Subhashis Banerjee
About Subhashis Banerjee
Subhashis Banerjee, M.D., age 68, is Chief Medical Officer (CMO) of Artiva Biotherapeutics (ARTV), having joined in April 2025. He previously led mid- to late‑stage clinical development for multiple immunology assets at Bristol Myers Squibb and held senior clinical roles at VYNE Therapeutics, Eli Lilly, Pfizer, and AbbVie. He holds MBBS and M.D. degrees from Christian Medical College (Vellore, India) and completed his internal medicine residency at St. Vincent Hospital (Worcester, MA) . Artiva is a pre‑revenue, clinical‑stage company; TSR and operating performance metrics tied to his tenure are not disclosed in filings. Initial autoimmune data communications under his CMO role emphasized consistent deep B‑cell depletion with AlloNK + anti‑CD20 mAbs and favorable tolerability (no CRS/ICANS) in outpatient settings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bristol Myers Squibb (BMS) | Vice President & Disease Area Head, Rheumatology & Dermatology | 2013–2024 | Global lead for mid‑ to late‑stage clinical development of SOTYKTU (deucravacitinib), ORENCIA (abatacept), and clazakizumab across multiple immunologic indications . |
| VYNE Therapeutics | Senior Vice President | 2024–2025 | Senior clinical development leadership at a public, clinical-stage biopharma company . |
| Eli Lilly | Global Clinical Program Lead | 2009–2013 | Global clinical program leadership in immunology/dermatology . |
| Pfizer | Director | 2005–2009 | Supported clinical development of XELJANZ (tofacitinib) . |
| AbbVie | Senior Principal Scientist | 1993–2005 | Senior scientific leadership in immunology-related R&D . |
External Roles
No public company board or external directorships disclosed for Dr. Banerjee in the company’s proxy biography .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $480,000 annual base salary upon hire (effective April 8, 2025) . |
| Benefits | Eligible for medical/dental/vision, 401(k), and PTO; standard business expense reimbursement, including travel to/from San Diego as required for the role . |
| Signing bonus | $30,000, grossed up; subject to repayment if voluntary resignation or termination for Cause within 24 months (full repayment if <12 months; prorated if 13–24 months) . |
| Employment status | At‑will; remote position (home office) . |
Performance Compensation
| Incentive | Target | Metric design | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|
| Annual cash bonus | 40% of base salary target; 2025 bonus pro‑rated from April 8 start | Corporate and/or individual performance targets/MBOs set annually by management and approved by Board; discretionary plan | Must be employed and in good standing on payment date; Board determines corporate achievement and individual performance; no guaranteed amount | Paid after fiscal year close and Board determination . |
| Equity – Stock Options | Eligible to receive 80,000 options (subject to Board approval); strike = FMV at grant | Time‑based retention equity | N/A (time-based) | 25% vests on 1‑year anniversary of Start Date, then monthly over next 36 months, subject to continuous service . |
| Equity – RSUs | Eligible to receive 50,000 RSUs (subject to Board approval) | Time‑based retention equity | N/A (time-based) | 25% vests on May 15, 2026 (if Start Date on/before May 15, 2025), remainder vests 1/12 on each of Feb 15, May 15, Aug 15, Nov 15 over 3 years, subject to continuous service . |
Notes:
- The annual bonus program references performance targets/MBOs but does not disclose specific weights or KPI formulas; awards are discretionary and Board‑determined .
- No performance share units (PSUs) or TSR‑based equity were disclosed at hire; equity is time‑based .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Initial beneficial ownership (Section 16) | Form 3 filed April 25, 2025 reported “No securities are beneficially owned” as of April 8, 2025 event date; CMO status confirmed . |
| Planned awards at hire | Eligibility for 80,000 options and 50,000 RSUs (subject to Board approval), with time‑based vesting schedules described above . |
| Vested vs. unvested | Not quantified in filings; schedules indicate 1‑year cliff for options and first RSU tranche on May 15, 2026, then scheduled vesting thereafter, subject to service . |
| Pledging/hedging | No pledging/hedging disclosures for Dr. Banerjee; company references a Trading Policy under its equity plan definitions . |
| 10b5‑1 plans | Company reported no director or officer adopted/terminated Rule 10b5‑1 trading arrangements in Q1 2025 and Q3 2025 . |
| Ownership guidelines | No executive stock ownership guidelines disclosed for Dr. Banerjee in available filings. |
Insider selling pressure context:
- Upcoming vesting events (first option cliff one year from start; RSU first tranche May 15, 2026) may create periodic sellable inventory upon vest/settlement, subject to trading windows and policies .
- No 10b5‑1 adoption disclosures in referenced quarters suggests no pre‑scheduled program selling in those periods, though future adoptions remain possible .
Employment Terms
| Term | Key provisions |
|---|---|
| Start date and role | Start April 8, 2025; CMO; reports to CEO; remote role . |
| Outside activities | Up to 10 hours/week for six weeks on prior employer transition permitted at start; broader outside business/public activities require prior written Board consent; must not conflict with company interests . |
| Confidentiality/Arbitration | Employee Confidential Information and Invention Assignment Agreement required; disputes resolved via binding JAMS arbitration in San Diego; company pays arbitration fees beyond court filing equivalents . |
| Severance (non‑CoC) | If terminated without Cause or resigns for Good Reason: salary continuation for 3 months (if <6 months tenure) or 9 months (if ≥6 months); COBRA premiums up to 9 months (or taxable equivalent); and vesting credit equal to 3 months on time‑based equity; all subject to timely execution of a release . |
| Severance (CoC double‑trigger) | If terminated without Cause or resigns for Good Reason within 3 months before or 12 months after a Change of Control: 12 months salary continuation; COBRA premiums up to 12 months (or taxable equivalent); full acceleration of unvested time‑based equity; and full target annual bonus for year of termination; subject to release . |
| 280G treatment | “Best‑net” approach: payments cut back only if doing so yields a greater after‑tax benefit vs. paying excise tax; includes ordering rules to avoid 409A issues . |
| Definitions reference | Good Reason, Cause, and Change in Control are defined by the company’s 2024 Equity Incentive Plan referenced in the offer letter . |
Performance & Track Record
- Under Banerjee’s CMO tenure, ARTV highlighted initial autoimmune data showing consistent and complete B‑cell depletion by Day 13 with AlloNK + anti‑CD20 mAb and no CRS/ICANS, supporting outpatient administration; Banerjee emphasized tolerability and community rheumatology feasibility in company communications .
- Prior roles include global leadership of immunology assets at BMS (SOTYKTU, ORENCIA, clazakizumab) and clinical leadership at Eli Lilly and Pfizer (supported XELJANZ development), demonstrating extensive late‑stage development experience in rheumatology/dermatology .
Compensation Structure Analysis
- Mix and risk: New‑hire equity is entirely time‑based (options + RSUs), signaling a retention‑oriented package with no explicit performance‑vesting equity at grant; annual bonus is performance‑linked but discretionary with Board‑set corporate/individual targets .
- Change‑in‑control economics: Double‑trigger structure with full equity acceleration, 12 months salary, 12 months COBRA, and full‑target bonus aligns incentives in a sale scenario but can amplify windfall risk if a transaction occurs soon after large grants .
- Clawbacks: No general compensation clawback policy is disclosed for bonuses/equity in his offer; a specific signing‑bonus repayment obligation applies upon early departure or termination for Cause within 24 months .
- Company context: The company executed a broad option repricing in April 2023 for 1,168,651 options held by 70 grantees (incremental fair value ~$1.5M), a governance datapoint indicating willingness to modify underwater awards (occurred before his hire) .
Investment Implications
- Alignment and retention: Time‑based option/RSU mix plus non‑CoC vesting credit and robust CoC acceleration promote retention through key development milestones; absence of performance‑vesting equity may limit direct pay‑for‑performance linkage beyond the annual bonus .
- Incentive for pivotal execution: Annual bonus tied to corporate and individual goals creates near‑term incentive to hit clinical/regulatory milestones (e.g., advancing AlloNK in autoimmune disease), while double‑trigger CoC benefits align with value‑realizing strategic outcomes .
- Selling pressure signals: With no 10b5‑1 adoptions disclosed for Q1 and Q3 2025 and first meaningful vest events beginning 2026, near‑term insider selling from Banerjee appears limited; future 10b5‑1 adoptions ahead of vesting cliffs should be monitored .
- Execution credibility: Deep immunology development pedigree (BMS/Lilly/Pfizer) and early autoimmune data messaging under his CMO role support competency in designing and advancing B‑cell depletion strategies for autoimmune indications, a key driver of ARTV’s thesis .