Fred Aslan
About Fred Aslan
President & CEO of Artiva Biotherapeutics (ARTV); Director since January 2021; age 50. Background: B.S. Biology (Duke), M.D. (Yale), M.B.A. (Harvard). Prior roles include President/Chief Business Officer at Vividion (2018–2020), Founder/CEO of Adavium Medical (2011–2018), and Vice President at Venrock (2006–2013), where he co-founded and served on the board of Receptos Pharmaceuticals; earlier roles at Curagen and BCG . Under his leadership, Artiva prioritized refractory rheumatoid arthritis as lead indication and received FDA Fast Track for AlloNK; over 100 patients treated to date across indications, with initial safety/translational data in autoimmune disease showing deep B-cell depletion and no CRS/ICANS; cash runway into Q2 2027 with $123.0M cash, equivalents, and investments as of 9/30/25; Q3 2025 net loss was $21.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vividion Therapeutics | President & Chief Business Officer | 2018–2020 | Led BD, finance, alliances, product management, ops; scaled pre-IPO biotech platform |
| Adavium Medical | Founder & CEO | 2011–2018 | Built Brazilian medtech/IVD platform; led M&A and commercialization |
| Venrock | Vice President | 2006–2013 | Co-founded and served on Receptos board; venture investing in biotech |
| Curagen | Director Corp Dev & Head IR | — | Oncology-focused BD and investor relations leadership |
| Boston Consulting Group | Consultant | — | Strategy advisory to healthcare clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Receptos Pharmaceuticals | Co-founder; Director | — | Venture-backed biotech later acquired; years not specified in filing |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base Salary ($) | $584,400 | $607,776 | $665,000 effective Jan 1, 2025 |
| Target Annual Bonus (% of salary) | 55% (effective Jan 1, 2022) | 55% | 55% (not changed in proxy) |
| Actual Annual Bonus ($) | $190,463 | $341,528 | — |
Performance Compensation
Annual Cash Incentive (2024 Outcome)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate goals (R&D, clinical, regulatory, manufacturing, capital) | 100% | 55% of salary | 90% corporate achievement; 111% individual multiplier | $341,528 |
2024 goals centered on clinical execution and corporate milestones; Board set achievement at 90% with 111% individual multiplier for Dr. Aslan .
Equity Incentive Awards (Grants and Terms)
| Award Type | Grant Date | Shares/Units | Strike/Value | Vesting | Expiration |
|---|---|---|---|---|---|
| RSU (IPO-related) | 7/11/2024 | 216,655 | $2,599,980 grant-date fair value | 25% vests 8/15/2025; remaining 75% vests quarterly on Feb 15, May 15, Aug 15, Nov 15 over 3 years | N/A |
| Option (IPO +1.5%) | 7/11/2024 | 319,331 | $12.00 | 25% on 1st anniversary of IPO; remainder monthly over 36 months | 7/10/2034 |
| Option (post-IPO) | 5/2/2024 | 113,998 | $13.47 | 25% on 1st anniversary of IPO; remainder monthly over 36 months | 5/1/2034 |
| Option (annual 2024) | 1/24/2024 | 26,449 (6,059 ex./20,390 unex.) | $5.18 | 48 equal monthly installments from 1/1/2024 | 1/23/2034 |
| Legacy Options | 12/18/2020 & 2/24/2021 | 405,166 (various ex./unex.) | $5.00 | 25% at 12 months; 1/48 monthly thereafter | 2030–2031 |
Key plan features and metrics:
- Performance criteria available to the Compensation Committee for equity/performance awards include EPS, EBITDA, TSR, ROE/ROA, margin, revenue growth, cash flow, clinical/regulatory milestones, and more .
- 2024 Equity Incentive Plan share reserve = 7,001,185; evergreen up to 5% of outstanding each Jan 1 through 2034 (Board can set lower) .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (as of 3/31/2025) | 430,671 shares; 1.7% of outstanding |
| Outstanding unvested RSUs | 216,655 units (grant 7/11/2024) |
| Options exercisable (examples as of 12/31/2024) | 49,318; 251,958; 96,384; plus others per table |
| Options unexercisable (examples as of 12/31/2024) | 2,145; 5,361; 20,390; 113,998; 319,331 |
| Hedging/Pledging | Hedging prohibited; pledging requires Board pre-approval and CLO pre-clearance |
Notes on potential selling pressure:
- RSU vesting dates are quarterly (Feb 15, May 15, Aug 15, Nov 15) following an initial 25% vest on 8/15/2025; these are typical liquidity windows subject to trading policy windows and sell-to-cover taxes .
- No explicit disclosure of pledged shares; policy materially restricts hedging/pledging .
Employment Terms
| Term | Details |
|---|---|
| Start date/tenure | CEO since Jan 2021; Director since Jan 2021 |
| Target bonus | 55% of base salary (set effective 1/1/2022) |
| Severance (no CoC) | 12 months base salary + up to 12 months COBRA; 6 months’ additional service credited for vesting, upon termination without cause/good reason resignation (release required) |
| Severance (CoC window) | If within 3 months prior to or 12 months after CoC: 18 months base salary + up to 18 months COBRA + full target bonus for year of termination + full acceleration of service-based equity (release required) |
| Post-termination option exercise | Company-wide amendment (Apr 2023): extends PTEP to 3 years for vested options if employed through 12/31/2024; early termination if competitive “conflict” arises in NK or certain lymphoma programs |
| Clawback | Dodd-Frank compliant policy; SOX 304 compliance noted |
| Insider trading policy | Window trading only; robust restrictions; policy filed as exhibit to 10-K |
Board Governance (Service, Roles, Independence)
- Role on ARTV Board: Class III Director since January 2021; not on Board committees .
- Board structure: Independent, non-executive Chair (Brian Daniels, M.D.); roles of Chair and CEO separated; Board majority independent under Nasdaq standards .
- Committees: Audit (Hougen Chair), Compensation (Daniels Chair), Nominating & Corporate Governance (Stoppel Chair), plus Clinical Strategy, Philanthropic, Technical Operations; executive sessions held regularly, typically at each regular Board meeting .
- Attendance: In 2024, no director attended fewer than 75% of Board/committee meetings .
- Dual-role considerations: As CEO and Director, potential concentration of influence is mitigated by an independent Chair and independent Compensation/Audit committees .
Director Compensation (for context)
- Non-employee director policy: $40,000 annual retainer; $30,000 additional for Lead Independent Chair; Audit/Comp/NomGov member and chair retainers; Clinical Strategy and Technical Ops retainers; initial option grant (27,500) and annual option grant (13,750) with specific vesting .
- As CEO, Dr. Aslan receives no additional board pay; his compensation is solely as an executive .
Multi-Year Summary Compensation (NEO Table – Aslan)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $584,400 | $621,583 |
| Stock Awards ($) | — | $2,599,980 |
| Option Awards ($) | — | $4,264,463 |
| Non-Equity Incentive Plan Comp ($) | $190,463 | $341,528 |
| Total ($) | $1,107,533 | $7,827,554 |
Vesting Schedules and Potential Supply
| Instrument | Schedule | Implication |
|---|---|---|
| RSU (216,655 units; 7/11/2024 grant) | 25% on 8/15/2025; remaining 75% vests quarterly on 2/15, 5/15, 8/15, 11/15 over 3 years | Quarterly vesting creates periodic supply; subject to trading windows and tax sell-to-cover |
| Options (post-IPO grants) | 25% on 1st anniversary of IPO; then monthly over 36 months | Monthly vesting creates steady potential exercise cadence; in-the-money status depends on market price |
Performance & Track Record Highlights
- AlloNK program: FDA Fast Track in refractory RA; deep B-cell depletion observed in autoimmune cohorts; outpatient feasibility; >100 patients treated across indications .
- Financial cadence: Cash runway into Q2 2027 with $123.0M cash/equivalents/investments (9/30/25); Q3 2025 net loss $21.5M .
- Leadership transitions: Announced CFO transition to advisory role at 2025 year-end .
Compensation Committee & Governance Notes
- Compensation Committee: Independent directors; chaired by Brian Daniels, M.D.; responsibilities include executive pay structure, succession planning, risk assessment, clawback oversight, plan administration, and consultant independence assessments .
- Equity plan governance: Amended 2024 Plan allows multiple award types and includes evergreen and corporate transaction/change-in-control mechanics; director annual pay cap of $750,000 .
Equity Plan Dilution and Overhang
| Item | Amount |
|---|---|
| Total shares outstanding (4/25/2025) | 24,363,119 |
| Options outstanding | 2,284,095; Wtd Avg Ex. Price $7.46; Wtd Avg Term 7.6 yrs |
| Full value awards outstanding (e.g., RSUs) | 1,420,648 |
| Shares available for grant (as of 4/25/2025) | 2,026,931 |
| Equity plan reserve (Amended 2024) | 7,001,185; evergreen up to 5% annually 2025–2034 |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus linked to corporate goals with explicit achievement and individual multiplier; significant at-risk equity with long-dated, service-based vesting and change-in-control double-trigger severance suggests retention-oriented structure; no hedging and restricted pledging support alignment .
- Supply dynamics: RSU schedule triggers quarterly vest dates beginning 8/15/2025; combined with trading-window policies, expect clustered potential sell-to-cover activity around vest dates; options vest monthly post-IPO anniversary, creating steady potential supply .
- Retention and CoC protection: CEO protection of 12–18 months salary/COBRA, bonus in CoC, and full acceleration in CoC window lowers transition risk but could increase change-in-control costs; extended option PTEP (to 3 years) is a retention tool but includes competitive “conflict” clawback of extension .
- Dilution risk: Equity plan evergreen up to 5% annually through 2034 and current overhang (options + RSUs + available pool) merit monitoring, particularly if share price volatility persists .
- Execution signals: FDA Fast Track in RA and positive initial safety/translational data are constructive milestones; CFO transition bears watching for continuity through 2026 clinical data and potential pivotal design discussions .