Marlan Walker
TherapeuticsMDAbout Marlan Walker
Marlan D. Walker is Chief Executive Officer of TherapeuticsMD (TXMD). He became CEO in December 2022 after serving as General Counsel (since March 2016) and previously Chief Development Officer (April 2018–December 2019) and Corporate/IP Counsel (June 2013–March 2016). He is 51 and holds a J.D. (Arizona State University), an LL.M. in IP Law (George Washington University), and a Master’s in Molecular Biology and a B.S. (Brigham Young University) . TXMD’s pay-versus-performance disclosure shows the value of a hypothetical $100 investment in TXMD fell to $3.72 in 2023 and net income was $(10,278) thousand in 2023 (vs. $111,997 thousand in 2022), contextualizing operating and shareholder outcomes during the company’s transition to a royalty model .
Past Roles
| Organization | Role | Years | Strategic impact / focus |
|---|---|---|---|
| TherapeuticsMD (TXMD) | Chief Executive Officer | Dec 2022–present | Leads strategic direction and day-to-day performance . |
| TherapeuticsMD (TXMD) | General Counsel | Mar 2016–Dec 2022 | Managed legal issues and risk across life sciences disciplines . |
| TherapeuticsMD (TXMD) | Chief Development Officer | Apr 2018–Dec 2019 | Executive role during product development initiatives . |
| TherapeuticsMD (TXMD) | Corporate & IP Counsel | Jun 2013–Mar 2016 | Long-term portfolio strategy, patent prosecution, Hatch‑Waxman matters . |
| Kilpatrick Townsend & Stockton | Attorney | Feb 2013 | IP and life sciences legal practice . |
| Valeant (acquirer of Medicis) | — | Dec 2012 (Medicis acquired) | Context to prior in-house role at Medicis . |
| Medicis Pharmaceutical Corp. | Intellectual Property Counsel | Jun 2011–Dec 2012 | In-house IP counsel . |
| Luce Forward Hamilton & Scripps | Attorney | Mar 2009–Feb 2013 | Legal practice in IP/transactions . |
| Greenberg Traurig, LLP | Attorney | Aug 2005–Mar 2009 | Legal practice in IP/transactions . |
External Roles
No external directorships or positions for Mr. Walker are disclosed in the executive officer biography in TXMD’s proxy filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 476,462 | 500,000 |
| Target Annual Bonus (% of Salary) | 50% | 50% |
| Cash Bonus ($) | 176,535 (retention bonus) | — |
| Non‑Equity Incentive Plan Compensation ($) | — | 250,000 |
| All Other Compensation ($) | 8,420 | 9,174 |
| Total ($) | 1,019,817 | 759,174 |
Notes:
- Employment agreement: base salary increased from $428,000 to $500,000 effective April 15, 2023, with a $20,909 lump-sum bonus; target short‑term incentive is 50% of salary . Benefits/perquisites are minimal and broadly consistent with employee programs .
Performance Compensation
Annual Cash Incentive
| Element | 2023 | 2024 |
|---|---|---|
| Target (% of salary) | 50% | 50% |
| Actual payout ($) | — | 250,000 |
| Metric disclosure | Not specified in proxy (amounts reflect annual performance-targeted plan) | Not specified in proxy (amounts reflect annual performance-targeted plan) |
Equity Awards and Vesting
| Award type | Grant date | Shares/Options | Key terms | Vesting status/value |
|---|---|---|---|---|
| RSUs | 03/23/2022 | 1,733 | Time-based | Vested 03/23/2025; value at 12/31/2024: $1,490 (based on $0.86 close) |
| PSUs | 03/31/2022 | 5,200 (max) | Performance-based (metrics not specified) | Vested 04/05/2025; value at 12/31/2024: $4,472 (based on $0.86 close) |
| Stock Options | 07/30/2019 | 4,000 (exercisable) | $109.00 strike; expire 07/30/2029 | Fully exercisable at 12/31/2024 |
| RSUs | 2023 | 70,000 | One-time grant; grant-date FV $358,400 | Vested 06/30/2023 per employment agreement |
Notes:
- 2024: no new stock awards for Mr. Walker in the Summary Compensation Table .
- Equity plan inventory as of 12/31/2024 shows 1,733 RSUs and 5,200 PSUs outstanding under plans; PSUs vest based on performance goals (0–5,200) .
Equity Ownership & Alignment
| As-of date | Direct shares | RSUs (vested but unsettled) | PSUs (vested but unsettled) | Options (exercisable) | Total beneficial ownership | % of class | Shares outstanding |
|---|---|---|---|---|---|---|---|
| Oct 20, 2025 | 73,639 | 1,733 | 5,200 | 4,000 | 84,572 | * (<1%) | 11,574,362 |
Policies and controls:
- Anti‑hedging and anti‑pledging: directors, officers, and employees are prohibited from hedging or pledging TXMD securities, including short sales, derivatives, and margin pledges .
- Clawback: compensation recovery policy adopted in 2023 consistent with SEC and Nasdaq rules .
- Section 16 compliance: the company reports all required insider filings were timely for 2024 .
Employment Terms
- Agreement history: Amended and restated employment agreement effective December 18, 2018; amended October 15, 2021; December 30, 2022; February 21, 2023; and December 17, 2024 .
- Compensation terms: base salary $500,000 since April 15, 2023; target STI 50% of salary; 70,000 RSUs vested June 30, 2023; minimal perquisites .
- Restrictive covenants: non‑compete and non‑solicit obligations tied to severance eligibility .
Severance and Change‑of‑Control Economics (illustrative amounts as of 12/31/2024)
| Scenario | Cash severance ($) | Equity acceleration ($) | Notes |
|---|---|---|---|
| Termination without good cause / with good reason (no change in control) | 1,178,362 | 5,962 | 18 months salary; 1.5x target bonus; continued benefits; PTO and prior-year earned STI; subject to non‑compete/non‑solicit and release . |
| Termination without good cause / with good reason following a change in control | 1,176,575 | 5,962 | “Double‑trigger” within 12 months post‑CoC; 18 months salary; 1.5x target bonus; additional terms as above . |
| Death or disability | 250,000 | 5,962 | Pro‑rated target bonus; immediate vesting of time‑based equity; lump‑sum PTO; release requirement for disability . |
Other benefits programs:
- No defined benefit pension; no nonqualified deferred compensation .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Value of $100 investment (Company TSR) | $29.75 | $9.24 | $3.72 |
| Net Income (USD thousands) | (172,415) | 111,997 | (10,278) |
Context and notable events:
- Company transformation: TXMD transitioned to a pharmaceutical royalty company with executive team reductions completed by December 31, 2022; Mr. Walker remained and became CEO in December 2022 .
- CEO certifications: Mr. Walker certifies the Q3 2025 10‑Q under Section 302, asserting fair presentation and effective controls .
Governance, Say‑on‑Pay, and Policies
- Say‑on‑Pay proposal and frequency: Board recommends an annual say‑on‑pay vote; proxy slate presented to shareholders (with frequency recommendation of “1 year”) . Next say‑on‑pay vote expected at the 2026 annual meeting .
- Compensation philosophy emphasizes long‑term stock‑based incentives to align executives with shareholders .
Investment Implications
- Alignment and mix: 2024 compensation skewed more to cash (no new equity awards; $250k STI payout vs. $0 stock awards), following a large 2023 RSU grant; this may reduce direct equity sensitivity year‑over‑year while still preserving equity exposure via prior RSUs/PSUs/options .
- Retention and CoC protections: Severance of 18 months salary plus 1.5x target bonus (double‑trigger within 12 months post‑CoC) offers moderate protection and could support continuity through strategic events without creating outsized golden parachute risk .
- Selling pressure: Anti‑hedging/anti‑pledging rules limit leverage‑driven selling; vested‑but‑unsettled RSUs/PSUs (6,933 total) indicate potential settlement flow but not necessarily secondary‑market sales; options are deeply out‑of‑the‑money at a $109 strike, limiting exercise‑driven sales pressure near term .
- Ownership scale: Mr. Walker’s beneficial ownership is <1% (84,572 shares vs. 11.57M outstanding), suggesting limited absolute “skin‑in‑the‑game” but with continued equity exposure through prior awards; adherence to clawback and insider compliance policies mitigates governance risk .
- Execution context: The steeply negative TSR through 2023 and volatile earnings during the business model transition underscore execution risk; 2024/2025 compensation structures should be monitored for how they tie to forward royalty cash flows and cost discipline given the transformation .