Elizabeth Barrett
About Elizabeth Barrett
Elizabeth “Liz” Barrett, age 62, has served as President, Chief Executive Officer, and a director of UroGen Pharma Ltd. since January 2019; she holds an MBA from Saint Joseph’s University and a B.S. from the University of Louisiana . Under her tenure, UroGen achieved FDA approval for UGN‑102 (now Zusduri) on June 12, 2025 and grew 2024 Jelmyto net product revenue to $90.4M from $82.7M in 2023, while remaining loss‑making (2024 net loss $(126.9)M) . Total shareholder return for 2024 (value of $100 investment) was $111.99, down from $157.73 in 2023 (reflecting volatility typical of commercial‑stage biotech) . She is the only non‑independent director on UroGen’s seven‑member board; the Chair is independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Novartis Oncology | Chief Executive Officer; member of Novartis Executive Committee | 2018 | Led Novartis’ global oncology business prior to joining UroGen . |
| Pfizer Inc. | Global President, Oncology; President, Global Innovative Pharma, Europe; President, Specialty Care Business Unit, North America; Regional President, U.S. Oncology | Not disclosed | Senior leadership across global and U.S. businesses, scaling commercial execution in oncology and specialty care . |
| Cephalon Inc. | VP & General Manager, Oncology Business Unit | Not disclosed | Ran oncology business unit operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sage Therapeutics, Inc. | Director | Since 2019 | Public biotech directorship . |
| Allogene Therapeutics, Inc. | Director | Since 2021 | Public biotech directorship; UroGen’s Board Chair (Arie Belldegrun) is Executive Chairman of Allogene, indicating a network interlock . |
Board Service at UroGen (Governance Highlights)
- Director since January 2019; non‑independent (executive) director; Board Chair is independent (Arie Belldegrun) .
- Committee memberships: Not listed on Audit, Compensation, Nominating & Corporate Governance, or Compliance Committees (those are composed of independent directors) .
- Board met eight times in 2024; all directors/committee members attended at least 75% of meetings; independent directors held five executive sessions in 2024 .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Actual Cash Incentive Paid ($) |
|---|---|---|---|
| 2023 | 794,243 | 50% (target post‑2020 until increased for 2024) | 479,620 |
| 2024 | 831,342 | 75% (increased effective 2024) | 529,981 (85% of target) |
Notes:
- 2024 corporate cash incentives were approved at 85% of target for the CEO; her target was 75% of base for 2024 .
- 2024 total reported compensation (Summary Compensation Table): $4,149,858 (stock awards drove the majority) .
Performance Compensation
2024 Annual Bonus Plan (metrics, weightings, achievement, payout)
| Metric (Core vs Stretch) | Weighting | Target | Actual | Payout impact |
|---|---|---|---|---|
| FDA acceptance of UGN‑102 NDA by Oct 31, 2024 (Core) | 65% | Acceptance by 10/31/24 | Achieved (acceptance in Oct 2024) | Contributed toward payout |
| 2024 Revenue: $100M (Core) | 35% | $100M | Not achieved | Negative impact |
| Exceed $100M revenue by 10/20/30% (Stretch) | 5/10/15% (max 15%) | >$110M / $120M / $130M | Not achieved | 0% |
| Accelerated FDA acceptance by 30/60/90 days (Stretch) | 10/15/25% (max 25%) | Early acceptance | Not achieved | 0% |
| Strategic partnership/BD deal (Stretch) | 20% | Execute deal | Achieved (multiple collaborations on RTGel) | Positive impact |
| Overall CEO payout | — | — | — | 85% of target |
2024–2025 Equity Incentives (CEO)
| Award Type | Grant Date | Quantity | Vesting/Performance | Status |
|---|---|---|---|---|
| RSUs | 1/31/2024 | 87,615 | Vest in equal annual installments over 3 years from vesting commencement date (standard company practice for 2024 grants) | In progress |
| PSUs | 1/31/2024 | 87,615 | Vest upon first commercial sale of Zusduri (UGN‑102) | Condition achieved; PSUs now vested following 6/12/2025 approval and first sale timeline (vesting condition “now vested”) |
Additional design:
- 2025 officer PSUs include a net product sales target for Zusduri, further linking pay to commercial execution .
- No CEO stock options were granted in 2024; prior option grants remain outstanding (various strike prices/terms) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,032,456 shares (2.2% of outstanding) . |
| Composition | 326,691 ordinary shares owned plus 705,765 shares issuable within 60 days upon exercise or settlement of equity awards . |
| Vested vs unvested | The 705,765 count reflects awards exercisable/settling within 60 days; remaining unvested not included in this figure . |
| Hedging/pledging | Insider Trading Policy prohibits short sales, options, hedging transactions, and margin accounts; designed to protect long‑term alignment . |
| Ownership guidelines | Not disclosed. |
| Overhang context | Equity plan prohibits repricing without shareholder approval and disallows single‑trigger change‑in‑control acceleration; evergreen not used (fixed share pool) . |
Employment Terms
| Term | CEO Agreement Detail |
|---|---|
| Start date | January 3, 2019 . |
| Initial economics | $300,000 sign‑on bonus (clawback if departure before 1/3/2020 for cause/without good reason); initial base salary $700,000; 2019 bonus up to 100% with 50% guaranteed; target 50% thereafter until increased to 75% starting 2024 . |
| Current target bonus | 75% of base salary (effective 2024) . |
| Equity | Annual equity mix includes RSUs, PSUs (and historically options); 2024 CEO awards: 87,615 RSUs and 87,615 PSUs (PSUs vest on first commercial sale of Zusduri) . |
| Severance (non‑CIC) | If terminated without cause/for good reason/death/disability: 12 months base salary; prorated target bonus for year of termination (with any individual component deemed achieved); prior year unpaid bonus; equity acceleration of portions scheduled to vest within 12 months; 12 months COBRA reimbursement (subject to release) . |
| Change‑in‑Control (CIC) | Double‑trigger within 3 months prior to or 24 months post‑CIC: 100% vesting of all unvested equity; lump sum 18 months base salary + 100% of current target bonus; 18 months COBRA reimbursement (subject to release) . |
| Clawback | Company‑wide recoupment policy adopted under SEC/Nasdaq rules (Section 10D) . |
| Non‑compete/Non‑solicit/Confidentiality | Employment and invention assignment agreements prohibit competition, employee solicitation, and disclosure of confidential information . |
| Hedging policy | Prohibits short sales, options, hedging, and margin accounts for insiders . |
| Excise tax gross‑ups | None provided . |
Compensation Structure Analysis
- Pay‑for‑performance linkage strengthened: 2024 CEO equity was split between RSUs and PSUs, with PSUs vesting on Zusduri commercialization; 2025 officer PSUs add a net sales target for Zusduri, increasing operational alignment .
- Cash vs equity mix: 2024 total CEO pay was $4.15M vs $4.64M in 2023, with equity awards the primary driver; CEO 2024 total direct compensation positioned ~20th percentile of peer group (non‑CEO executives ~15th percentile) .
- Annual bonus rigor: 2024 payout at 85% of target reflects FDA acceptance and BD progress, offset by missing ambitious revenue targets, indicating calibration against measurable outcomes .
- Equity plan capacity and limits: 2025 proposals raise CEO initial/annual equity award caps to 600,000 units and request 2.75M additional shares for the 2017 Plan; plan bars repricing and single‑trigger CIC, which mitigates governance risk albeit with potential dilution .
- Say‑on‑pay support improved to >87% in 2024 after shareholder engagement, reducing near‑term vote risk .
Director Service and Compensation (Dual‑Role Implications)
- As CEO and director, Barrett is not independent; however, UroGen mitigates concentration of power with an independent Chair (Belldegrun) and fully independent key committees (Audit, Compensation, Nominating & Governance, Compliance) .
- Non‑employee director pay policy (cash retainers and options/RSUs) applies only to non‑employee directors; Barrett’s compensation is solely under the executive program (she does not appear in the non‑employee director compensation table), avoiding double‑compensation risk .
- Board meeting cadence/attendance and independent executive sessions (five in 2024) support oversight despite the dual role .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR: $100 initial investment (year-end) | $93.27 | $157.73 | $111.99 |
| Net Income (Loss) ($) | (109,783,000) | (102,244,000) | (126,874,000) |
| Jelmyto Net Product Revenue ($) | — | 82,700,000 | 90,400,000 |
Selected achievements under Barrett:
- FDA approval of UGN‑102 (Zusduri) on 6/12/2025 after 2024 NDA acceptance; pivotal trial supported strong DOR in responders .
- Multiple RTGel collaborations; licensed next‑generation mitomycin formulations; restructured Pharmakon facility for up to $100M; $123.6M equity raise in June 2024 .
Equity Ownership & Plan Context (Additional Detail)
- Beneficial owners >5% include RTW, RA Capital, Cowen FP, BlackRock, Soleus, indicating sophisticated biotech holders .
- Overhang at 6/30/2025: 2.32M options (WAS $25.97), 1.65M full‑value awards outstanding; 406,156 shares available under 2017 Plan; share price $13.70 on 6/30/2025 .
- 2025 proposal increases 2017 Plan reserve by 2.75M shares; no evergreen; no dividends on unvested awards; clawback applies .
Compensation Peer Group and Say‑on‑Pay
- Peer benchmarking by Compensia used companies such as Arcus, IDEAYA, Rigel, Syndax, Tango, Xencor (among others) to set pay positioning and structure .
- 2024 say‑on‑pay passed with >87% approval after engagement, reflecting improved shareholder alignment .
Risk Indicators & Related‑Party Context
- Hedging, pledging/margin prohibited; options not repriced; no excise tax gross‑ups; clawback policy in force—positive governance signals .
- Related‑party transaction note: UroGen’s 2025 asset purchase from IconOVir included economic interests for entities affiliated with the Board Chair (approx. 28.3% of purchase consideration), underscoring the importance of robust independent oversight (not tied to Barrett specifically) .
- Section 16 compliance: noted minor late Form 4 filings by other insiders in 2024; no enforcement issues disclosed .
Investment Implications
- Alignment and retention: Barrett’s package ties a substantial portion of value to regulatory and commercial milestones (PSUs on approval/first sale and 2025 sales target), with robust CIC double‑trigger protections and 12‑month non‑CIC equity acceleration—supportive of retention through early commercialization .
- Near‑term supply dynamics: 2024 PSUs vested upon Zusduri’s first sale; along with time‑based RSUs vesting annually over three years, this creates periodic settlement that could add modest selling pressure windows typical for mid‑cap biotech exec teams .
- Governance quality: Independent chair, independent committees, improved say‑on‑pay vote, no hedging/pledging/gross‑ups, and anti‑repricing features lower governance risk despite CEO‑director dual role .
- Dilution/pay inflation watch: 2025 proposals raise CEO equity award caps and share reserve; monitor grant cadence and burn vs. commercial traction to ensure pay‑for‑performance balance and manage overhang .
- Execution focus: 2024 bonus outcomes show rigor (missed revenue target, achieved regulatory and BD goals); 2025 PSUs linked to Zusduri sales concentrate incentives on launch execution—key driver of value creation and compensation outcomes .