Marshall Fordyce
About Marshall Fordyce
Marshall Fordyce, M.D., 51, is Vera Therapeutics’ founder, President and CEO, and a director since May 2016. He holds a B.A. in medical anthropology and an M.D. from Harvard, and previously held senior clinical research leadership roles at Gilead Sciences (2011–2016). Pay-versus-performance shows cumulative TSR rising from 79.48 (from a $100 base at 12/31/2022) in 2023 to 218.55 in 2024, while net losses widened from $95,990K to $152,148K; 2024 Compensation Actually Paid (CAP) to the PEO was $31.24M, reflecting equity value changes under SEC methodology .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | Director/Senior Director of Clinical Research | 2011–2016 | Led teams in clinical translation, development, commercialization of new treatments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Albert and Mary Lasker Foundation | Non-executive Director | Since 2012 | Governance for biomedical research philanthropy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 585,638 | 616,250 |
| Annual Base Salary (policy) | — | $620,000 (effective 2/16/2024; increased from $590,000) |
Notes:
- No special perquisites; executives participate in broad-based benefits; 401(k) match available to employees up to $3,000 annually .
- No tax gross-ups; no pensions or nonqualified deferred comp for NEOs in 2024 .
Performance Compensation
| Incentive Design (2024) | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Advancing atacicept IgAN Phase 3 clinical program | 70% | Corporate objectives | Exceeded fundraising/enrollment goals | Board approved 120% of target | Paid early 2025 |
| Advancing atacicept manufacturing for commercial readiness | 20% | Corporate objectives | Achieved | Included in 120% payout | Paid early 2025 |
| Increase awareness of BAFF-APRIL & clinical data | 10% | Corporate objectives | Achieved | Included in 120% payout | Paid early 2025 |
| Cash Bonus Mechanics (2024) | Value |
|---|---|
| Target bonus % (CEO) | 55% of base salary |
| Actual non-equity incentive paid | $409,200 |
| Equity Mix and Grants (2024) | Detail |
|---|---|
| Target LTI vehicle mix | 65% options / 35% RSUs; shift from 100% options pre-2024 |
| 2024 annual option grant | 292,500 options; vest monthly over 4 years |
| 2024 annual RSU grant | 78,750 RSUs; vest 25% on each of Feb 20, 2025–2028 |
Equity Ownership & Alignment
| Ownership Snapshot (Record Date) | Value |
|---|---|
| Total beneficial ownership (shares) | 1,507,074 |
| Ownership % of Class A | 2.3% |
| Direct shares | 65,476 |
| Trust shares (MWF 2024 Annuity Trust; Fordyce as trustee) | 222,030 |
| Options exercisable within 60 days | 1,219,568 |
| Shares outstanding (Class A) | 63,771,720 |
| Outstanding Awards at 12/31/2024 | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | RSUs Unvested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Options (12/16/2020) | 626,551 | — | 2.90 | 12/15/2030 | — | — |
| Options (05/13/2021) | 98,575 | 11,463 | 11.00 | 05/12/2031 | — | — |
| Options (02/16/2022) | 124,775 | 51,379 | 20.94 | 02/15/2032 | — | — |
| Options (02/15/2023) | 206,250 | 243,750 | 7.87 | 02/14/2033 | — | — |
| Options (01/16/2024) | 67,031 | 225,469 | 16.80 | 01/15/2034 | — | — |
| RSUs (01/16/2024) | — | — | — | — | 78,750 | 3,330,338 (at $42.29 close on 12/31/2024) |
Alignment policies:
- Hedging, short selling, margining, and pledging of company stock are prohibited by insider trading policy, reducing misalignment risk .
- CEO receives no additional compensation for board service (employee director) .
Vesting cadence and potential selling pressure:
- RSUs: 19,687 shares vest each Feb 20 from 2025–2028, creating predictable annual supply windows .
- Options: multiple grants vest monthly, implying steady potential 10b-5-1 program activity; exact trading plans not disclosed .
Employment Terms
| Scenario | Cash Severance | COBRA | Equity Treatment | Additional Bonus |
|---|---|---|---|---|
| Terminated without cause or resigns for good reason (outside CoC window) | 12 months of then-current base salary, paid over 12 months | Up to 12 months | No acceleration specified | None |
| Double-trigger within 3 months pre- or 12 months post-change of control + termination w/o cause or good reason resignation | 18 months of base salary, paid over 18 months | Up to 18 months | 100% acceleration of then-unvested equity | Target annual bonus paid in lump sum within 10 business days post-release |
Conditions: Proprietary information obligations and effective irrevocable general release within 21 days of termination .
Board Governance
- Board service: Director since May 2016; does not serve on any standing committees (Audit, Compensation, Nominating) .
- Leadership: Non-executive Chair is Dr. Michael Morrissey; Chair and CEO roles are separated to reinforce independence .
- Independence: Eight of nine directors are independent under Nasdaq rules; committees comprise solely independent directors .
- Activity and oversight: Board met five times in 2024; each member attended at least 75% of Board/committee meetings; independent directors held five executive sessions .
- Director pay policy (for non-employee directors): $40,000 annual cash retainer, incremental committee/Chair retainers; option grants sized by policy with vesting and CoC acceleration; amendments in 2024 and effective 2025 adjusted retainer and grant sizing .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Compensation Actually Paid (PEO) ($) | 1,986,784 | 31,241,665 |
| TSR (Value of $100 initial) ($) | 79.48 | 218.55 |
| Net Income (Loss) ($K) | (95,990) | (152,148) |
Key 2024 operational outcomes driving annual incentives:
- Clinical and operational progress in IgAN Phase 3 atacicept, manufacturing readiness, and data awareness led to 120% payout of target cash incentives .
Multi-year Compensation Summary (CEO)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 585,638 | 616,250 |
| Stock Awards (RSUs grant-date fair value) | — | 1,323,000 |
| Option Awards (grant-date fair value) | 2,519,595 | 3,299,751 |
| Non-Equity Incentive (Annual Cash) | 292,050 | 409,200 |
| Total Compensation | 3,429,733 | 5,648,201 |
Compensation structure shifts:
- Introduction of RSUs in 2024 (35% of LTI mix) reduces downside risk versus prior option-only approach and supports retention amid stock price changes and dilution management .
Compensation Committee & Peer Benchmarking
- Compensation Committee (independent): Enright (Chair), Cheng, Hall; met 4 times in 2024; oversees CEO and executive pay, equity plans, succession and HCM policies .
- Independent consultant: Alpine; 2024 peer group includes 18 therapeutics/biotech comps (e.g., AKRO, ACLX, CRNX, IDYA, SNDX, VTYX) based on therapeutic focus, market cap, headcount, and location .
Investment Implications
- Strong alignment via meaningful personal equity stake (2.3% beneficial ownership) and prohibition on hedging/pledging; monthly option vesting and annual RSU tranches (Feb 20) create predictable potential selling windows, a relevant consideration for short-term trading dynamics .
- Double-trigger CoC protections with full equity acceleration and 18-month severance plus target bonus could increase M&A transaction costs but also secure management continuity; monitor for deal catalysts .
- 2024 incentive payout at 120% reflects execution against clinical and operational milestones; pay mix shifted toward RSUs in 2024 improves retention but modestly lowers at-risk leverage versus pure options, potentially dampening sensitivity to upside .
- Despite improved TSR, losses widened; CAP methodology inflates reported “pay actually paid” due to equity value changes—assess future pay outcomes versus clinical/regulatory milestones to gauge sustainability of alignment .