Timothy Coughlin
About Timothy Coughlin
Independent director since March 2015; age 58. Former CFO of Neurocrine Biosciences (2002–2018) with deep financial and audit experience; CPA in California and Pennsylvania. Education: M.S. in International Business (San Diego State University) and B.S. in Accounting (Temple University). Selected for financial/audit expertise and public biopharma experience .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Chief Financial Officer | 2002–2018 | CFO during FDA approvals of INGREZZA and ORILISSA; led finance, audit, public biopharma operations |
| Catholic Health Initiatives | Vice President, Financial Services | n/a | Senior financial leadership at a nationwide health system |
| Ernst & Young LLP (Health Sciences) | Senior Manager | n/a | Audit/assurance experience in health sciences |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Fate Therapeutics, Inc. | Director | Current | Board member at public biotech |
| aTyr Pharma, Inc. | Chair of the Board | Current | Board leadership; governance oversight |
| Peloton Therapeutics, Inc. | Director | Prior to sale to Merck (2019) | Board service through strategic exit |
Board Governance
- Independence: Determined independent under Nasdaq standards; one of nine independent directors; no disqualifying relationships .
- Committees: Audit Committee (Chair); Compensation Committee (Member); designated audit committee financial expert (all three audit members) .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; independent director executive sessions occurred at each regular Board meeting .
- Risk oversight: Audit oversees financial, controls and disclosure; Compensation oversees comp and human capital; Nominating/Gov oversees governance and cybersecurity; quarterly committee reports to Board .
- Board self-assessment: Annual external-counsel led evaluation; 2024 assessment concluded committees effectively fulfilling responsibilities .
Fixed Compensation
| Component | Amount / Structure | Vesting / Terms | Source |
|---|---|---|---|
| Annual Board cash retainer (2024) | $50,000 | Cash; paid annually | |
| Chair of Board retainer (2024 → 2025) | $35,000 → $40,000 | Cash; paid annually | |
| Audit Committee | Member: $10,000; Chair: $20,000 | Cash; paid annually | |
| Compensation Committee | 2024: Member $7,500; Chair $15,000; 2025: Member $10,000; Chair $20,000 | Cash; paid annually | |
| Nominating/Gov Committee | Member: $5,000; Chair: $12,000 | Cash; paid annually | |
| Science & Med Tech Committee | Member: $7,500; Chair: $15,000 | Cash; paid annually | |
| 2024 Director compensation earned (Coughlin) | Cash Fees $77,500; Stock Awards (FV) $44,330; Option Awards (FV) $132,990; Total $254,820 | Grants at annual meeting |
- Non-employee director aggregate compensation limit: $750,000 per year; $1,250,000 in year of first appointment (equity valued at grant-date fair value) .
Performance Compensation
| Equity Component | Grant Size (Policy) | Vesting | Performance Metrics |
|---|---|---|---|
| Initial director grant | 29,250 options + 9,750 RSUs | Options: 3-year vest (25% at 1-year, remainder periodically); RSUs: 3-year annual vest | None disclosed for directors; awards are time-based per policy |
| Annual director grant | 19,500 options + 6,500 restricted shares/RSUs | 1-year vest from grant | None disclosed for directors; awards are time-based per policy |
- Change in control treatment for director awards: If service ceases in connection with a Change in Control, outstanding director awards accelerate and become 100% vested at consummation .
- Clawback: Awards subject to Dodd-Frank–compliant clawback policy; plan prohibits repricing of options/SARs without shareholder approval .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Fate Therapeutics, Inc. | Public biotech | No TVTX disclosed transactions; no interlock conflicts disclosed |
| aTyr Pharma, Inc. | Public biotech | No TVTX disclosed transactions; no interlock conflicts disclosed |
| Peloton Therapeutics (sold to Merck) | Prior public biotech | Historical role; no current conflicts |
- Compensation Committee Interlocks: 2024 members included Bruhn, Coughlin, Orwin, Williams-Brinkley; none have been Company officers; no cross-directorships with Company executives reported .
Expertise & Qualifications
- CPA (CA and PA); audit committee financial expert designation; extensive CFO and audit background .
- Industry experience across biopharma finance and operations; selected for financial/audit and public company expertise .
- Education: M.S. International Business (SDSU); B.S. Accounting (Temple University) .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Timothy Coughlin | 159,000 | <1% | Includes 116,500 options vested/vesting within 60 days of March 3, 2025; total shares outstanding 88,757,341 |
| RSUs outstanding (12/31/2024) | 6,500 | n/a | Per director RSU counts at YE 2024 |
| Options outstanding (12/31/2024) | 136,000 | n/a | Per director option counts at YE 2024 |
- Hedging/pledging: Insider Trading Policy prohibits short sales, options, collars, swaps, and other hedging transactions; no pledging disclosed; no related party transactions recorded for Coughlin .
- Director stock ownership guidelines: Must hold ≥3x annual cash retainer (RSUs count, options excluded); all directors have met guidelines .
Governance Assessment
- Strengths: Independent status; Audit Chair with CPA credentials and designated “financial expert” enhances oversight of financial reporting and controls . Time-based equity and reasonable cash retainers with ownership guidelines align director incentives with shareholders . Clawback and anti-repricing provisions; director comp cap; robust committee risk oversight and quarterly reporting . 2024 say-on-pay support at ~95% signals broad investor confidence in compensation governance .
- Watch items: Multiple external board roles can create time demands, though Company guidelines cap total external boards and directors are in compliance; no specific concerns noted for Coughlin in director commitments disclosure . Equity grants are time-based without disclosed performance conditions at director level—common practice but reduces explicit pay-for-performance linkage for directors .