AnhCo Nguyen
Atara BiotherapeuticsAbout AnhCo Nguyen
AnhCo Nguyen, Ph.D., 52, is President, Chief Executive Officer, and a Director of Atara Biotherapeutics (ATRA) since September 9, 2024. He previously served as SVP, Chief Scientific Officer (May 2021), and EVP, Chief Scientific & Technical Officer (May 2023). Prior roles include VP, R&D Innovation at Fate Therapeutics and Senior Director, Oncology R&D at Pfizer (Apr 2018–Nov 2019). Education: A.B. Biology, Harvard; Ph.D. Immunology, Washington University in St. Louis; Postdoctoral Associate, MIT Center for Cancer Research .
Performance context (company-wide):
- TSR proxy metric (value of $100 initial investment): $20.81 (2022), $3.25 (2023), $3.38 (2024) .
- Net loss: $(228.3)M (2022), $(276.1)M (2023), $(85.4)M (2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR value of $100 | $20.81 | $3.25 | $3.38 |
| Net Income (Loss) | $(228,302,000) | $(276,126,000) | $(85,403,000) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atara Biotherapeutics | EVP, Chief Scientific & Technical Officer | May 2023–Sep 2024 | Led technical/scientific functions heading into BLA filing for tab-cel . |
| Atara Biotherapeutics | SVP, Chief Scientific Officer | May 2021–May 2023 | Drove R&D strategy; progression to U.S. BLA for tab-cel . |
| Fate Therapeutics | VP, R&D Innovation | Pre-2021 | Advanced allogeneic cell therapy innovation pipeline . |
| Pfizer | Senior Director, Oncology R&D | Apr 2018–Nov 2019 | Oncology R&D leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Dr. Nguyen . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $550,000 | $650,000 | Increased upon promotion to CEO (Sep 2024) . |
| Target Bonus % | — | 60% of base salary | Prorated for 2024 based on pre/post-Start Date split . |
| 2024 Bonus Target ($) | — | $291,616 | Company corporate score modifier applied . |
| 2024 Actual Annual Bonus ($) | — | $145,808 (50% of target) | Approved Feb 2025; payable Q2’25 . |
| 2024 Discretionary BLA Bonus ($) | — | $51,546 | One-time bonus for FDA BLA acceptance . |
| 2024 Salary Earned ($) | — | $585,769 | Reflects partial year at CEO rate. |
| All Other Compensation ($) | — | $8,943 | Includes life insurance and 401k match as applicable . |
Performance Compensation
- Annual Incentive Plan
- 2024 corporate goals centered on strategic, research, development, regulatory, clinical, financial, and operational objectives; corporate score modifier was 50% .
| Metric (Annual Bonus) | Target | Actual/Payout | Notes |
|---|---|---|---|
| Corporate Objectives Score | — | 50% | Applies to company-wide goals . |
| 2024 Bonus Target ($) | $291,616 | $145,808 | 50% payout; payable Q2’25 . |
| Discretionary BLA Bonus | — | $51,546 | For FDA acceptance of BLA . |
- Long-Term Incentives (Shift to RSUs in 2024)
- In 2024, the company granted executive annual equity 100% in RSUs to reduce dilution and align with stock performance .
| Grant Date | Type | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Jan 8, 2024 | RSUs | 27,000 | Quarterly; fully vested ~3 years from grant, subject to service | Annual grant; adjusted for June 20, 2024 reverse split . |
| Sep 9, 2024 | RSUs | 45,000 | Vests in 12 equal quarterly installments, service-based | Promotion grant upon becoming CEO . |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 3x base salary; officers 1x; non-employee directors 3x. Unvested time-vested RSUs count at 70% FMV; vested options at 70% intrinsic value; company notes intrinsic value of vested options is currently zero as all are “underwater.” Anti-hedging and anti-pledging prohibitions apply to executives and directors .
- Beneficial Ownership (as of March 14, 2025): 36,972 shares for Dr. Nguyen (16,432 shares directly; 20,540 options exercisable within 60 days). <1% of 5,924,457 shares outstanding .
| Item | Count/Value | Notes |
|---|---|---|
| Shares held directly | 16,432 | — |
| Options exercisable within 60 days | 20,540 | — |
| Total beneficial ownership | 36,972 (<1%) | 5,924,457 shares outstanding . |
| Pledged shares | None permitted (policy prohibits) | Anti-pledging and anti-hedging policy . |
| Ownership guideline status | Reviewed annually; methodology specified | CEO guideline 3x base salary . |
- Outstanding Equity Awards (as of Dec 31, 2024)
- Options appear deeply out-of-the-money based on policy note that vested options have zero intrinsic value currently .
| Grant | Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiry | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 05/10/2021 | Stock Options | 6,244 | 725 | $331.00 | 05/09/2031 | — | — |
| 03/01/2022 | Stock Options | 3,084 | 1,402 | $255.25 | 02/29/2032 | — | — |
| 03/01/2023 | Stock Options | 8,093 | 5,782 | $97.75 | 02/28/2033 | — | — |
| 05/10/2021 | RSUs | — | — | — | — | 577 | $7,680 |
| 03/01/2022 | RSUs | — | — | — | — | 746 | $9,929 |
| 03/01/2023 | RSUs | — | — | — | — | 2,569 | $34,193 |
| 01/08/2024 | RSUs | — | — | — | — | 16,875 | $224,606 |
| 09/09/2024 | RSUs | — | — | — | — | 45,000 | $598,950 |
Employment Terms
- CEO Employment Agreement dated August 12, 2024 (effective for promotion to CEO Sept 9, 2024): base salary $650,000; target bonus 60%; pro-rated 2024 target between pre- and post-Start Date salary rates; promotion RSU award of 45,000 shares .
| Term | Provision |
|---|---|
| Start as CEO | September 9, 2024 |
| Base Salary | $650,000 |
| Target Bonus | 60% of base salary; 2024 prorated |
| Equity | 45,000 RSUs at promotion |
| At-Will Employment | Explicitly at-will under the agreement |
- Severance and Change-in-Control (CIC) (Nguyen Employment Agreement; 2025 proxy)
- Termination without cause / resignation for good reason (non-CIC): 12 months base salary continuation; up to 12 months COBRA premiums or taxable cash equivalent .
- CIC period termination (without cause/for good reason): lump sum 12 months base salary; up to 12 months COBRA; lump sum equal to 100% of target annual bonus; full acceleration of time-based equity awards .
- 280G/4999: “Best net” cutback to avoid excise tax (no gross-up) .
| Trigger | Cash | Health | Bonus | Equity |
|---|---|---|---|---|
| Non-CIC: without cause/for good reason | 12 months base salary continuation | Up to 12 months COBRA or taxable cash equivalent | — | — |
| CIC-period: without cause/for good reason | 12 months base salary lump sum | Up to 12 months COBRA or taxable cash equivalent | 100% of target annual bonus | Full acceleration of time-based equity |
| 280G | Cutback to avoid excise tax (if beneficial) | — | — | — |
-
Clawback & Trading Policies
- Clawback: SEC 10D-1-compliant recoupment triggered by accounting restatements; covers current/former officers .
- Anti-hedging and anti-pledging: Short sales, options, hedging, margin, pledges prohibited for employees and directors .
-
Related party / independence: 8-K discloses no Item 404(a) related-party transactions and no family relationships for Dr. Nguyen .
Board Governance (Director Service, Committees, Independence)
- Board service: Director since Sep 2024; not assigned to Audit, Human Capital, Nominating & Corporate Governance, or R&D Committees (appropriate for a non-independent CEO director) .
- Board leadership: Pascal Touchon appointed Chair in Sep 2024; Carol Gallagher appointed Lead Independent Director in Sep 2024 .
- Independence: Human Capital Committee members are independent; Dr. Nguyen serves as CEO and director (not independent) .
- Meetings: Board met 7 times in 2024; each director attended ≥75% of meetings; non-employee directors held 8 executive sessions in 2024 .
- Say-on-Pay: 2024 proposal received ~90% support; strong support trend over prior years; no program changes made in response .
| Board/Committee | Role (Nguyen) | Notes |
|---|---|---|
| Board of Directors | Director since Sep 2024 | CEO + Director dual role; Chair is separate (Touchon) . |
| Audit | — | Not a member . |
| Human Capital | — | Not a member; all members independent . |
| Nominating & Corporate Governance | — | Not a member . |
| Research & Development | — | Not a member . |
Dual-role implications:
- Separation of Chair and CEO roles mitigates concentration of power and independence concerns; CEO is not on key oversight committees, aligning with governance best practices .
Performance & Track Record (selected highlights and risks)
- Achievements in 2024: FDA accepted tab-cel BLA with Priority Review (PDUFA Jan 15, 2025); multiple Pierre Fabre milestones/payments achieved in 2024 ($20M upfront for expanded license effective Dec 2023, $20M regulatory milestone in Mar 2024, $20M upon BLA acceptance in Jul 2024) .
- Setbacks in 2025: FDA Complete Response Letter (CRL) in Jan 2025 citing only pre-license inspection findings at a third-party manufacturing facility (no clinical/safety deficiencies); clinical hold on active INDs tied to GMP issues at that facility; company focusing on remediation and resubmission; also pausing and discontinuing allogeneic CAR-T programs and executing workforce reductions .
- Strategic review: Actively evaluating broader strategic alternatives (M&A, asset sales, etc.) since Jan 2025 with advisor; outcomes uncertain .
Compensation Structure Analysis (alignment, risk, signals)
- Mix and risk: 2024 equity awards delivered 100% in RSUs, reducing dilution risk vs options and linking value to stock performance; quarterly vesting creates steady vesting cadence that may create periodic selling for tax-withholding but also promotes retention .
- Pay-for-performance: Annual bonus tied to corporate objectives (50% payout in 2024), with a separate, transparent discretionary BLA acceptance bonus—credible linkage to a critical regulatory milestone .
- Underwater options reduce near-term “in-the-money” monetization and align future option value to share price recovery .
- Governance safeguards: Anti-hedging/pledging, clawback per SEC rules, double-trigger CIC (no gross-up; 280G cutback) all investor-friendly .
Equity Ownership & Vesting Schedules (selling pressure, alignment)
- Beneficial ownership is modest (<1%); CEO guideline is 3x salary; inclusion of unvested RSUs at 70% suggests guidelines are achievable over time through vesting; pledging prohibited, mitigating leverage risk .
- RSU vesting is quarterly (three years for Jan 2024 grant; 12 quarterly installments for Sep 2024 promotion grant), implying recurring vest dates—typical for biotech retention and potentially regular Form 4 activity around vesting for tax withholding .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval ~90% at 2024 meeting and strong multi‑year support; committee retained program design unchanged given support level .
Data Appendix: Summary Compensation (Selected)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 (CEO) | 585,769 | 51,546 | 781,650 | 145,808 | 8,943 | 1,573,716 |
| 2023 (EVP/CSTO) | 539,615 | — | 602,828 | 148,572 | 8,155 | 2,277,691 |
Investment Implications
- Pay-for-performance and retention: 2024 50% bonus payout and discrete BLA bonus reflect measured incentive design tied to regulatory progress. Quarterly RSU vesting provides retention and predictable vest cadence; with anti-pledging and clawback, overall incentives are appropriately risk‑controlled .
- Ownership alignment: While current beneficial ownership is modest (<1%), ongoing RSU vesting and 3x salary CEO ownership guideline build alignment over time; options remain underwater, limiting immediate monetization pressure and aligning upside to recovery .
- Contract economics: Double‑trigger CIC with one year salary + 100% target bonus and full acceleration of time‑based equity is standard for small/mid‑cap biotech; 280G cutback (no gross‑up) reduces shareholder exposure. Non‑CIC severance is one year salary plus healthcare—reasonable retention backstop amid strategic uncertainty .
- Execution risk: 2025 CRL and IND clinical hold (manufacturing site issues) elevate near‑term regulatory and financing risk; management’s ability to drive remediation with the third‑party site, transfer operational activities to Pierre Fabre, and navigate strategic alternatives is the critical lever for value creation vs. dilution/wind‑down risk .
- Trading signals: Expect recurring Form 4s around quarterly RSU vesting (tax withholding), but anti‑pledging reduces leverage risk. Option overhang is not an immediate selling pressure given underwater status .
- Governance: Separate Chair and CEO roles, strong Say‑on‑Pay support (~90%), independent Human Capital Committee, anti‑hedging/pledging, and SEC‑aligned clawback are positives for governance‑focused investors .
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