Noah Berkowitz
About Noah Berkowitz
Noah Berkowitz, M.D., Ph.D., is Chief Medical Officer of Arvinas and has been in the role since March 18, 2024; he is 61 years old, with more than 20 years of drug development leadership across hematology, oncology, and rare diseases, including global regulatory approvals at Bristol-Myers Squibb and senior clinical roles at Novartis; he trained in Medical Oncology at the National Cancer Institute and earned his M.D., Ph.D. from Columbia University . Company performance during his tenure includes 2024 total shareholder return of 46.65 versus 2023 at 100.17 and net income of $(199) million in 2024, and 3Q25 revenue of $41.9 million with a net loss of $(35.1) million; cash and marketable securities were $787.6 million at 9/30/25, with guidance for runway into 2H28 . Arvinas reported positive ARV-102 Phase 1 biomarker and exposure data (including >90% PBMC LRRK2 reductions and >50% CSF reductions) and initiated patient multiple-dose cohorts, underscoring near-term clinical catalysts under his remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Senior Vice President, Hematology Development | 2020–2023 | Teams responsible for multiple global regulatory approvals for small molecules, biologics and cell therapies . |
| Novartis | VP Clinical Development Head, Hematology | 2012–2020 | Led clinical development across rare disease, oncology and hematology; roles of increasing responsibility . |
| Impath (acquired by Genzyme) | Executive | Not disclosed | Cancer testing services; operational leadership (earlier career) . |
| Synvista | Founder & Chief Executive Officer | Not disclosed | Built and led a therapeutics venture; operational and strategic leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Cancer Institute | Medical Oncology Training | Not disclosed | Clinical and scientific training foundational to oncology leadership . |
| Columbia University | M.D., Ph.D. | Not disclosed | Advanced medical and scientific credentials underpinning clinical development expertise . |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $535,000 | $552,387 |
| Target Bonus (% of Salary) | 45% | 45% |
| Target Bonus ($) | $240,750 | $248,574 |
| Actual Bonus Paid for Prior Year ($) | $197,500 (for 2024 performance, paid in 2025) | Not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Applied | Vesting |
|---|---|---|---|---|---|
| Advance Vepdegestrant (aggregate goal) | 40% | Program milestones | 120–125% across sub-goals; calculated weighting 48.8% | Corporate factor 104.0% used for NEO bonuses | Cash bonus; no vesting |
| Advance ARV-766 | 20% | Out-license or value-enhancing data | 125%; calculated weighting 25.0% | Corporate factor 104.0% | Cash bonus |
| Deliver on Pipeline (aggregate) | 25% | ARV-393, ARV-102 SAD, KRAS IND-enabling, CCN & LO targets | Mixed: ARV-102 175% (SAD), CCN 150%, LO 100%; calculated weighting 26.3% | Corporate factor 104.0% | Cash bonus |
| Corporate Objectives | 15% | Extend runway via financing/cost saves | 50%; calculated weighting 7.5% | Corporate factor 104.0% | Cash bonus |
| Annual Corporate Payout Factor | — | — | — | 104.0% (company-wide; NEO bonuses computed using this factor) | — |
Notes: The compensation committee determined 2024 corporate achievement of 107.5% but applied 104.0% for all employees including NEOs; Berkowitz’s actual bonus of $197,500 reflects this factor prorated from his March 18, 2024 hire date .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 34,586 |
| Ownership as % of Shares Outstanding | <1% (72,983,588 shares outstanding as of 3/31/25) |
| Options – Exercisable | 0 (inducement grant not yet hit first vest by 12/31/24) |
| Options – Unexercisable | 93,879 |
| RSUs – Unvested | 63,452 |
| Pledging/Hedging | Company policy prohibits hedging and pledging; no pledges disclosed |
| 10b5-1 Plans | Directors and officers may adopt Rule 10b5-1 plans; individual plans not disclosed |
Underwater options: As of 12/31/24, Berkowitz’s inducement option strike was $42.60 versus market $19.17; option awards were out-of-the-money at year-end .
Vesting Schedule and Potential Selling Pressure
- Inducement RSUs: 25% vest on 3/18/25; remainder in equal annual installments through 3/18/28 (25% per year → ≈15,863 shares per vest tranche, calculated from 63,452 total) .
- Inducement Options: 25% vest on 3/18/25; remainder in 36 equal monthly installments through 3/18/28 (monthly vesting following first anniversary; 93,879 total options) .
Performance Compensation – Equity Awards Detail
| Grant Type | Grant Date | Shares | Strike/Price | Vesting |
|---|---|---|---|---|
| Inducement Options | 3/18/2024 | 93,879 | $42.60 | 25% on 3/18/2025; remaining 75% in 36 equal monthly installments to 3/18/2028 |
| Inducement RSUs | 3/18/2024 | 63,452 | n/a | 25% on 3/18/2025; remaining 75% in 3 equal annual installments to 3/18/2028 |
Employment Terms
| Term | Detail |
|---|---|
| Role | Chief Medical Officer |
| Start Date | March 18, 2024 |
| At-will; Termination Conditions | Company may terminate with/without cause; executive may resign with/without good reason (definitions per agreement) |
| Severance (No Change in Control) | 9 months base salary continuation and up to 9 months COBRA premium contributions if eligible; accrued obligations |
| Severance (Change in Control; Double Trigger) | 12 months base salary; lump sum 100% of target bonus; full acceleration of unvested equity; up to 12 months COBRA contributions if eligible |
| COBRA Eligibility Note | Berkowitz does not currently participate in company health/dental plans; COBRA premium reimbursements not applicable per proxy footnote |
| Non-compete / Non-solicit | 1 year post-termination; confidentiality obligations indefinite |
| Clawback | Dodd-Frank Compensation Recovery Policy applies to all current/former executive officers; recovery of erroneously awarded incentive comp upon restatement regardless of misconduct |
| Tax Gross-ups | None; company notes “No excise tax gross ups” and no perquisite gross-ups |
| Equity Plan Protections | No option repricing without stockholder approval; change-in-capitalization adjustments; standard double-trigger mechanics via plan/agreements |
Compensation Structure Analysis
- Equity-heavy, at-risk mix: Inducement grants in 2024 were split between options and RSUs, with four-year vesting schedules; company shifted 2024 annual grants for other NEOs to two-year vesting to support near-term retention and milestones, but Berkowitz’s inducement awards remained four-year, signaling retention alignment without short-term windfall .
- Pay-for-performance: Annual cash bonus entirely tied to corporate goals; 2024 payout used a 104% corporate factor; Berkowitz’s bonus was prorated to hire date, consistent with governance .
- No hedging/pledging, robust clawback, and no repricing or tax gross-ups: Governance policies reduce misalignment and red-flag risk .
Performance & Track Record
- Pipeline execution under CMO: ARV-102 achieved dose-dependent CSF exposure and >50% CSF LRRK2 reduction at repeated doses; initial PD patient SAD cohort showed median PBMC LRRK2 reduction of 86% (50 mg) and 97% (200 mg); multiple-dose patient cohort initiated .
- Company financials: 3Q25 revenue $41.9 million; net loss $(35.1) million; cash/marketable securities $787.6 million and runway into 2H28 .
- TSR and Net Income trends: 2024 TSR 46.65; Net income $(199) million (multi-year net losses consistent with clinical-stage profile) .
Compensation Peer Group (Benchmarking context)
- Peer group used for 2024 decisions included 16 later-stage, pre-commercial biotech peers (e.g., Denali, Relay Therapeutics, Intellia, SpringWorks, Arrowhead, Zentalis), blended with Radford survey data; positioning targeted market competitiveness in base, bonus, and LTI values .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval at 2024 annual meeting was over 93%, indicating strong shareholder support for executive compensation design; company conducts annual votes and engages on executive compensation topics .
Risk Indicators & Red Flags
- Underwater options reduce near-term monetization risk; strike $42.60 vs $19.17 market at 12/31/24 .
- Prohibitions on hedging/pledging and robust clawback reduce misalignment risk .
- Leadership transition risks: CFO changed in Feb/Jun 2024; 3Q25 8-K notes risk related to identifying next CEO candidate, highlighting potential leadership continuity considerations .
Investment Implications
- Alignment: Four-year inducement vesting, prohibition on hedging/pledging, and double-trigger CIC protection promote retention and long-term orientation; underwater options further align future equity value realization with clinical/approval milestones .
- Near-term vesting events: First 25% RSU/option vest on March 18, 2025; expect potential 10b5-1 sales or tax-withholding dispositions around those dates, but net selling pressure likely muted by underwater option status and RSU tranche size relative to float .
- Performance levers: Clinical data cadence (ARV-102 multi-dose PD patients, PSP initiation; ARV-393/DLBCL combos; KRAS G12D ARV-806 initial data) is the primary driver of value creation under Berkowitz’s purview; compensation structure strongly ties realizable value to these outcomes .