Rami Elghandour
About Rami Elghandour
Rami Elghandour is President, Chief Executive Officer, and Chairman of ACLX (Arcellx, Inc.), serving since January 2021. He is 46, holds an MBA from Wharton and a BS in Electrical and Computer Engineering from Rutgers, and previously led roles at Nevro Corp., Johnson & Johnson Development Corporation (JJDC), and Advanced Neuromodulation Systems . Under his tenure, Arcellx executed its IPO, formed a transformational partnership with Kite (Gilead), completed enrollment and delivered positive data in the pivotal iMMagine-1 trial, initiated iMMagine-3, and advanced multiple pipeline programs while maintaining a 99% manufacturing success rate and strong culture recognition in 2024 . Performance indicators during his tenure include a 2024 total shareholder return of 38% versus a peer average of -22%, and reported net income of -$107.3 million for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced Neuromodulation Systems, Inc. | Led firmware design/dev on implantable neurostimulators | 2001–2006 | Technical leadership in implantable device firmware |
| Johnson & Johnson Development Corporation (JJDC) | Managed venture investments; served on private company boards | 2008–2012 | Led investments, portfolio strategy; board roles at portfolio companies |
| Nevro Corp. | President, Chief Business Officer, CEO; Board Member | 2012–2019; Board 2016–2019 | Senior operating and governance roles in medical devices |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nevro Corp. | Board Member | May 2016–Mar 2019 | Board-level oversight during scaling phase |
| Various private companies (JJDC portfolio) | Director | 2008–2012 | Governance and strategic guidance as JJDC representative |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 565,000 | 600,960 | 653,288 |
| Discretionary Bonus ($) | 450,588 | 330,000 | 546,000 |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
Current 2025 terms: Base salary $720,000 and target bonus 60% of base salary .
Performance Compensation
| Metric | Weight | Target | Actual/Status | Payout Impact |
|---|---|---|---|---|
| Budgetary Goals | 15% | Meet budget; milestone execution | Met; $68 million clinical milestone from Kite for iMMagine-1 enrollment | Contributed to payout |
| Manufacturing Goals | 35% | Technical transfer to Kite | Completed; FDA-cleared transfer; 99% manufacturing success rate | Contributed to payout |
| Clinical Program Goals | 50% | Complete iMMagine-1 enrollment; advance earlier-line study | Completed enrollment; positive ASH data; Kite infused first patient in iMMagine-3 | Contributed to payout |
| Stretch Goals | Up to +50% | Pipeline/launch readiness | Achieved 40% of stretch (MG Phase 1 initiation; BLA readiness activities) | Total payout 140% of target |
Annual bonus payout for 2024: 140% of target; CEO received $546,000 .
2024 Equity Awards (time-based)
| Award Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Option Strike ($) | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | 1/2/2024 | 255,965 | 10,850,152 | 1/48 monthly over 4 years | 56.15 | 1/2/2034 |
| RSUs | 1/2/2024 | 166,377 | 9,342,069 | 1/3 annually over 3 years | — | — |
CEO Performance RSU Awards (value-creation linked)
| Award | Grant | Shares | Performance Thresholds | Measurement Framework | Vested on 2/27/2025 |
|---|---|---|---|---|---|
| 2021 Performance RSU (amended 12/7/2021) | 6/9/2021 | 952,804 | Company value: $2.5B = 1/6 vest; $5.0B = 100% vest; linear interpolation | Measured at change-in-control or semi-annually (Jun 30, Dec 31) based on market cap minus cash/marketable securities, 60-day average price | 668,416 shares vested (measured as of 12/31/2024) |
| 2023 Performance RSU | 1/3/2023 | 495,000 | Same thresholds as above | Measured semi-annually (Jun 30, Dec 31) | 347,255 shares vested (measured as of 12/31/2024) |
Notes: The 2023 CEO Performance RSU was part of the original employment offer to be granted at IPO; it was deferred from 2022 and granted in January 2023 due to equity pool constraints during the market downturn, with vesting tied to substantial company value creation .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,056,763 | 6.91% of shares outstanding |
| Direct shares | 1,164,857 | Excludes RSUs |
| Options exercisable within 60 days | 2,891,906 | Included in beneficial ownership |
| RSUs outstanding (to be settled) | 1,015,671 | Performance/time-based RSUs outstanding |
| Option exercises in 2024 | 0 | CEO did not exercise options in 2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy | No hedging or pledging of company stock permitted |
Employment Terms
| Term | CEO Terms |
|---|---|
| Employment start date | January 2021 |
| Employment status | At-will; confirmatory offer letter at IPO |
| Current base salary (2025) | $720,000 |
| Target bonus (2025) | 60% of base salary |
| CIC severance | Double-trigger: 24 months base salary + 200% target bonus; up to 24 months COBRA; 100% acceleration of time-based equity; performance awards per agreement |
| Non-CIC severance | 12 months base salary + 100% target bonus; 12 months COBRA; pro-rated target bonus; partial acceleration of time-based equity over 24 months for CEO |
| Clawback policy | Adopted Sept 2023; mandatory recovery of incentive compensation upon restatement |
| Tax gross-ups | None; 280G cut-back to maximize after-tax benefit |
| Single vs double trigger | No single-trigger severance payments; benefits require qualifying termination around CIC |
Board Governance and Director Service
- Board role: Chairman since 2021; CEO is the only non-independent director; all other seven directors are independent under Nasdaq .
- Board leadership: No Lead Independent Director; the board holds closed sessions without management and executive sessions without the CEO; feedback is delivered via an independent director; committees conduct assessments and the board is highly engaged .
- Committees: CEO is not a member; audit (Lubner—chair, Behbahani, Galligan), compensation (Carroll—chair, Patel, Lubner), governance & nominating (Behbahani—chair, Carroll, Ware, Myers) .
- Attendance: Board held four meetings in 2024; all directors attended ≥75% of board and committee meetings; among current directors, all attended all applicable meetings except one missed board meeting by one director .
- Director compensation: As an executive, Elghandour does not receive separate director compensation .
Dual-role implications: The combined CEO/Chair role is justified by the board for decisive leadership and clear accountability; mitigations include executive sessions and governance practices, but absence of a formal Lead Independent Director can draw investor scrutiny on independence .
Compensation Peer Group and Benchmarking
- Peer group (FY2024 decisions): Akero, Allogene, Arcus, Arrowhead, Arvinas, Beam, Cerevel, CRISPR, Denali, Intellia, Lyell, Morphic, Pliant, Relay, Replimune, Revolution Medicines, Vaxcyte, Zentalis .
- Target market positioning: 50th percentile for total cash; 75th–90th percentile for long-term incentive compensation; committee uses Meridian as independent consultant .
Say-on-Pay & Shareholder Feedback
| Item | Result | Notes |
|---|---|---|
| Say-on-Pay approval (2024 meeting) | 56.4% in favor (excluding abstentions and broker non-votes) | Prompted outreach to top holders |
| Engagement scope | Contacted top 15 holders (79.5% of shares); 7 holders met (55.0% of shares) | Discussed compensation context and governance |
| CEO 2023 grant context | One-time deferred performance RSU tied to Enterprise Value ($5B for full vesting); granted when equity pool allowed | Performance RSUs vest only with substantial value creation |
Performance & Track Record
- 2024 execution: Completed iMMagine-1 enrollment; positive ASH oral presentation; 99% manufacturing success; initiated iMMagine-3; advanced AML program (ACLX-002) and MG Phase 1; operated to budget with Kite milestone receipt; progressed BLA readiness and launch preparation .
- Culture and scaling: Recognized as a Great Place to Work® and for culture and leadership; team size ~170 with diversity highlights across the organization .
- Shareholder returns: 2024 TSR 38% vs peer average -22%; value-adjusted burn rates below ISS benchmark; efficient equity usage to support retention and performance .
- Financials: Net income reported -$107.3 million (2024), -$70.7 million (2023), -$188.7 million (2022) .
Director Compensation (for completeness)
- Non-employee director policy: Annual cash retainers and stock option awards; initial option grant ($600,000 fair value) and annual option grant ($300,000 fair value) with vesting schedules; change-in-control acceleration applies to director awards .
- Executives as directors: Elghandour received no director compensation in 2024 .
Equity Award Structure Signals
- Shift toward RSUs: Company is shifting toward more RSUs for higher retentive value and lower equity burn versus mixed option/RSU awards until substantial enterprise value expansion (~3x) .
- Option repricing note (historical): Initial CEO option exercise price amended from $8.65 to $6.28 in 2021; options include early-exercise provisions .
Risk Indicators & Policies
- Hedging/pledging banned; clawback adopted September 2023 for restatements; no excise tax gross-ups; no single-trigger CIC severance .
- Related party context: Collaboration/license and stock agreements with Kite/Gilead; Gilead ~12.2% holder as of April 4, 2025 .
- Section 16 compliance: 2024 late Form 4s were for non-employee directors due to administrative error; no CEO delinquency noted .
- 2024 option exercises: CEO had none; CFO and CMO exercised .
Investment Implications
- Alignment: Large vested and unvested equity and performance-linked RSUs directly tie CEO outcomes to enterprise value creation; hedging/pledging prohibitions and clawback support alignment .
- Retention risk: Multi-year vesting (1/48 monthly for options; 1/3 annual for RSUs) plus substantial performance RSU hurdles and competitive LTI positioning (75th–90th percentile) reduce near-term flight risk .
- Selling pressure: Significant performance RSU vesting occurred on Feb 27, 2025 (668,416 and 347,255 shares); while CEO had no option exercises in 2024, these vesting events increase deliverable shares and warrant monitoring of future Form 4 filings for potential sales .
- Governance: Combined CEO/Chair without a Lead Independent Director may concern some investors; mitigations via executive sessions and strong committee independence help, but continued engagement and potential future declassification or LID adoption could further strengthen governance optics .
- Pay-for-performance: 2024 bonus plan tied to pivotal operational outcomes delivered 140% payout; Say-on-Pay support at 56.4% suggests investors want more transparency and context, which the company addressed in 2025 proxy .