025, CFO Lisa Delfini resigned; Ms. Good assumed interim principal financial officer duties while a replacement is designated (severance per the executive separation plan) .
Performance Compensation Details (granular)
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Bonus | Not disclosed | 55% of base salary | Corporate score 110% | $368,974 | Cash (annual) |
| 2024 Perf. Option (RIVER) | Not disclosed | RIVER trial success | Achieved (80% tranche) | 54,400 shares vested (CEO) | Option; immediate vest on certification (Mar 2025) |
| 2024 Perf. Option (CORAL) | Not disclosed | CORAL trial success | Pending | 102,000 shares eligible | Option; vests upon metric achievement |
Investment Implications
- Pay-for-performance alignment: Heavy use of options aligns upside with shareholder returns; 2024 performance options directly tied to clinical milestones (RIVER achieved; CORAL pending). Large 2025 time‑based option (811,000 shares) continues retention incentives but adds dilution overhang; base salaries targeted at median with equity between median and 75th percentile .
- Vesting and potential selling pressure: Recent tranches include the 2024 time‑based grant (25% vested Feb 15, 2025; ongoing monthly vest) and the 2025 grant (25% cliff in Feb 2026). The RIVER performance vest (54,400 shares in Mar 2025) created newly vested equity; hedging is prohibited, but potential Form 4 sales should be monitored around vesting dates and trial milestones .
- Ownership alignment and governance: Ms. Good beneficially owns 1.86% of shares; no executive ownership guideline is in place, though hedging is prohibited. Board structure separates chair/CEO roles; only the CEO is non‑independent; board and committee attendance strong (≥75%) .
- CIC economics and retention: Double‑trigger CIC protection (18 months base + 1.5x target bonus + time‑based equity acceleration) is standard for small/mid‑cap biotech and provides retention through potential strategic outcomes; no automatic vesting on CIC absent termination .
- Dilution and equity capacity: Proposed 6,000,000‑share increase (≈6.01% of outstanding) with evergreen removal balances retention needs and dilution control; overhang would rise from 10.5% to 16.5% upon approval; investors should weigh dilution versus hiring/retention benefits as pipeline advances .
- Governance watch items: Related‑party employment involving the CEO’s daughter is disclosed and subject to policy oversight; monitor execution and board oversight, as well as any future say‑on‑pay outcomes given step‑ups in option grant values .
Board service dual‑role implications: Ms. Good serves as both CEO and director (Class III). The board has determined only Ms. Good is non‑independent, with an independent chair (Meeker) and independent committees, mitigating some dual‑role governance concerns. Officer‑directors receive no separate director fees. **[1563880_0000950170-25-059628_trvi-20250429.htm:47]** **[1563880_0000950170-25-059628_trvi-20250429.htm:50]** **[1563880_0000950170-25-059628_trvi-20250429.htm:55]**
Appendix: Additional quantitative detail
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CEO Summary Compensation (selected items)
- 2024: Salary $607,930; Bonus $368,974; Option awards $1,601,781; Total $2,589,035 .
- 2023: Salary $596,924; Bonus $229,075; Option awards $851,399; Total $1,687,298 .
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CEO Outstanding Equity Awards (12/31/2024) – excerpt
- 630,000 unexercised (time‑based, $2.38 strike, exp. 2/14/2034) .
- 170,000 unexercised (performance‑based, $2.38 strike, exp. 2/14/2034; 54,400 vested in Mar 2025 after RIVER certification) .
- Multiple legacy tranches with varied strikes/expirations detailed in the proxy .
-
Awards since 2019 Plan adoption: cumulative CEO options 3,091,000 .
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Board/committee composition and attendance
- Audit (VanLent—Chair; Colangelo; Heffernan), Compensation (Heffernan—Chair; Colangelo; Mathers), N&G (Meeker; VanLent; Cassella until Sep 2024). Each director attended ≥75% of meetings in 2024 .
All data above is sourced from Trevi Therapeutics’ 2025 and 2024 DEF 14A filings and related 8‑K, with inline citations.