Stephen Mahoney
About Stephen Mahoney
Stephen Mahoney, 54, has served as Viridian Therapeutics’ President, Chief Executive Officer, and a Class III director since October 2023. He holds an MBA and JD from Boston College and a BA from Colorado College, with more than 20 years of global biotech leadership across commercialization, operations, and finance . 2024 corporate performance tied to his incentive plan emphasized TED franchise execution (65% weight), FcRn pipeline progress (20%), capitalization and commercialization readiness (10%), and organizational resilience (5%); all goals were met, driving a 130% of-target annual bonus payout . Viridian’s 2024 say‑on‑pay support was 58%, prompting enhanced disclosures and shareholder engagement in late 2024–early 2025 . The company’s 2024 pay‑versus‑performance TSR index stood at 116.53 for an initial fixed $100 investment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Magenta Therapeutics (now Dianthus Therapeutics) | Chief Financial & Operating Officer; named President during restructuring | Nov 2020–Sep 2023 | Oversaw financial and operational functions during strategic restructuring |
| Kiniksa Pharmaceuticals | President & Chief Operating Officer; Senior Advisor | Aug 2015–Nov 2019; Nov–Dec 2019 | Led operational execution and program advancement |
| Synageva BioPharma | Chief Commercial Officer and other executive roles | Prior to Genzyme role (dates not specified) | Commercial leadership across rare disease portfolio |
| Genzyme | Regional Director, Legal – Asia Pacific Region (following other roles) | Prior to Synageva (dates not specified) | Led Asia-Pacific legal operations |
External Roles
| Organization | Role | Years |
|---|---|---|
| Vesselson, Inc. (private) | Director | Ongoing (as of Apr 25, 2025) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 112,847 | 650,000 |
| Target Bonus % of Salary | 55% | 55% |
| Target Bonus ($) | Not reported | 357,500 |
| Annual Bonus Paid ($) | 63,762 | 464,750 (130% of target) |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | TED franchise milestones (veligrotug Phase 3, VRDN‑003 Phase 3 start, manufacturing/regulatory) | 65% | Milestone completion across development, manufacturing, regulatory | Met (primary/secondary endpoints met in THRIVE/THRIVE‑2; VRDN‑003 Phase 3 initiated) | 130% of target overall bonus | Cash payout for FY2024, paid in 2025 |
| Annual Cash Bonus (2024) | FcRn pipeline milestones (VRDN‑008 NHP data; VRDN‑006 IND) | 20% | Preclinical durability and IND filing | Met (longer half-life and IgG reduction vs efgartigimod; IND submitted) | 130% of target overall bonus | Cash payout for FY2024 |
| Annual Cash Bonus (2024) | Capitalization & commercialization readiness | 10% | Capital raises and runway extension | Met (~$475M raised; runway into H2 2027) | 130% of target overall bonus | Cash payout for FY2024 |
| Annual Cash Bonus (2024) | Organizational resilience | 5% | Defined organizational metrics | Met | 130% of target overall bonus | Cash payout for FY2024 |
| Long-Term Equity | Stock options (inducement grant on hire) | N/A | 1,259,400 options at market price | Granted Oct 30, 2023 | Grant-date fair value $12,302,728 (FY2023) | 25% vest at 1-year cliff, then monthly over 36 months |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 539,268 shares; under 1% of outstanding (81,589,427) |
| Options outstanding (12/31/2024) | 367,325 exercisable; 892,075 unexercisable; strike $13.02; expire 10/30/2033 |
| Option vesting schedule | 25% at first anniversary of 10/30/2023; remainder monthly over next 36 months |
| Hedging/pledging policy | Hedging/short sales prohibited; pledging requires pre‑clearance; Section 16 insiders restricted from derivative transactions |
| Clawback policy | Compliant with Exchange Act Rule 10D‑1 and Nasdaq listing standards (applies to erroneously awarded incentive comp) |
Employment Terms
| Provision | Pre‑Amendment Terms | Amended Change‑in‑Control Terms (Feb 25, 2025) |
|---|---|---|
| Base salary & target bonus | $650,000 base; 55% target bonus | |
| Severance (without cause/good reason) | 18 months base salary; up to 18 months COBRA; 12 months vesting credit on 2023 option (time-based awards) | |
| Change‑in‑control (double trigger) | Full acceleration of time-based equity upon qualifying termination within 1 month before/12 months after CoC; base and COBRA same as above | |
| Amended CoC (2/25/2025) | — | 24 months base salary; up to 24 months COBRA; immediate vesting of all time-based equity; 2x full target annual bonus, paid within 30 days of termination |
| Restrictive covenants | Invention Assignment, Non‑Disclosure, and Business Protection Agreement entered at hire |
Board Governance
- Role: President, CEO, and Class III director; not independent (by virtue of employment) .
- Independent Chairman: Tomas Kiselak; independent directors meet in executive session each regular meeting .
- Committee memberships:
- Audit: Chair Jennifer K. Moses; members Chris Cain and Arlene Morris (all independent) .
- Compensation: Chair Arlene Morris; members Tomas Kiselak and Jennifer K. Moses (all independent) .
- Nominating & Corporate Governance: Chair Chris Cain; members Tomas Kiselak and Arlene Morris (all independent) .
- Science & Technology: Chair Tomas Kiselak; members Chris Cain and Sarah Gheuens (all independent) .
- Board & committee attendance: In 2024, each then‑current director attended ≥75% of Board and committee meetings; Board met 10 times .
- Director compensation: As an employee-director, Mahoney received no additional 2024 director compensation .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay approval | Company response |
|---|---|---|
| 2024 (covering 2023 program) | ~58% approval | Engagement with top 30 holders (84% of shares); meetings with 8 holders; added compensation methodology and metric disclosures in 2025 proxy |
Director Compensation (Non‑Employee Program Context)
- FY2024 non‑employee director compensation examples: Fees earned $47k–$97k and option awards valued at ~$185k per director; Mahoney did not receive board fees as an employee .
Compensation Structure Analysis
- Cash vs equity mix: 2024 featured sizable at‑risk cash (130% payout) and prior inducement equity; no new CEO equity grants in 2024 as 2023 award deemed sufficient .
- Risk controls: Clawback policy in place; no option repricing allowed by plan; hedging/short sales prohibited; pledging tightly controlled .
- Peer benchmarking: Committee uses a biotech peer group updated in Sep 2024; competitive positioning assessed annually with independent consultants (Radford; Compensia) .
Investment Implications
- Alignment: Strong operational goals-to-pay linkage with 2024 outperformance in TED and FcRn driving 130% bonus; long-term equity vests over four years, tying retention to pipeline execution .
- Governance balance: CEO serves on board but is not independent; independent chair and fully independent committees mitigate dual‑role concerns .
- Severance economics: Feb 2025 CoC amendment increases potential cash obligations (24 months base, 2x bonus) and accelerates equity, raising deal‑contingent severance costs; however, double-trigger structure preserves alignment .
- Shareholder sensitivity: Sub‑60% say‑on‑pay underscores scrutiny on dilution and pay design; company responded with enhanced disclosure and engagement amid an 8,000,000‑share equity plan increase approved June 2025 .