Lance Kurata
About Lance Kurata
Lance Kurata, 55, has served as Chief Legal Officer of Arcturus Therapeutics since August 2020. He is a seasoned technology transactions and corporate attorney with prior partner roles at Mintz and Fish & Richardson and earlier practice at Brobeck; he holds a B.A. from UCLA and a J.D. from Stanford Law School . Company performance during his tenure includes commercialization milestones for KOSTAIVE and strong shareholder support on executive pay (say‑on‑pay approval of 94.9% in 2024) , while pay‑versus‑performance shows 2024 TSR at 156.12 and net income of $(80.9) million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC | Partner; Chair, West Coast Technology Transactions | Pre‑2020 | Led technology transactions practice supporting collaborations, financings, M&A, and governance |
| Fish & Richardson | Partner, Corporate Group; Nationwide Head, Technology Transactions | 2002–2006 | Ran technology transactions practice, executing strategic deals |
| Brobeck, Phleger & Harrison | Corporate Attorney | 1996–2002 | Focused on collaborations, financings, M&A, and corporate governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles or external directorships disclosed for Mr. Kurata in the proxy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 435,000 | 500,000 | 500,000 |
| Target Bonus (%) | 40% | 40% | 40% |
| Target Bonus ($) | 174,000 (40% of $435,000) | 200,000 (40% of $500,000) | 200,000 (40% of $500,000) |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company corporate objectives (pipeline, regulatory approvals, collaboration delivery, non‑dilutive funds, operations/compliance) | Not formally weighted | $200,000 | $180,000 | 90% of target | Paid after year‑end performance assessment |
| Design Notes | No formulaic weighting; qualitative assessment against objectives (e.g., KOSTAIVE approvals; Phase 1/2 progress; BARDA‑funded avian flu trial; budget/SOX/SEC compliance) | — | — | — | — | — |
Equity Awards (Long‑Term Incentives)
| Grant Date | Instrument | Shares | Exercise Price ($) | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 12/16/2024 | Stock Options | 60,000 | 16.24 | 807,000 | 25% at 1‑year anniversary; remainder in 36 equal monthly installments |
Outstanding Equity Awards (as of 12/31/2024)
| Options | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Grant A | 90,000 | — | 58.91 | 8/10/2030 |
| Grant B | 25,000 | — | 99.29 | 12/18/2030 |
| Grant C | 37,500 | 12,500 | 34.57 | 12/10/2031 |
| Grant D | 62,500 | 62,500 | 16.92 | 12/9/2032 |
| Grant E | 18,750 | 56,250 | 28.88 | 12/15/2033 |
| Grant F | — | 60,000 | 16.24 | 12/16/2034 |
| Vesting Footnote | — | — | — | Option awards vest 25% at year one, then monthly over 36 months |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 265,000 shares (via options exercisable within 60 days); <1% of shares outstanding |
| Beneficial ownership calculation basis | Exercisable within 60 days included; unvested options excluded |
| Shares outstanding reference | 27,120,603 as of April 14, 2025 record date (company‑level) |
| Hedging/Pledging | Prohibited for officers and employees (no hedging, short sales, or pledging on margin) |
| Ownership guidelines | Executive stock ownership guidelines not disclosed in proxy – |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Dated July 10, 2020 (Chief Legal Officer) |
| Base Salary | $500,000 |
| Target Bonus | Up to 40% of base salary, subject to Board/Comp Committee criteria |
| Severance (no change‑of‑control) | 12 months base salary; pro‑rata annual bonus; up to 12 months COBRA |
| Change‑of‑Control (double‑trigger) | 12 months base salary; target annual bonus; pro‑rata target bonus; up to 12 months COBRA; accelerated vesting of unvested options/time‑based equity |
| Clawback | Nasdaq‑compliant compensation recovery policy for erroneous incentive pay; three prior fiscal years |
| Restrictive covenants | Non‑solicitation and non‑disparagement required to receive severance under Severance Policy |
| Cash severance and benefits (as‑modeled 12/31/2024) | Involuntary termination or resignation for good reason: Cash $680,000; Health/Welfare $9,100; accelerated vesting upon qualifying termination in CoC: $2,715,200 |
Multi‑Year Compensation Summary (NEO disclosure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 435,000 | 500,000 | 500,000 |
| Bonus ($) | 304,500 | 100,000 | 180,000 |
| Option Awards ($) | 442,500 | 1,495,000 | 807,000 |
| Total ($) | 1,182,000 | 2,095,000 | 1,487,000 |
Compensation Structure Analysis
- Pay‑for‑performance orientation: NEO long‑term incentives are exclusively stock options; no RSUs/PSUs granted to NEOs in 2024, aligning value to future share price appreciation .
- Conservative cash posture: 2024 salaries were frozen; cash compensation at/below peer medians; equity award values below peer medians .
- Double‑trigger CoC equity vesting only; no single‑trigger acceleration; no option repricing allowed under equity plans .
- Modest perquisites; no funded pension/SERP; standard 401(k) match policy .
- Independent comp consultant (FW Cook) engaged; peer groups refreshed to reflect commercial stage context .
Related Party Transactions and Governance Indicators
- Related party transactions: None >$120,000 in 2024 beyond standard compensation .
- Legal proceedings: No director/officer legal proceedings requiring disclosure per Regulation S‑K 103(c)(2) or 401(f) .
- Hedging/pledging: Prohibited for insiders .
- Say‑on‑pay support: 94.9% approval in 2024 .
- Equity overhang and plan governance: Shareholder‑approved 2019 Plan amended in 2024; options outstanding and plan shares disclosed .
Compensation Peer Group (context used by Comp Committee)
- 2024 equity decisions and 2025 cash decisions referenced a peer set including ACADIA, Blueprint, Coherus, Collegium, Corcept, Dynavax, Heron, Insmed, Ironwood, Novavax, PTC, Travere, Ultragenyx, Vanda, Vir Biotechnology .
Investment Implications
- Alignment: Kurata’s incentive mix skews to multi‑year, at‑risk stock options with standard 4‑year schedules and long‑dated expirations through 2034, supporting retention while tying value to share price performance .
- Selling pressure: The 12/16/2024 grant has a 25% cliff vest on 12/16/2025 and monthly thereafter; upcoming vesting tranches may add incremental supply, though insider trading policy and blackout windows apply .
- Change‑of‑control economics: Double‑trigger acceleration plus one‑year salary and target bonus mitigate retention risk in strategic scenarios but can concentrate option value at transaction close (modeled accelerated vesting value $2.72 million as of 12/31/2024) .
- Governance strength: High say‑on‑pay support, clawback adoption, prohibition on hedging/pledging, absence of repricing, and modest perqs reduce red‑flag risk .
- Execution context: 2024 milestones in vaccines and rare disease programs underpin the qualitative bonus framework; lack of formulaic metrics limits mechanical predictability of cash payouts but provides Board discretion tied to strategic progress .