William Rote
About William Rote
William E. Rote, Ph.D., age 62, is Travere Therapeutics’ Chief Research Officer and has served with the Company since February 2017. He previously led clinical development at Ardea Biosciences (AstraZeneca), and held multiple VP roles at Amylin Pharmaceuticals; he was Executive Director, Development at Corvas International. He earned his Ph.D. in Pharmacology and B.S. in Pre‑Medicine from Pennsylvania State University and completed postdoctoral training at the University of Michigan . Company performance during his tenure (illustrative alignment context): net product sales were $198,321k (2020), $210,776k (2021), $200,528k (2022), $127,537k (2023), $226,707k (2024); the value of an initial $100 investment in TVTX was $191.94 (2020), $218.59 (2021), $148.10 (2022), $63.31 (2023), $122.68 (2024) versus peer group $126.42, $126.45, $113.65, $118.87, $118.20 respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ardea Biosciences (AstraZeneca) | Vice President, Clinical Development | Sep 2014–Jul 2016 | Led clinical development; advanced renal and metabolic programs |
| Amylin Pharmaceuticals | VP, Site Head for R&D | Sep 2012–Jul 2014 | Ran R&D site; portfolio execution across diabetes/metabolic |
| Amylin Pharmaceuticals | VP, Research & Product Development | Jan 2010–Sep 2012 | Advanced pipeline and product development initiatives |
| Amylin Pharmaceuticals | VP, Corporate Development, New Ventures | 2007–2010 | Business development and new venture formation |
| Corvas International | Executive Director, Development | Prior to 2003 | Clinical development leadership (years not disclosed) |
External Roles
No external board or committee roles disclosed for Dr. Rote in the latest proxy.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $470,204 | $488,417 | $502,834 |
| Target Cash Incentive ($) | N/A | N/A | $352,800 (2024 STI target) |
| Maximum Cash Incentive ($) | N/A | N/A | $529,200 (2024 STI max) |
| Actual Cash Incentive Paid ($) | $247,275 | $240,100 | $352,800 |
| Employment Agreement Target Bonus % | 50% of base salary (current target per agreement) | 50% of base salary | 50% of base salary (agreement baseline) |
Note: The 2024 STI table shows Dr. Rote’s cash incentive target at $352,800 (≈70% of base salary used in severance tables: $504,000), indicating the Compensation Committee set 2024 targets above the agreement baseline; the agreement establishes a current target percentage but allows annual adjustments by the Compensation Committee .
Performance Compensation
2024 Equity Grants (structure and grant-date values)
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 1/31/2024 | 65,000 | $8.93 | 25% after 1 year, remainder monthly over 3 years | $342,258 |
| RSUs | 1/31/2024 | 25,000 | — | 25% after 1 year, then annual over next 3 years | $223,250 |
| PSUs | 1/31/2024 | 8,500 (target) | — | Vest on specified clinical/regulatory/sales milestones; no vest <12 months; up to +50% additional shares for accelerated timelines; expire 4 years if milestones not achieved | $75,905 |
2024 Short-Term Incentive (STI)
| Element | Target | Actual | Notes |
|---|---|---|---|
| Cash STI | $352,800 | $352,800 | Plan pays 0–150% of target based on corporate goals; weighting & specific metrics not disclosed |
2024 Equity Vesting/Realization
| Category | Shares/Units Vested | Value Realized ($) |
|---|---|---|
| RSUs/PSUs vested in 2024 | 20,272 | $187,479 |
| Options exercised in 2024 | — | — |
PSU performance criteria are tied to clinical, regulatory and/or sales milestones; the plan permits additional 50% shares for accelerated achievement, supporting retention and performance alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 380,132 shares (includes 334,448 options exercisable/vesting within 60 days) |
| Shares Outstanding (for % calc) | 88,757,341 (as of Mar 3, 2025) |
| Ownership % of Outstanding | 0.43% (calculated: 380,132 / 88,757,341) |
| Stock Ownership Guidelines | Executives must hold Company equity equal to ≥1x base salary within five years; all executives have met guidelines |
| Pledging/Hedging | No pledging disclosure noted in the proxy; clawback policy compliant with Dodd‑Frank |
Outstanding Equity Awards at 12/31/2024 (unvested equity exposure)
| Award (Grant) | Exercisable | Unexercisable | Strike ($) | Expiry | Unvested RSUs (#) | Market Value of RSUs ($) | Unearned PSUs (#) | Market/Payout Value of PSUs ($) |
|---|---|---|---|---|---|---|---|---|
| Option (1/31/2024) | — | 65,000 | 8.93 | 1/31/2034 | — | — | — | — |
| RSU (1/31/2024) | — | — | — | — | 25,000 | $435,500 | — | — |
| PSU (1/31/2024) | — | — | — | — | — | — | 8,500 | $148,070 |
| Option (1/31/2023) | 26,114 | 28,386 | 22.40 | 1/31/2033 | — | — | — | — |
| RSU (1/31/2023) | — | — | — | — | 15,188 | $264,575 | — | — |
| Option (1/31/2022) | 28,700 | 10,660 | 27.50 | 1/31/2032 | — | — | — | — |
| PSU (1/31/2022) | — | — | — | — | — | — | 17,840 | $310,773 |
| RSU (1/31/2022) | — | — | — | — | 4,920 | $85,706 | — | — |
| Option (1/21/2021) | 56,302 | 1,198 | 26.88 | 1/21/2031 | — | — | — | — |
| RSU (1/21/2021) | — | — | — | — | 3,750 | $65,325 | — | — |
| Option (1/31/2020) | 55,000 | — | 15.46 | 1/31/2030 | — | — | — | — |
| Option (5/9/2019) | 40,000 | — | 17.96 | 5/9/2029 | — | — | — | — |
| Option (5/10/2018) | 39,000 | — | 25.25 | 5/10/2028 | — | — | — | — |
| Option (2/13/2017) | 60,000 | — | 20.61 | 2/13/2027 | — | — | — | — |
At 12/31/2024 share price $17.42 used for market values .
Awards Granted Under 2018 Plan (cumulative through 3/3/2025)
| Name/Position | Number of awards granted (#) |
|---|---|
| William E. Rote, Ph.D., Chief Research Officer | 593,040 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | Entered Feb 13, 2017; amended Apr 11, 2017 |
| Base Salary & Bonus | Annual base salary; discretionary annual bonus determined by Compensation Committee; current target set at 50% of base salary per agreement (subject to adjustment) |
| At‑Will Status | Employed at‑will; executive officers serve at Board discretion |
| Severance (non‑CIC) | 1.0x base salary + target bonus, paid over 12 months; up to 12 months COBRA; equity acceleration equal to 12 months of continued service vesting |
| Change‑in‑Control (double‑trigger) | 1.5x base salary + target bonus (lump sum); up to 18 months COBRA; full acceleration of all outstanding stock awards |
| Potential Payments (illustrative at 12/31/2024) | Termination without cause/constructive termination (non‑CIC): Severance $756,000; Accrued comp $66,901; Stock awards $1,028,515; Medical $32,878; Total $1,884,294 . CIC double‑trigger: Severance $1,134,000; Accrued comp $66,901; Stock awards $1,861,799; Medical $49,317; Total $3,112,017 |
| Clawback | Dodd‑Frank compliant incentive compensation recoupment policy |
| Ownership Guidelines | ≥1x base salary in equity within five years; executives in compliance |
Company Performance Context (Pay vs Performance disclosure)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – TVTX | $191.94 | $218.59 | $148.10 | $63.31 | $122.68 |
| Value of $100 Investment – Peer Group (NASDAQ Biotech Index) | $126.42 | $126.45 | $113.65 | $118.87 | $118.20 |
| Net Product Sales (USD Thousands) | $198,321 | $210,776 | $200,528 | $127,537 | $226,707 |
| Net Loss (USD Thousands) | $(169,431) | $(180,091) | $(278,482) | $(111,399) | $(321,545) |
Insider Selling Pressure Indicators
- 2024: No option exercises; RSUs/PSUs vested 20,272 shares with $187,479 realized value, indicating limited potential sell pressure beyond tax withholding on vesting .
- Significant unvested RSUs/PSUs and unexercisable options suggest forward‑looking retention hooks; PSUs require milestone achievement and do not vest before 12 months .
Compensation Structure Observations
- Mix trend: For 2022–2024, annual equity awards for Dr. Rote were substantial (Stock Awards $761,200 in 2022; $648,327 in 2023; $299,155 in 2024; Option Awards $538,929 in 2022; $656,747 in 2023; $342,258 in 2024), with cash STI rising in 2024 ($352,800), reflecting performance and retention priorities .
- Shift in equity vehicles: Combination of options (time‑based), RSUs (time‑based), and PSUs (milestone‑based) used; PSUs include accelerated vesting potential (+50% shares) for faster timelines, indicating emphasis on clinical/regulatory execution .
- Ownership alignment: Compliance with 1x salary ownership guideline; beneficial ownership at 0.43% of outstanding shares, with large option exposure, aligns incentives to long‑term stock appreciation .
- Governance protections: Moderate severance (1.0x) and CIC (1.5x) cash multiples with equity acceleration; clawback policy in place .
Investment Implications
- Execution alignment: PSU design tied to clinical/regulatory/sales milestones with no vesting before 12 months and potential incremental shares for accelerated timelines reinforces focus on value‑creating catalysts; substantial unvested PSUs/RSUs supports retention and may limit discretionary selling near-term .
- Pay‑for‑performance: 2024 STI paid at $352,800 alongside equity grants sized to role and market data suggests compensation responsive to corporate objectives; however, detailed metric weightings are not disclosed, limiting granularity of pay‑for‑performance assessment .
- Change‑in‑control economics: Double‑trigger CIC provides 1.5x cash and full equity acceleration, creating potential windfall at deal close; investors should consider this in M&A scenarios as it may influence retention and decision-making incentives around strategic alternatives .
- Ownership and potential supply: With no option exercises in 2024 and ongoing RSU/PSU vesting cadence, insider supply is most likely to come from routine tax withholding on vest dates rather than discretionary sales; option overhang exists but is spread across ten‑year terms and staged vesting .
- Overall: Compensation architecture emphasizes milestone‑driven value creation and retention for a science‑led executive; the presence of clawback and ownership guidelines improves governance quality, while CIC terms are shareholder‑standard but deliver full acceleration, warranting attention in event‑driven strategies .