Tage Honore
Vanda PharmaceuticalsAbout Tage Honoré
Independent Class I Director at Vanda Pharmaceuticals since March 2023; age 74 as of the April 15, 2025 record date. Scientific leader with deep neuropharmacology and drug development expertise; President of Aestus Partners (since 2004) and Head of Pharmaceutical Development at Avicenna Biosciences (since 2020). Education: Master of Science (Pharmaceutical Science), Ph.D. (Medicinal Chemistry), and D.Sc. (Neuropharmacology), University of Copenhagen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aestus Therapeutics Inc. | Founder, President & CEO | 2006–2015 | Company filed Chapter 7 bankruptcy (Nov 17, 2015); trustee final report (Feb 2019) – governance risk context . |
| Novartis AG | Various executive/advisory roles | Not disclosed | Drug development leadership . |
| Novo Nordisk A/S | Various executive/advisory roles | Not disclosed | Therapeutic area expertise . |
| Purdue Pharma L.P. | Various executive/advisory roles | Not disclosed | Industry experience . |
| Alterna Therapeutics Inc.; Mitochondria in Motion, Inc.; MAA Laboratories, Inc.; Dep-Xplora Aps; Zthera LLC | Executive/advisory roles | Not disclosed | Broad biotech network . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aestus Partners, LLC | President | Since Nov 2004 | Life sciences advisory . |
| Avicenna Biosciences, Inc. | Head of Pharmaceutical Development | Since 2020 | Private biotech . |
| Neuropathix, Inc. | Advisory Board Member | Not disclosed | External advisory . |
| Evrys Bio, LLC | Advisory Board Member | Not disclosed | External advisory . |
| Charcot-Marie-Tooth Association | Advisory Board Member | Not disclosed | Non-profit/industry interface . |
| Other public company boards (last 5 years) | — | — | None . |
Board Governance
- Independence: Board determined Tage Honoré is independent under SEC and Nasdaq standards .
- Committees (2024): Compensation Committee (member); Nominating/Corporate Governance Committee (member). Committee chairs: Compensation—Anne S. Ward; Nominating—Phaedra S. Chrousos .
- Committee meeting cadence (2024): Compensation—6; Nominating—6; Audit—10; all members of these committees independent .
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board and assigned committee meetings .
- Majority vote/resignation policy: Tendered conditional resignation if not receiving majority of votes; Board may accept based on Nominating/Corporate Governance Committee recommendation .
- 2025 Election Outcome: Honoré re-elected—Votes For: 31,262,409; Against: 7,517,197; Abstain: 132,668; Broker Non-Votes: 7,665,542 .
- Say-on-Pay (context signal): 2024 support ~79% per proxy; 2025 advisory vote For: 28,585,892; Against: 10,084,117; Abstain: 242,265; Broker Non-Votes: 7,665,542 .
Fixed Compensation
| Component | Amount/Structure | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Cash Retainer | $50,000 | Paid quarterly | Non-employee director program . |
| Lead Independent Director/Chairman Add’l Retainer | $30,000 | Paid quarterly | If Chairman is non-employee . |
| Committee Chair Retainers | Audit: $25,000; Comp: $20,000; Nominating: $15,000 | Paid quarterly | . |
| Committee Member Retainers (non-chair) | Audit: $15,000; Comp: $10,000; Nominating: $7,500 | Paid quarterly | . |
| Initial Equity Grant | RSUs—$390,000 grant date value | 4 equal annual installments | Subject to plan terms . |
| Annual Equity Grant | RSUs—$260,000 grant date value | 100% vest at 1-year anniversary | Granted following each annual meeting . |
| 2024 Fees (Honoré) | $60,037 | — | Director-specific cash for 2024 . |
- Equity form change: In June 2024, director equity moved from options+RSUs to all RSUs, aligning with Feb 2024 change for employees .
- Anti-hedging/anti-pledging: Applies to directors and employees .
Performance Compensation
Directors do not have performance-based pay metrics; equity is time-based RSUs post-2024 change. Change-in-control provisions: unvested RSUs become fully vested upon change in control or termination due to death .
Director Compensation (Honoré) – Year-over-Year
| Year | Fees Earned (Cash) | RSU Awards (Grant-date FV) | Option Awards (Grant-date FV) | Total |
|---|---|---|---|---|
| 2023 | $39,934 | $281,243 | $281,248 | $602,425 |
| 2024 | $60,037 | $112,499 | $112,497 | $285,033 |
- Commentary: 2023 reflects initial grant; 2024 totals declined as program standardized to annual grants and transitioned to RSUs only mid-year .
Other Directorships & Interlocks
- Public company directorships (past 5 years): None .
- Compensation Committee Interlocks: None; members not officers/employees; no Item 404 related party relationships .
Expertise & Qualifications
- Advanced scientific training (M.Sc., Ph.D., D.Sc.) with broad therapeutic area experience; executive/advisory roles across major pharma and biotech; current leadership in development functions .
- Independence and multi-committee engagement support governance quality .
Equity Ownership
| Item | Value | As-of | Notes |
|---|---|---|---|
| Shares Outstanding | 58,933,982 | April 15, 2025 | Record Date . |
| Beneficial Ownership (Honoré) | 150,352 | April 15, 2025 | Includes options exercisable within 60 days. |
| Ownership % | <1% | April 15, 2025 | Reported as less than one percent. |
| Options Exercisable within 60 days | 99,312 | April 15, 2025 | Included in beneficial ownership calc. |
| Options Not Exercisable within 60 days | 23,502 | April 15, 2025 | Excluded from beneficial ownership. |
| RSUs not vesting within 60 days | 13,204 | April 15, 2025 | Excluded from beneficial ownership. |
| RSUs Outstanding | 40,335 | Dec 31, 2024 | Director equity position snapshot. |
| Options Outstanding | 122,814 | Dec 31, 2024 | Director equity position snapshot. |
| Vested Options (Dec 31, 2024) | 56,393 | Dec 31, 2024 | Portion vested at year-end 2024. |
- Anti-hedging/anti-pledging policy applies; no pledging disclosed for Honoré (note: a separate pledge disclosed for another director, not Honoré) .
Governance Assessment
- Strengths: Independent status; service on two key committees; compliant attendance; majority independent Board with structured committee oversight; robust anti-hedging/anti-pledging policy; majority voting with conditional resignation enhances accountability .
- Alignment: Director pay comprises modest cash plus time-based equity; 2024 program shift to RSUs reduces option repricing risk and simplifies equity incentives .
- Shareholder signals: 2025 re-election received strong support; say-on-pay approval passed in 2024 and 2025, though 2024 approval was 79% (monitor trend) .
- Conflicts/Related-Party: No Item 404 transactions since appointment; indemnification consistent with peers .
- RED FLAGS: Prior bankruptcy at Aestus Therapeutics (CEO during 2015 filing) warrants awareness for risk vetting, though unrelated to VNDA operations .
Notes on Committee Assignments and Engagement
- Compensation Committee: Member; met 6 times in 2024; advised by independent consultant (Willis Towers Watson); no interlocks or insider participation concerns .
- Nominating/Corporate Governance Committee: Member; met 6 times in 2024; oversees ESG and director nominations; applies independence and conflict checks in director selection .
- Executive sessions: Independent directors meet regularly; presided by Lead Independent Director .
Overall, Honoré presents as an independent, technically strong director with active committee participation and compliant attendance; the prior bankruptcy association is a historical governance risk note but no related-party exposure at VNDA is disclosed, and his re-election support indicates current investor confidence .