Mihael Polymeropoulos
Vanda PharmaceuticalsAbout Mihael Polymeropoulos
Mihael H. Polymeropoulos, M.D., co-founded Vanda and has served as President and Chief Executive Officer since May 2003; he became Chairman of the Board in June 2021. He is 65, holds a degree in Medicine from the University of Patras, and previously led Novartis’s Pharmacogenetics Department and the Gene Mapping Section at the National Human Genome Research Institute, establishing deep credentials in psychiatry, pharmacogenetics, and CNS disorders . Recent company performance under his leadership: 2024 total revenues of $198.8 million, year-end cash and securities of $374.6 million, and net loss of $18.9 million; Say‑on‑Pay support was ~79% in 2024, and an RSU-only equity shift from 2024 emphasizes retention and long-term alignment .
Stockholder Return and Operating Metrics
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 investment (TSR) | $80 | $96 | $45 | $26 | $29 |
| Net Income (Loss) ($mm) | $23.3 | $33.2 | $6.3 | $2.5 | $(18.9) |
| Total Net Product Sales ($mm) | $248.2 | $268.7 | $254.4 | $192.6 | $198.8 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NHGRI, National Human Genome Research Institute | Chief, Gene Mapping Section | 1992–1998 | Led gene mapping research; foundational genomics expertise |
| Novartis AG | VP & Head, Pharmacogenetics Department | 1998–2003 | Built pharmacogenetics capabilities; translational science leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Integrated Molecular Analysis of Genome Expression (IMAGe) Consortium | Co‑founder | N/D | Advanced collaborative genomics research; scientific network effects |
| Other public company boards (past 5 years) | None | — | No external public board commitments disclosed |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | $815,140 | $897,000 | $933,000 | $965,655 (effective Jan 1, 2025) |
| Target Bonus (%) | 80% | 80% | 80% | 80% |
| Actual Cash Incentive ($) | $658,633 | $983,112 | $947,928 | N/A |
Notes:
- 2024 bonus paid at 127% of target, driven by 107% quantitative achievement and 116% qualitative achievement; quantitative portion paid at 149% of target .
Performance Compensation
Annual RSU Grants and Vesting
| Grant Date | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Feb 16, 2024 (for FY2023 comp) | 450,000 | $1,971,000 | 25% on Mar 1, 2025/2026/2027/2028, service-based |
| Feb 18, 2025 (for FY2024 comp) | 450,000 | N/D | 25% on Mar 1, 2026/2027/2028/2029, service-based |
- From 2024 onward, executive equity awards are solely RSUs (no options), aligning retention and long-term shareholder interests via four-year vesting; clawback applies to incentive-based equity and time-based RSUs under the amended policy (Apr 24, 2025) .
Outstanding Option Blocks (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Feb 12, 2016 | 175,000 | — | 7.94 | Feb 11, 2026 |
| Mar 1, 2017 | 275,000 | — | 14.50 | Feb 28, 2027 |
| Feb 28, 2018 | 140,000 | — | 18.85 | Feb 27, 2028 |
| Feb 27, 2019 | 140,000 | — | 20.62 | Feb 26, 2029 |
| Feb 26, 2020 | 140,000 | — (see note) | 11.32 | Feb 25, 2030 |
| Feb 24, 2021 | 263,538 | 11,462 | 20.28 | Feb 23, 2031 |
| Feb 28, 2022 | 194,789 | 80,211 | 11.36 | Feb 27, 2032 |
| Feb 16, 2023 | 126,040 | 148,960 | 7.05 | Feb 15, 2033 |
Note: Options generally vest 25% after 12 months from grant, then monthly over 36 months; closing price was $4.79 on Dec 31, 2024 for valuation references .
Annual Cash Incentive Metric Framework (FY2024)
| Metric Category | Weighting | Targeting/Thresholds | Actual Achievement | Payout vs Target |
|---|---|---|---|---|
| Commercial Revenue | 35% | Min 90%, Max 110% revenue thresholds; midpoint targets | 107% | 149% for quantitative portion |
| IP & Regulatory Innovation | 10% | Qualitative milestones | Included in qualitative | Part of 116% qualitative achievement |
| R&D and Commercial Support | 40% | Clinical/regulatory timelines; product lifecycle actions | Included in qualitative | Part of 116% qualitative achievement |
| Business Development | 10% | Near-term revenue assets evaluation | Included in qualitative | Part of 116% qualitative achievement |
| People, Capabilities & Culture | 5% | Engagement, competencies, hiring | Included in qualitative | Part of 116% qualitative achievement |
| Overall | — | — | — | 127% of target for NEOs |
Equity Ownership & Alignment
| Ownership Measure (as of April 15, 2025 record date) | Amount |
|---|---|
| Beneficial Ownership (shares) | 2,945,102 |
| % of Shares Outstanding | 5.0% |
| Options Exercisable within 60 days | 1,523,121 |
| Options not exercisable within 60 days | 171,879 (excluded from beneficial calc) |
| RSUs not vesting within 60 days | 873,750 (excluded from beneficial calc) |
| Unvested RSUs (counts and market value) | 28,750 ($137,713), 57,500 ($275,425), 86,250 ($413,138), 450,000 ($2,155,500) |
| Anti‑hedging/anti‑pledging policy | Comprehensive ban with limited exceptions |
| Pledged shares | None disclosed for CEO; a director (Mitchell) has 200 shares pledged under legacy exception |
- RSU vesting on March 1 each year (2025–2029 across grants) creates predictable vest dates, potentially concentrating liquidity windows; company-wide policy restricts hedging/pledging to protect alignment .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement dates | Original Feb 2005; amended Dec 16, 2008 and Dec 16, 2010 |
| Current base salary and target bonus | 2025 base salary $965,655; target bonus 80% of base |
| Termination without cause / Good Reason (no change-in-control) | 12 months base salary; lump-sum bonus equal to greater of most recent target or average of prior 3 years; up to 12 months COBRA premiums; +3 months service credit on options; options exercisable for lesser of 6 months post-termination or remaining term |
| Change-in-control definition | M&A, sale of substantially all assets; for other NEOs also board composition or 50% beneficial ownership triggers; CEO’s definition focuses on merger/asset sale |
| Double-trigger change‑in‑control | If terminated without cause or for Good Reason within 24 months post‑CoC, full vesting of all unvested options and RSUs |
| Estimated CoC acceleration value (as of 12/31/2024) | $2,981,775 for options and RSUs unvested and accelerated |
| Clawback | Amended Apr 24, 2025; covers incentive-based equity/cash and time‑based RSUs in restatement scenarios, with 3-year lookback |
| Tax indemnity (excise tax gross‑up) | Company reimburses 4999 excise tax and associated income/excise taxes on reimbursement; at 12/31/2024 estimated scenario, no excise tax/gross‑up payable |
Board Governance
- Roles: President, CEO, and Chairman since June 2021; Director since 2003 .
- Independence: CEO is the only non‑independent director; five of six directors are independent under Nasdaq standards .
- Committees: Audit, Compensation, and Nominating/Governance are fully independent; CEO does not sit on committees but recommends compensation for other executives to the Compensation Committee .
- Dual-role implications: Board determined combined CEO/Chairman is optimal given efficiencies and CEO’s detailed operational knowledge; mitigated by a strong Lead Independent Director (Richard W. Dugan) who sets agendas and presides over executive sessions of independent directors .
- Board activity: 15 meetings in 2024; each director attended ≥75% of meetings for their service period; independent directors hold regular executive sessions .
- Director compensation: CEO receives no additional board fees; non‑employee directors compensated via cash retainers and RSUs (shifted to RSUs in 2024) .
Compensation Structure Analysis
- Mix and trend: 2024 introduced RSU‑only for executives, reducing option exposure and emphasizing retention over price‑appreciation leverage; aligns with median market data and applies clawback across equity and cash .
- Pay‑for‑performance: FY2024 cash incentive paid at 127% of target on balanced quantitative/qualitative criteria; quantitative revenue achieved at 107% with payout at 149% for that portion, indicating strong operating execution despite overall TSR trends .
- Peer group benchmarking: 2025 peer group comprises 17 biopharma peers (e.g., ACADIA, Amarin, Corcept, Ironwood, Sage Therapeutics added; Intercept/Eagle/PTC removed), with compensation positioned around median .
- Shareholder feedback: Say‑on‑Pay approval ~79% in 2024; Compensation Committee monitors and engages on evolving practices .
Say‑on‑Pay & Shareholder Feedback
| Item | 2024 Outcome |
|---|---|
| Say‑on‑Pay Approval | ~79% “FOR” votes |
| Stockholder engagement | Ongoing outreach; feedback incorporated into program design |
Performance & Track Record
- 2024 Operating highlights: Fanapt net product sales $94.3m; HETLIOZ $76.7m; PONVORY $27.8m; NDA submitted for tradipitant (motion sickness); multiple clinical initiations and EMA submissions; Orphan Drug designation for ASO‑based JAK2 inhibitor VGT‑1849A .
- Financial posture: 2024 revenues $198.8m; year‑end cash/securities $374.6m; net loss $18.9m .
- TSR context: Value of $100 investment at $29 in 2024 following multi‑year volatility; compensation actually paid reflects equity value changes as required under SEC rules .
Equity Ownership & Director Service
- Beneficial ownership: CEO holds 2,945,102 shares beneficially (5.0%); significant option holdings and sizable unvested RSUs underscore alignment and retention .
- Pledging/hedging: Company prohibits hedging and pledging; no CEO pledging disclosed; a director has a legacy pledge of 200 shares .
Employment Terms (Severance & CoC Economics)
| Scenario | Estimated Components (12/31/2024 basis) |
|---|---|
| Termination without cause / Good Reason (no CoC) | 12 months base ($933,000), bonus equal to greater of target ($746,400) or 3-year average, up to 12 months COBRA ($30,414), +3 months service credit to options; option exercise window up to 6 months |
| Double-trigger CoC | Full acceleration of unvested options and RSUs; illustrative accelerated value $2,981,775; tax indemnity gross‑up exists but no payment estimated at 12/31/2024 |
Board Governance Details (Committees)
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Richard W. Dugan | Phaedra S. Chrousos; Anne Sempowski Ward | 10 |
| Compensation | Anne Sempowski Ward | Richard W. Dugan; Tage Honoré | 6 |
| Nominating/Governance | Phaedra S. Chrousos | Stephen Ray Mitchell; Tage Honoré | 6 |
Investment Implications
- Alignment and retention: A 5% beneficial stake, substantial unvested RSUs with annual March 1 vesting, and anti‑hedging/anti‑pledging policy support alignment; however, the pivot to RSUs reduces performance leverage versus options and can create predictable supply around vest dates, a potential trading dynamic to monitor .
- Pay‑for‑performance calibration: Cash incentives tightly linked to revenue and pipeline milestones produced 127% payout amid broadened portfolio progress; continued RSU‑only equity may indicate emphasis on retention and stability over high‑beta option incentives .
- Governance risk mitigants: Dual CEO/Chair model is counterbalanced by a robust Lead Independent Director and fully independent committees; Say‑on‑Pay support at 79% suggests investors remain engaged but sensitive to pay/practice evolution and TSR performance .
- Change‑in‑control economics: Double‑trigger acceleration and a legacy excise tax indemnity (gross‑up) for the CEO are shareholder‑unfriendly features; while no gross‑up is currently estimated, their presence elevates CoC payout risk if a transaction occurs .