Vanda Pharmaceuticals Inc. Announces Executive Compensation Decisions and Equity Awards (Feb 2026)
Key Highlights:
- Vanda Pharmaceuticals Inc. (NASDAQ: VNDA) has disclosed new executive compensation figures and significant equity awards for its senior leadership for fiscal year 2026.
- The Compensation Committee approved both annual base salaries and bonus targets for the twelve-month period ending December 31, 2026.
- Additionally, the Compensation Committee granted substantial Restricted Stock Unit (RSU) and Performance Restricted Stock Unit (PSU) awards under the Amended and Restated 2016 Equity Incentive Plan.
- Performance metrics for PSUs are tied to relative Total Shareholder Return (TSR), with payout levels ranging from 0% to 150% of the target award based on percentile ranking.
Executive Compensation Details
| Name |
Position |
2026 Base Salary |
2026 Bonus Target (% of Salary) |
2026 Bonus Target (\$) |
| Mihael H. Polymeropoulos, M.D. |
President, CEO, Chairman |
\$834,326 |
80% |
\$667,461 |
| Kevin Moran |
SVP, CFO, Treasurer |
\$272,129 |
45% |
\$122,458 |
| Gunther Birznieks |
SVP, Business Development |
\$281,686 |
45% |
\$126,759 |
| Timothy Williams |
SVP, General Counsel, Secretary |
\$272,129 |
45% |
\$122,458 |
| Joakim Wijkstrom |
SVP, Chief Marketing Officer |
\$596,990 |
45% |
\$268,646 |
Shareholder Impact:
The new compensation packages may affect investor sentiment, especially given the scale of both base salaries and bonus targets for the CEO and other named executive officers.
2026 Equity Awards: RSUs & PSUs
| Name |
Position |
Number of RSUs |
Target Number of PSUs |
| Mihael H. Polymeropoulos, M.D. |
President, CEO, Chairman |
525,000 |
175,000 |
| Kevin Moran |
SVP, CFO, Treasurer |
125,000 |
40,000 |
| Gunther Birznieks |
SVP, Business Development |
125,000 |
40,000 |
| Joakim Wijkstrom |
SVP, Chief Marketing Officer |
125,000 |
40,000 |
| Timothy Williams |
SVP, General Counsel, Secretary |
125,000 |
40,000 |
- RSUs will vest in four equal annual installments, subject to continued employment.
- PSUs are subject to performance metrics, specifically relative TSR. Maximum payout can reach up to 150% of the target based on company performance compared to peers.
- Payouts for PSUs are as follows: Below 25th percentile (0% payout), 25th percentile (50%), 50th percentile (100%), 75th percentile or above (150%).
Plan Terms and Shareholder Protections
- All awards are governed by the Amended and Restated 2016 Equity Incentive Plan.
- Shares issued under RSU/PSU awards are subject to vesting, performance, and clawback/recoupment policies.
- Executive awards are subject to withholding taxes, and the company may use “net settlement” or “same day sale” methods to cover withholding obligations.
- RSUs/PSUs are non-transferable and carry no voting or dividend rights until settled as shares.
Potential Share Price Sensitivity:
The grant of significant equity awards to senior management is a price-sensitive event, as it may signal confidence in future company performance or dilute existing shareholdings if vesting occurs. Additionally, the performance-based PSU structure incentivizes management to deliver strong TSR relative to industry peers, which may be viewed positively by investors. However, the large size of grants, especially to the CEO, may raise concerns about dilution or executive pay levels.
Other Noteworthy Details
- Vanda Pharmaceuticals is not classified as an “emerging growth company” under SEC rules.
- All new awards and compensation changes are effective for the 2026 fiscal year.
- Shareholders should review the full award agreements and plan documents for further information, as referenced in SEC filings.
Disclaimer:
This article is for informational purposes only and does not constitute investment advice. Investors should review official SEC filings and consult with financial advisors before making any investment decisions. The information presented is based on publicly available filings by Vanda Pharmaceuticals Inc. as of February 2026 and may be subject to change.
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