Phaedra Chrousos
Vanda PharmaceuticalsAbout Phaedra S. Chrousos
Independent Class III director at Vanda Pharmaceuticals since October 2019; age 45. She is currently Chief Operating Officer of Space Leasing International (Libra Group subsidiary), and previously served as Chief Strategy Officer and Chief Innovation Officer at Libra Group; she also held senior roles in the U.S. government and founded a health-tech startup later acquired by Vitals.com. Education: B.A. (Georgetown University), M.Sc. (London School of Economics), M.B.A. (Columbia Business School). The Board has affirmatively determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Services Administration (U.S.) | Associate Administrator; Founding Commissioner, Technology Transformation Service | Jun 2014–Jul 2016 | Led digital transformation initiatives within federal government |
| HealthLeap (acquired by Vitals.com) | Co-founder; President | Sep 2009–Dec 2010 | Built patient-doctor communication platform; exit in ~10 months |
| Vitals.com | Vice President (responsible for HealthLeap) | Dec 2010–Nov 2011 | Integrated acquired asset into broader platform |
| Boston Consulting Group; The World Bank | Consultant | Not disclosed | Strategy and development experience (years not specified) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Space Leasing International (Libra Group subsidiary) | Chief Operating Officer | Current | Oversees owning and leasing aerospace assets |
| Libra Group | Chief Strategy Officer | Nov 2018–Mar 2025 | Group active across aviation, energy, hospitality, real estate, shipping, diversified investments |
| Libra Group | Chief Innovation Officer | Oct 2016–Oct 2018 | Innovation leadership across portfolio |
| Non-profits (e.g., Beeck Center at Georgetown; maternal mental health foundation) | Board member | Current | Social impact and innovation advisory roles |
| Advisory boards (ventures/funds at tech-government nexus) | Advisor | Current | Technology and public-sector interface |
| Public company boards | None | — | No other public directorships in past five years |
Board Governance
- Committee assignments (as of Dec 31, 2024):
- Nominating/Corporate Governance Committee: Chair; met 6 times in 2024
- Audit Committee: Member; met 10 times in 2024
- Independence: Board determined Ms. Chrousos is independent; all board committees are fully independent .
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings held during their service period .
- Lead Independent Director and executive sessions: Independent directors meet in regular executive sessions presided by the Lead Independent Director (Richard W. Dugan) .
Fixed Compensation
| Item | 2024 Amount | Source |
|---|---|---|
| Director cash fees (actual) | $77,912 | |
| RSU awards (grant-date fair value, actual) | $112,499 | |
| Option awards (grant-date fair value, actual) | $112,497 | |
| Total 2024 director compensation | $302,908 |
Policy framework (effective amendments June 2024):
- Annual cash retainer: $50,000
- Committee fees:
- Chair, Nominating/Corporate Governance: +$15,000
- Member, Audit: +$15,000
- Lead Independent Director/Chairman: +$30,000 (if non-employee chair)
- Equity compensation:
- Initial grant: RSUs $390,000 grant-date value; vests in 4 annual tranches
- Annual grant: RSUs $260,000 grant-date value; vests 100% after one year
- Change in control: Unvested director RSUs fully vest upon a change in control or death
Performance Compensation
- Director equity is time-based RSUs; no performance-based (TSR/financial metric) conditions are disclosed for directors .
- Company-wide policies impacting incentive integrity:
- Executive clawback policy amended April 24, 2025 covering incentive-based equity and cash and certain time-vested equity upon accounting restatement .
- Anti-hedging/anti-pledging policy applies to all employees and directors .
Other Directorships & Interlocks
| Category | Entity | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | None | — | No public interlocks disclosed |
| Non-profit boards | Beeck Center; maternal mental health foundation | Director | Governance-focused external engagement |
| Corporate roles (Libra Group) | Space Leasing International (COO); Libra Group (former CSO/CIO) | Executive | No related-party transactions involving Ms. Chrousos disclosed by Vanda |
Expertise & Qualifications
- Technology and public-sector transformation experience; entrepreneurship in health tech; strategy and innovation across diversified industries .
- Academic credentials spanning business and social sciences (Georgetown, LSE, Columbia) .
- Board leadership: Chair of Nominating/Corporate Governance; oversight of ESG initiatives and governance practices .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 227,994 | Includes options exercisable within 60 days |
| Ownership % of outstanding | <1% | Based on 58,933,982 shares outstanding |
| Options exercisable within 60 days | 163,869 | Included in beneficial ownership |
| Options outstanding (total) | 163,869 | 123,667 vested as of Dec 31, 2024 |
| RSUs outstanding (unvested) | 21,887 | None vested as of Dec 31, 2024 |
| Shares pledged | Not disclosed for Ms. Chrousos | Anti-pledging policy in place; pledge noted only for Dr. Mitchell |
Governance Assessment
- Strengths:
- Independent director; chairs Nominating/Corporate Governance with explicit ESG oversight; member of Audit Committee—positions central to board effectiveness and oversight .
- Attendance at least 75%; Board and committees met frequently (Board 15; Audit 10; Nominating 6), indicating active engagement .
- Director pay structure mixes cash and time-based RSUs; annual grants standardized by policy; change-in-control vesting for directors is disclosed—transparent alignment and retention .
- Company-level investor signals: anti-hedging/anti-pledging policy; annual Say-on-Pay with 79% approval in 2024 .
- Potential concerns/monitoring points:
- Broader related-party environment (CEO family members employed with material compensation) underscores need for strong independent oversight; no related-party transactions involving Ms. Chrousos were disclosed .
- Director equity is not performance-based; alignment relies on time-based RSUs rather than financial/TSR metrics .
- Independence status: Affirmed by the Board; committees fully independent .
RED FLAGS
- Related party environment at the company level: multiple family-member employment relationships with material compensation require vigilant independent oversight by Audit and Nominating Committees; while not involving Ms. Chrousos directly, it is a governance risk to monitor .
- No director performance-based equity metrics: RSUs vest by time; consider whether enhancing metric-linked director equity is appropriate for alignment in contested or low-support environments .
Additional Company Compensation Context (Benchmarking)
- 2025 executive compensation peer group retained/added companies include ACADIA, Agios, Amarin, Amicus, Coherus, Corcept, Enanta, FibroGen, Intra-Cellular Therapies, Ironwood, Lexicon, Omeros, Pacira, Puma, Supernus, Travere, and Sage; several prior peers removed due to size/criteria changes (Intercept acquired; Eagle criteria; PTC exceeds ranges) .
- Say-on-Pay approval 2024: 79% of votes cast supported NEO compensation .
Notes on data coverage: Vanda’s proxy does not disclose director-specific ownership guidelines, hedging/pledging exceptions for Ms. Chrousos, or director performance metrics. Insider trading tables are not included here due to lack of Form 4 data in the retrieved documents; no Form 4s for Ms. Chrousos were identified in the 2025 proxy. If needed, I can source Form 4 filings and add an insider trades table in a follow-up.