John Houston
About John Houston
John G. Houston, Ph.D., is Chairperson, President and Chief Executive Officer of Arvinas (CEO since September 2017; Chairperson since June 2023). He is 65 and holds a Ph.D. in microbial biochemistry (Heriot-Watt University) and a B.Sc. in medical microbiology (University of Glasgow). The executive compensation program is pay-for-performance with annual bonuses tied entirely to company clinical and corporate goals; no explicit TSR metric is used. 2024 corporate goal achievement was set at 104% for bonus payouts, reflecting outperformance vs objectives; CEO pay ratio was ~44:1 in 2024 and ~29:1 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arvinas | President, Research & Development | Jan 2017–Jun 2024 | Led R&D and platform progression; later transitioned as CEO remained principal executive officer . |
| Arvinas | Chief Scientific Officer | Jan 2017–Apr 2019 | Built scientific org and early pipeline foundations . |
| Arvinas | Chairperson (dual role with CEO) | Jun 2023–Present | Board leadership with combined CEO/Chair structure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextCure, Inc. | Director | Current | Provides external biopharma board perspective and network connectivity . |
| Bristol-Myers Squibb | SVP, Head of Specialty Discovery; SVP Disease Sciences, Biologics & Applied Biotechnology | 2008–2016 | Senior scientific leadership across discovery and biologics; deep large-cap drug development experience . |
| Glaxo Wellcome R&D (UK) | Head, Lead Discovery Unit | Prior to BMS | Discovery leadership; foundational experience in pharma R&D . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 632,401 | 657,697 | 684,005 |
| Target Bonus (% of Base) | 60% (program description) | 60% | 60% |
| CEO Pay Ratio | — | ~29:1 | ~44:1 |
| Board Fees for CEO Service | Not paid (no director compensation to CEO) | Not paid | Not paid |
Notes: 2025 base salary set at $706,236 effective Jan 1, 2025 .
Performance Compensation
Annual cash bonus calculation is base × target bonus % × corporate performance factor; for 2024, corporate performance factor was 104.0% (committee set overall achievement at 107.5% but reserved a 3.5% pool for employees, resulting in 104% for NEO bonuses) .
| Name | 2024 Salary ($) | Target Bonus % | Target ($) | Corporate Achievement | Actual Bonus ($) |
|---|---|---|---|---|---|
| John Houston, Ph.D. | 684,005 | 60% | 410,403 | 104.0% | 426,819 |
2024 Corporate Goals and Achievement:
| 2024 Goal | Allocation (%) | Actual Achievement (%) | Calculated Weighting (%) |
|---|---|---|---|
| Advance vepdegestrant – VERITAC-2 toward potential initial NDA submission | 25 | 120 | 30.0 |
| Expand vepdegestrant program (1L/2L) | 10 | 125 | 12.5 |
| Initiate U.S. commercial readiness | 5 | 125 | 6.3 |
| Advance ARV-766 (out-licensing or data to enhance value) | 20 | 125 | 25.0 |
| Pipeline – ARV-393 (BCL6) Phase 1 | 5 | 0 | 0.0 |
| Pipeline – ARV-102 (LRRK2) SAD Phase 1 | 5 | 175 | 8.8 |
| Pipeline – Advance KRAS G12D to IND | 5 | 100 | 5.0 |
| Pipeline – Clinical candidate nomination | 5 | 150 | 7.5 |
| Pipeline – Lead optimization | 5 | 100 | 5.0 |
| Corporate – Extend cash runway via capital raise or equivalent savings | 15 | 50 | 7.5 |
| Overall corporate goals achieved 107.5%, but NEO bonuses funded at 104.0% . |
Multi-year compensation mix:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | — | 2,130,081 | 5,849,150 |
| Option Awards ($) | 8,467,445 | 4,352,454 | 5,773,207 |
| Non-Equity Incentive ($) | 433,800 | 473,600 | 426,819 |
| Total Compensation ($) | 9,545,846 | 7,627,032 | 12,746,981 |
Equity Ownership & Alignment
Beneficial ownership:
| As of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| March 31, 2024 | 1,972,106 | 2.84% (68,308,405 shares) |
| March 31, 2025 | 2,248,568 | 3.03% (72,983,588 shares) |
Outstanding equity awards (12/31/2023):
| Grant Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Options | 267,432 | — | 16.00 | 9/25/2028 |
| Stock Options | 254,597 | — | 19.36 | 2/28/2029 |
| Stock Options | 225,208 | 9,792 (25% at 2/27/21 then monthly to 2/27/24) | 47.38 | 2/26/2030 |
| Stock Options | 155,479 | 64,021 (25% at 2/26/22 then monthly to 2/26/25) | 78.30 | 2/25/2031 |
| Stock Options | 91,895 | 108,605 (25% at 2/23/23 then monthly to 2/23/26) | 64.19 | 2/22/2032 |
| Stock Options | — | 186,250 (25% at 2/22/24 then monthly to 2/22/27) | 34.37 | 2/21/2033 |
| RSUs | — | 61,975; vests 25% at 2/22/24 then annual to 2/22/27; market value $2,550,891 at $41.16 close | — | — |
2024 Grants (CEO):
| Grant Date | RSUs (#) | Options (#) | Exercise Price ($) | Grant-date Fair Value ($) |
|---|---|---|---|---|
| 2/23/2024 | 124,450 | 184,200 | 47.00 | 11,622,357 |
Vesting and realized activity:
- RSU vesting (2024): 15,494 shares vested; value realized $720,626 .
- Option exercises (2024): None for Houston .
- RSU vesting (2023): 17,510 shares vested; value realized $534,931 .
Alignment safeguards:
- Hedging and pledging of company stock prohibited by policy; option repricing prohibited without shareholder approval; no tax gross-ups; Dodd-Frank clawback policy in place .
Near-term selling pressure:
- As of 12/31/2024, with ARVN closing price $19.17, unvested options had zero in-the-money value and severance tables reflect no option acceleration value under CIC; RSUs would accelerate and had value of $3,276,747 under CIC .
Employment Terms
Key employment terms for CEO:
- Base salary and bonus opportunity: $684,000 base effective Jan 1, 2024; target bonus 60% of base. 2025 base set at $706,236; target bonus remains 60% .
- Severance (no CIC): 12 months base continuation plus up to 12 months COBRA premium contribution; equity not accelerated .
- Severance (within 12 months post-CIC; double trigger): 18 months base continuation; lump sum 150% of target bonus; up to 18 months COBRA; full acceleration of unvested equity .
- Estimated severance economics (if terminated 12/31/2024): Total $703,399 (no CIC); $4,947,451 (with CIC), including RSU acceleration value $3,276,747 under CIC .
- Restrictive covenants: proprietary rights, non-disclosure, non-competition, and non-solicitation compliance required for severance eligibility .
- Clawback: Dodd-Frank compliant compensation recovery policy applies to incentive-based compensation upon required restatement; misconduct not required to trigger recovery .
Board Governance
- Dual role: Houston is Chairperson and CEO; the board designates a Lead Independent Director (Briggs Morrison, M.D.) and all non-employee directors are independent; committee membership is fully independent (audit and compensation committees comprised of independent directors) .
- Board meeting attendance: Full board met five times in 2024; each director attended ≥75% of aggregate board and committee meetings during their service period .
- Committee roles (current): Audit (Bain, Cunningham, Norwalk); Compensation (Cunningham, Smaldone Alsup, Young); Nominating & Corporate Governance (Kennedy [Chair], Agarwal, Morrison); Science & Technology (Agarwal [Chair], Morrison, Smaldone Alsup) .
- Director compensation program: CEO receives no board fees; non-employee directors receive cash retainers and equity grants with disclosed vesting schedules; fees updated in May 2024 (Board member $45k; Chair +$40k; Lead Independent +$30k; committee fees per schedule) .
Compensation Peer Group (Benchmarking)
- 2023 peer group included biopharma peers such as Alector, Intellia, Relay, Karuna, Revolution Medicines, among others; additions and removals aligned to stage and market cap criteria .
- 2024 peer group updated to reflect later-stage, pre-commercial oncology/neurology companies (median market cap ~$1.63B, headcount median ~314), including additions like Crinetics, Deciphera, Zentalis, REGENXBIO, Relay; used with Radford survey data for composite benchmarking .
Related Policies and Practices
- Insider Trading Policy prohibits hedging and pledging; no executive perquisites beyond broad-based benefits; no tax gross-ups in employment agreements; option repricing prohibited; clawback policy adopted and filed with 2024 10-K .
Investment Implications
- Pay-for-performance structure is tightly linked to clinical and pipeline milestones; 2024 bonuses were driven by strong progress in vepdegestrant and ARV‑766 while cash runway extension scored lower, signaling emphasis on R&D execution over near-term financial outcomes .
- Large 2024 equity grant (RSUs and options at $47) establishes multi-year retention hooks; with stock at $19.17 on 12/31/24, options were underwater, reducing near-term exercise-driven selling; RSU vesting remains the primary supply source into the market .
- CEO’s beneficial ownership increased to ~3.03% by 3/31/2025, indicating meaningful alignment; hedging/pledging bans and clawback policy further align incentives with shareholders .
- CIC economics include full acceleration and 150% target bonus multiple for CEO; combined CEO/Chair structure presents governance risk mitigated by an independent Lead Director and fully independent committees, but investors should monitor board independence and succession planning rigor .
Appendix: Additional Tables
Outstanding equity awards vesting details (from 2023 footnotes):
| Option Vesting Footnote | Schedule |
|---|---|
| (2) | 25% vested on Feb 27, 2021; remainder monthly through Feb 27, 2024 . |
| (3) | 25% vested on Feb 26, 2022; remainder monthly through Feb 26, 2025 . |
| (4) | 25% vested on Feb 23, 2023; remainder monthly through Feb 23, 2026 . |
| (5) | 25% vested on Feb 22, 2024; remainder monthly through Feb 22, 2027 . |
| RSU (6) | 25% vested on Feb 22, 2024; remainder in equal annual installments through Feb 22, 2027 . |
Severance estimates (12/31/2023 scenario):
| Component | No CIC ($) | With CIC ($) |
|---|---|---|
| Cash Severance (base continuation) | 657,697 | 986,546 |
| Non-Equity Incentive (bonus multiple) | — | 591,927 (150% of target) |
| Options (accelerated portion ITM) | — | 1,264,638 |
| RSUs (accelerated) | — | 2,550,891 |
| Other Benefits (COBRA) | 17,283 | 25,925 |
| Total | 674,980 | 5,419,927 |
Severance estimates (12/31/2024 scenario):
| Component | No CIC ($) | With CIC ($) |
|---|---|---|
| Cash Severance (base continuation) | 684,005 | 1,026,008 |
| Non-Equity Incentive (bonus multiple) | — | 615,605 |
| Options (accelerated portion ITM) | — | — |
| RSUs (accelerated) | — | 3,276,747 |
| Other Benefits (COBRA) | 19,394 | 29,091 |
| Total | 703,399 | 4,947,451 |
Employment Contracts and Policies
- Employment agreements define termination conditions (death/disability, with/without cause, with/without good reason) and severance eligibility contingent on release and compliance with restrictive covenants .
- Compensation committee retains independent consultant (Aon) to benchmark against peer group; committee and board approve CEO compensation; NEO bonuses based on pre-established corporate goals .
Investment Implications
- Compensation design emphasizes clinical progress and pipeline value creation over accounting metrics, making equity events, trial milestones, and partnership optionality key trading catalysts. Underwater options may amplify management focus on de‑risking pivotal programs (vepdegestrant Phase 3) to support share price recovery, while RSU vesting sets predictable supply over 2024–2027. CIC terms with full acceleration could influence M&A dynamics; combined CEO/Chair profile is mitigated by board independence and a Lead Independent Director, but governance risk warrants continued monitoring around major transactions and succession .