Padmanabh Chivukula
About Padmanabh Chivukula
Dr. Padmanabh “Pad” Chivukula is ARCT’s Chief Scientific Officer and Chief Operating Officer and has served in these roles since 2013. He is 46 and holds a Ph.D. in Pharmaceutical Chemistry from the University of Utah with specialization in nanoparticle technology, with prior experience as Group Leader and Chief Scientist at Nitto Denko (2008–2013), leading polymeric RNAi research . In 2024, his target bonus was 50% of base salary ($275,000) and paid at 83% of target ($228,000), reflecting qualitative corporate goals across pipeline, vaccines, collaboration, funding, and operations . Company performance context: ARCT ended 2020 at $43.38 per share and disclosed one-, two-, and three-year annual returns of 299%, 209%, and 76%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nitto Denko Corporation | Group Leader; Chief Scientist | 2008–2013 | Led polymeric RNAi research; >15 years in drug delivery and therapeutic development |
External Roles
- The executive bio section does not list external board or public company directorships for Dr. Chivukula .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Target Bonus (% of Salary) |
|---|---|---|---|
| 2022 | 525,000 | 262,500 | 50% |
| 2023 | 550,000 | 275,000 | 50% |
| 2024 | 550,000 | 275,000 | 50% |
- 2023→2024 base salary changes: ARCT disclosed no change for Dr. Chivukula (remained at $550,000) .
Performance Compensation
| Year | Metric Set | Weighting | Target ($) | Actual ($) | Payout (% of Target) | Vesting Mechanics (Equity) |
|---|---|---|---|---|---|---|
| 2024 | Corporate objectives: therapeutics pipeline (ARCT‑810, ARCT‑032), partnered vaccines (Kostaive COVID, flu programs), collaboration mgmt, non‑dilutive funds ($100M target), operations (budget, SEC/SOX, compliance, IP) | Not formally weighted; qualitative committee judgment | 275,000 | 228,000 | 83% | Stock options vest 25% at first anniversary; remainder in 36 equal monthly installments |
| 2023 | Corporate objectives including COVID vaccine progress and non‑dilutive funding | Not formally weighted; qualitative committee judgment | 275,000 | 137,500 | 25% | Stock options vest 25% at first anniversary; remainder in 36 equal monthly installments |
| 2020 | Corporate objectives were fully met (100%) with 50% discretionary uplift; bonuses paid at 150% of target | Not formally weighted; qualitative committee judgment | 160,000 | 240,000 (150% of $160,000) | 150% | Options awarded in 2020, vesting 25% at first anniversary; remainder monthly over 36 months |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding |
|---|---|---|
| Pad Chivukula | 914,709 | 3.3% |
- Hedging/pledging policy: ARCT prohibits employee/director hedging, short sales, derivative trading, and pledging shares on margin .
- No option exercises or restricted stock vesting by NEOs during 2024 .
Outstanding Equity Awards (as of 12/31/2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock option (grant 2018/2020 mix) | 80,000 | — | 8.00 | 8/24/2028 |
| Stock option | 40,000 | — | 4.99 | 2/7/2029 |
| Stock option | 60,000 | — | 14.12 | 2/18/2030 |
| Stock option | 100,000 | — | 99.29 | 12/18/2030 |
| Stock option | 63,750 | 21,250 | 34.57 | 12/10/2031 |
| Stock option | 62,500 | 62,500 | 16.92 | 12/9/2032 |
| Stock option | 31,250 | 93,750 | 28.88 | 12/15/2033 |
| Stock option | — | 60,000 | 16.24 | 12/16/2034 |
- 2024 annual grant: 60,000 options on 12/16/2024 at $16.24 exercise price; grant date fair value $807,000 .
Employment Terms
- Employment Agreement (entered June 13, 2019): Base salary and target bonus initially set at $370,000 and up to 40% of salary; subsequently increased to $525,000 and 50%; current disclosed base salary $550,000 and bonus target 50% .
- Severance (no change‑in‑control): 12 months base salary continuation, pro‑rata annual bonus, and COBRA premium payment up to 12 months .
- Change‑in‑Control (double trigger): Lump sum equal to one year’s base salary, target annual bonus, pro‑rata target bonus; COBRA up to 12 months; time‑based equity vests upon qualifying termination in connection with change‑in‑control or if awards are not assumed, subject to the severance policy .
Potential Payments (as of 12/31/2024 event date)
| Scenario | Cash Severance ($) | Health & Welfare ($) | Accelerated Vesting ($) |
|---|---|---|---|
| Involuntary Termination (without Cause/Good Reason) | 778,000 | 9,100 | — |
| Involuntary Termination in Connection with Change of Control | 778,000 | 9,100 | 2,789,444 |
- Severance policy requires non‑solicitation and non‑disparagement to receive severance; provides equity acceleration only upon termination in connection with CoC or within 18 months after CoC (double trigger) .
- Clawback: ARCT adopted a Nasdaq‑compliant compensation recovery policy to recoup erroneously awarded incentive compensation for current/former executive officers following material noncompliance requiring an accounting restatement (look‑back over three completed fiscal years) .
- Perquisites/retirement: No funded pension/retirement plans; executives participate in standard employee benefits and 401(k); modest perquisites only .
Performance & Track Record
- Tenure and expertise: Serving as CSO/COO since 2013, with deep nanoparticle and RNAi delivery expertise; prior leadership at Nitto Denko .
- Company TSR context (through 2020 year‑end): One‑, two‑, and three‑year annual returns of 299%, 209%, and 76%, respectively; closing price $43.38 at 12/31/2020 .
- 2024 incentive outcomes: Committee judged individual contribution critical; bonuses paid at 83% of target for Dr. Chivukula .
Governance, Policies, and Shareholder Feedback
- Anti‑hedging/anti‑pledging policy for employees/directors .
- Say‑on‑pay support: 94.9% approval at June 2024 annual meeting; prior 72.4% approval at June 2023 meeting .
- Independent compensation consultant engaged by compensation committee; no option repricing without shareholder approval; equity not included in severance calculations .
Investment Implications
- Strong equity alignment: Compensation skews to stock options; no full‑value RSUs granted to NEOs in 2024, aligning pay with stock price appreciation and reducing guaranteed value . Vesting schedules (25% at one year, remainder monthly) create retention incentives while smoothing potential selling pressure .
- Change‑in‑control economics: Double‑trigger acceleration and one‑year salary plus target bonus provide moderate retention and transaction‑certainty without single‑trigger windfalls .
- Ownership and trading risk mitigants: Material personal stake (914,709 shares; 3.3%) with explicit hedging/pledging prohibitions and no 2024 option exercises, limiting leverage‑driven or short‑term selling pressure .
- Pay‑for‑performance linkage: Bonuses determined via qualitative corporate objectives and peer‑aware, below‑median grant values in 2024; clawback policy adds downside accountability, improving alignment with long‑term value creation .