Kishor Peter Soparkar
Adverum BiotechnologiesAbout Kishor Peter Soparkar
Kishor Peter Soparkar is Chief Operating Officer (COO) of Adverum Biotechnologies (ADVM) and has served as COO since June 2021; he previously served as Chief Legal Officer from October 2019 to December 2022 . He holds a J.D. from NYU School of Law and a B.A. in economics and politics from Oberlin College . Company-level pay-versus-performance disclosures show Adverum’s total shareholder return (TSR) value of a $100 investment declined to $4.05 as of year-end 2024, contextualizing equity-based incentives during his tenure . Adverum reported key 2024/early-2025 execution milestones (LUNA 52-week and OPTIC 4-year data; ARTEMIS Phase 3 initiation in March 2025), and ended 2024 with $125.7M in cash and investments, guiding funding into 2H 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adverum Biotechnologies | Chief Operating Officer | Since Jun 2021 | Senior operating leadership during transition to Phase 3; part of milestone execution across LUNA/OPTIC and Phase 3 preparation . |
| Adverum Biotechnologies | Chief Legal Officer | Oct 2019–Dec 2022 | Oversaw legal function during clinical and financing activities . |
| Counsyl, Inc. | Chief Legal Officer, Corporate Secretary, Head of HR & Compliance | Jul 2016–Sep 2018 | Led legal/HR for financings, investor interactions, IPO prep, and sale to Myriad Genetics . |
| Jazz Pharmaceuticals plc | Various roles, most recently VP, Associate GC | Nov 2006–Jul 2016 | Senior legal leadership at a global biopharma company . |
| Latham & Watkins | Attorney (London and San Francisco) | Not disclosed | BigLaw training and transactional/regulatory breadth . |
External Roles
No external board or officer roles disclosed for Mr. Soparkar in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 473,200 | 494,494 | 509,300 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 40% |
| Actual Annual Bonus ($) | 172,718 | 168,128 | 203,720 |
Notes:
- 2024 base salary increased ~2.99% vs 2023 per company salary table .
- 2024 annual incentive program paid out at 100% of target based on corporate goals; for Mr. Soparkar this equated to 40% of base salary ($203,720) .
Performance Compensation
Annual cash incentive framework (applies to NEOs including COO):
| Metric (2024) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Ixo-vec clinical/regulatory milestones (LUNA/OPTIC, Phase 3 prep) | 35% | Pre-set annual goals | Company-wide payout 100% of target | Paid after FY assessment |
| CMC advancement for Ixo-vec | 25% | Pre-set annual goals | Included in 100% payout | Annual |
| 7m8 platform/pipeline progress | 10% | Pre-set annual goals | Included in 100% payout | Annual |
| Org/people alignment | 10% | Pre-set annual goals | Included in 100% payout | Annual |
| Financial strength | 20% | Pre-set annual goals | Included in 100% payout | Annual |
Equity awards and milestone structures:
- 2024 annual/refresh stock options (COO):
- Feb 12, 2024 grant: 45,000 options; 25% vest at first anniversary, then monthly over 36 months .
- Aug 2, 2024 company-wide grant: 64,394 options; 1/3 vest at first anniversary of Aug 2, 2024, then monthly over 24 months .
- Performance Stock Options (granted Sept 14, 2022): vested 100% on Nov 25, 2024 upon LUNA final topline certification; a discrete milestone-triggered award .
- Performance Stock Units (PSUs, originally Aug 2021) – unvested portion extended one year (to Aug 6, 2025) as a retention action; tranche structure: (a) 1/3 vested at first Phase 2 dosing; (b) 1/3 vests at first dosing in a potentially registrational trial; (c) 1/3 vests on a transformative strategic transaction (each contingent on Compensation Committee certification and service) .
Compensation mix/structure context:
- Company discloses that ~69% of compensation for non-CEO NEOs was variable/at-risk in 2024, underscoring pay-for-performance design that also applies to the COO’s mix .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 215,871 shares; ~1% of common stock outstanding as of Mar 31, 2025 . |
| Options Outstanding (count, avg strike) | 380,192 options; average exercise price $22.58; average remaining term 8.0 years (as of Mar 31, 2025) . |
| Options by Strike Bucket | 183,144 at ≤$10.14; 122,976 at $10.15–$21.00; 74,072 at >$21.00 (as of Mar 31, 2025) . |
| Exercisable vs Unexercisable (selected lots) | Multiple tranches outstanding; e.g., Feb 12, 2024 and Aug 2, 2024 grants unexercisable until 1st anniversary cliff; legacy performance options vested in Nov 2024; detailed lot schedule provided in Outstanding Equity table . |
| Shares/Vesting in 2024 | No stock vested for NEOs and no option exercises reported during 2024 (company-wide NEO disclosure) . |
| Hedging/Pledging | Company policy prohibits hedging and pledging, improving alignment and reducing collateralization risk . |
Additional ownership/overhang context:
- As of Mar 31, 2025, Adverum reported significant option overhang with many options underwater; for the COO specifically, average option exercise price $22.58 vs $4.37 stock price on Mar 31, 2025, with 183,144 options at or below the 52-week intraday high threshold ($10.14) and 197,048 above that threshold .
Employment Terms
| Scenario | Cash Severance | COBRA | Equity Acceleration | Notes |
|---|---|---|---|---|
| Change-in-Control (CoC) + Qualifying Termination | $509,300 | $40,389 | $34,245 (in-the-money value as of 12/31/24, per SEC method) | Lump sum equal to 12 months base pay for NEOs; up to 12 months healthcare; full acceleration of outstanding equity . |
| Non-CoC Qualifying Termination | $381,975 | $30,292 | — | Salary continuation for nine months and up to nine months healthcare . |
Key terms:
- At-will employment; severance protected by change-in-control and severance agreements .
- Double-trigger acceleration on CoC (termination within 3 months before to 12 months after CoC) provides 12 months’ salary, healthcare, and full equity acceleration for NEOs .
- Company maintains a Dodd-Frank-compliant clawback policy; no recoveries tied to recent restatements since no incentive comp was based on financial reporting measures during the periods affected .
Compensation Structure Analysis
- Underwater options and repricing proposal: As of Mar 31, 2025, ~80% of company options were underwater; the board is seeking shareholder authorization for a one-time repricing of options with strikes above the prior 52-week intraday high (>$10.14), with a 12-month post-repricing service requirement to exercise at the new price; directors and executives (including the COO) could benefit subject to service and plan limits .
- PSU retention modification: The one-year extension of 2021 PSUs (including 14,666 unvested PSUs for the COO) signals retention emphasis while keeping milestone-based vesting intact (Phase 3 first dosing and strategic transaction triggers) .
- Equity plan governance: 2024 Plan prohibits repricing without shareholder approval; 2025 proxy separately seeks explicit shareholder approval for the repricing proposal; the plan includes minimum one-year vesting (with limited carve-outs), no dividends on unvested awards, and clawback application—reducing governance risk .
- Say-on-Pay support improved to 88% in 2024 (vs. 75% in 2023), suggesting increasing shareholder comfort with program design .
Multi-Year Compensation (COO)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Annual Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 473,200 | — | 689,824 | 172,718 | 11,041 | 1,346,784 |
| 2023 | 494,494 | — | 228,040 | 168,128 | 12,362 | 903,024 |
| 2024 | 509,300 | 55,437 (PSU mod incremental FV) | 1,062,124 | 203,720 | 12,597 | 1,843,178 |
Equity Grant Activity (Selected 2024–2025 Detail for COO)
| Date | Type | Shares/Options | Exercise Price | Vesting |
|---|---|---|---|---|
| Feb 12, 2024 | Stock Options | 45,000 | $19.90 | 25% at 1st anniversary; monthly over 36 months thereafter . |
| Aug 2, 2024 | Stock Options | 64,394 | $7.15 | 1/3 at 1st anniversary of Aug 2, 2024; monthly over next 24 months . |
| Sept 14, 2022 | Performance Options | Various (legacy) | $10.90/$12.90 (examples) | Vested 100% on Nov 25, 2024 upon LUNA final topline certification . |
| Aug 2021 | PSUs | 14,666 unvested as of 12/31/24 | — | Tranches: Phase 2 dosing (vested), registrational first dosing (future), strategic transaction; performance window extended to Aug 6, 2025 . |
Governance, Policies, and Related Signals
- Prohibitions on hedging and pledging (reducing misalignment/credit risk) .
- Compensation Committee independence and use of independent consultant (Aon); $150,291 consulting fees in 2024; no conflicts found .
- Company restated prior financials in the 2024 Form 10-K; clawback policy in place but no recoupment triggered given absence of financial-metric-based incentive comp during affected periods .
Investment Implications
- Alignment and retention: A large portion of the COO’s compensation is equity-based and milestone-tied (PSUs, performance options), with company-level disclosure showing ~69% variable pay for NEOs in 2024; this supports alignment but also amplifies retention risk when options are underwater .
- Underwater options and repricing: With his average option strike at $22.58 and the company pursuing a one-time repricing (subject to shareholder approval and a 12-month service condition), there is a credible path to restore option incentive value for retention/capture of upside—investors should weigh dilution/incentive impacts of repricing vs. retention benefits .
- Event-driven triggers: Remaining PSUs include registrational trial first-dosing and a transformative strategic transaction trigger; the company initiated ARTEMIS (Phase 3) in March 2025, suggesting proximity to one tranche’s milestone, but vesting remains contingent on formal criteria and timing risk .
- Governance risk controls: Clawback, prohibition on hedging/pledging, one-year minimum vesting, and say-on-pay improvement (88% support in 2024) mitigate several governance red flags despite the presence of a repricing proposal .
Sources
- 2025 DEF 14A: Executive Officers, Compensation Discussion & Analysis, Plan Proposals, Equity Overhang/Burn, Beneficial Ownership, Clawback and Policies .