Sanjay Shukla
About Sanjay Shukla
Sanjay S. Shukla, M.D., M.S., age 53, is President, Chief Executive Officer, and a Class III director of aTyr Pharma, Inc., serving as CEO and director since November 2017 and previously as Chief Medical Officer (March 2016–November 2017) . He holds an M.D. from Howard University and B.S. (microbiology) and M.S. (epidemiology/biostatistics) from the University of Maryland . Company pay-versus-performance disclosures show cumulative TSR value per initial $100 investment of $29.32 (2022), $18.88 (2023), and $48.46 (2024) alongside net losses of $(45.3)mm, $(50.4)mm, and $(64.0)mm, reflecting development-stage risks and execution progress . In 2024, aTyr completed enrollment of the Phase 3 EFZO-FIT study in pulmonary sarcoidosis, with topline data anticipated in Q3 2025 and advanced the EFZO-CONNECT Phase 2 study in SSc-ILD .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| aTyr Pharma | Chief Medical Officer | Mar 2016–Nov 2017 | Led clinical/medical functions ahead of CEO transition |
| Novartis (General Medicines) | VP & Global Head, Integrated Medical Services | Oct 2012–Apr 2015 | Led global medical affairs operations for inline and development therapies |
| RXMD (clinical dev consultancy) | Chief Executive Officer | Apr 2009–Sep 2012 | Advanced proof-of-concept for early-stage drug candidates |
| Vifor Pharma/Aspreva | Clinical development, data analytics, drug safety roles | Prior to 2009 | Contributed to clinical and safety operations in biopharma |
External Roles
No current external public-company board roles are disclosed for Dr. Shukla in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 561,243 | 580,887 |
| Target Bonus % of Salary | 50% | 50% |
| Actual Bonus Paid ($) | 196,435 | 246,877 |
| All Other Compensation ($) | 10,506 | 10,998 |
| Total Compensation ($) | 1,300,525 | 1,480,522 |
Notes:
- 2024 base salary rates were set after a 3.5% market adjustment; Dr. Shukla’s 2024 rate is shown above .
- 2024 bonus payouts were at 85% of target based on weighted corporate goals achievement .
Performance Compensation
| Component | Terms | Metric/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Performance Bonus (2024) | CEO target 50% of salary | Weighted corporate goals: Phase 3 EFZO-FIT enrollment; efzofitimod manufacturing milestones; pipeline progress; cash level; publication | 85% of target; $246,877 paid | Cash bonus; paid after Committee/Board determination |
| Stock Options (Grant 1/5/2024) | 600,000 options @ $1.50; 10-year term | Equity incentive for value creation | Grant-date fair value $641,760 (SCT) | 1/48th monthly over 4 years; 137,500 exercisable and 462,500 unexercisable at 12/31/2024 |
| RSUs (Grant 2/3/2022) | 20,750 RSUs | Long-term retention | Unvested market value $75,115 at $3.62 close | Four equal annual installments from vest start |
Selected outstanding award details (12/31/2024 snapshot):
- Options: 2/16/2023 grant 154,044 exercisable / 182,051 unexercisable @ $2.20 exp. 2/16/2033
- Options: 5/24/2022 grant 333,431 exercisable / 182,849 unexercisable @ $2.81 exp. 5/24/2032
- Options: Multiple prior grants across 2016–2022 with standard 1/48th monthly vesting; change-in-control full acceleration on double trigger (see Employment Terms)
Equity Ownership & Alignment
| Metric | Mar 1, 2023 | Mar 1, 2024 | Mar 1, 2025 |
|---|---|---|---|
| Shares Owned Directly | 61,173 | 116,548 | 146,923 |
| Shares Acquirable Within 60 Days | 460,537 | 829,085 | 1,351,371 |
| Total Beneficial Ownership | 521,710 | 945,633 | 1,498,294 |
| % of Shares Outstanding | <1% | 1.4% | 1.66% |
Additional alignment and risk controls:
- Hedging: Company prohibits directors/officers from engaging in hedging or derivative transactions that offset decreases in stock value unless approved by the Compliance Officer; all trades require pre-clearance .
- Clawback: Dodd-Frank-compliant compensation recovery policy adopted October 2023 .
- Underwater options: Approximately 53.4% of outstanding employee stock options were underwater as of March 10, 2025 .
- Dilution/overhang: Overhang was 11.9% as of March 10, 2025; proposed share increase would raise overhang to ~17.5% .
Employment Terms
| Term | Provision | Multiple/Amount | Triggers |
|---|---|---|---|
| Base & Target Bonus (contract) | Initial base $450,000; annually reviewed; target bonus 50% of base | N/A | Ongoing |
| Severance (no CIC) | Cash equal to current annual base + annual target bonus; accelerate awards that would vest within 12 months; up to 12 months COBRA employer portion | 1x base + 1x target bonus | Termination without Cause or for Good Reason |
| Change-in-Control (CIC) severance | Cash equal to base + target bonus; full acceleration of all time-based vesting; up to 12 months COBRA employer portion | 1.5x base + 1x target bonus (amended Feb 4, 2021) | Termination without Cause or for Good Reason within 2 months prior/12 months post CIC |
| CIC plan mechanics (equity plans) | Awards generally assumed/continued; if not, options/SARs may be cashed out; other awards may be paid; otherwise terminate unless assumed | N/A | Sale Event per plan |
| 280G treatment | Best-net approach: full payments vs reduced to avoid excise tax, whichever yields higher net | N/A | If 280G applies |
Board Governance
- Role: Class III director; CEO and director since November 2017 . Independence: Board determined all directors except Dr. Shukla are independent under Nasdaq and SEC rules .
- Leadership structure: Chairman (Timothy P. Coughlin) is independent; CEO and Chairman roles are separated .
- Committees: Audit, Compensation, and Nominating/Governance are fully independent; Shukla does not serve on these committees .
- Executive sessions: Independent directors met three times without management in 2024 .
- Board meetings: Six meetings held in 2024; attendance threshold disclosure indicates all directors other than Mr. Clarke attended at least 75% of meetings/committee meetings .
Compensation Structure Analysis
- Mix and risk: Significant proportion of target compensation is variable (annual bonus and equity options); 2024 bonuses paid at 85% of target tied to weighted operational goals (clinical, manufacturing, pipeline, cash) .
- Equity program posture: Repricing prohibited without stockholder approval; 2015 Stock Plan designed to balance competitiveness and dilution; share reserve increase proposed to support ongoing equity grants .
- Peer benchmarking: 2024 peer group comprised pre-commercial biopharma companies in Phase II/III, with market-cap and headcount filters; Compensation Committee did not set fixed percentile targets, using market data as one input among several .
Related Party Transactions, Policies, and Red Flags
- Related party oversight: Audit Committee reviews and must approve related person transactions under written policy .
- Hedging/Pledging: Hedging and derivative transactions prohibited absent approval; proxy does not discuss share pledging practices for executives .
- Clawbacks: Dodd-Frank-compliant clawback policy adopted in October 2023 .
- Option repricing: Plan prohibits repricing/cancellations for cash or lower-priced options without stockholder approval .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR value per $100 initial investment | $29.32 | $18.88 | $48.46 |
| Net Income (Loss) ($000s) | (45,338) | (50,389) | (64,023) |
Operational achievements:
- EFZO-FIT pivotal Phase 3 (pulmonary sarcoidosis): Enrollment completed at 268 patients; DSMB allowed continuation; topline data expected Q3 2025 .
- EFZO-CONNECT Phase 2 (SSc-ILD): Study amended to add OLE; interim data expected Q2 2025 .
- Pipeline: Advanced ATYR0101 and ATYR0750 preclinically; presented fibrosis data at Keystone Symposia .
- Financing: Ended 2024 with $75.1mm cash/equivalents and completed ATM sales (~20.65mm shares for ~$40.3mm net) .
Director Compensation
Non-employee director program: Annual option grant up to 50,000 shares per continuing director at each annual meeting under the 2015 Stock Plan (Shukla, as an employee director, is not eligible for non-employee director compensation) .
Equity Award Vesting Schedules and Insider Selling Pressure
- Options generally vest 1/48th monthly; RSUs vest in annual installments; full acceleration on a double trigger around CIC for plan awards; CEO-specific agreement accelerates awards that would vest within 12 months on non-CIC severance .
- 2024 CEO option grant vests 12,500 shares per month over four years; 137,500 were exercisable at 12/31/2024 .
- Underwater options prevalence (53.4%) may reduce near-term selling pressure but increases retention risk unless stock appreciates; proposed share increase lifts overhang to ~17.5%, adding dilution sensitivity .
Employment Terms
| Clause | Non-CIC Termination | CIC Termination (Double Trigger) |
|---|---|---|
| Cash severance | 1x base + 1x target bonus | 1.5x base + 1x target bonus |
| Equity vesting | Accelerate time-based vesting that would vest within 12 months | Full acceleration of time-based vesting |
| COBRA | Employer portion up to 12 months | Employer portion up to 12 months |
| 280G | Best-net (full vs cutback) | Best-net (full vs cutback) |
Investment Implications
- Alignment: CEO beneficial ownership rose to 1.66% by Mar 1, 2025, aligning incentives as the company approaches Phase 3 readout and potential pivotal milestones .
- Pay-for-performance: 2024 bonus paid at 85% of target tied to concrete development/manufacturing/pipeline/cash objectives—positive signal for operational discipline; equity-heavy mix preserves linkage to TSR .
- Dilution/overhang: Proposed 5,000,000 share increase (to 15,719,300 plan reserve) raises overhang to ~17.5%; monitor shareholder sentiment and ATM usage for dilution risk and near-term supply overhang .
- Event-driven exposure: Double-trigger CIC terms with 1.5x base + target bonus and full acceleration create sensitivity to strategic alternatives; hedging prohibitions and pre-clearance lower timing-risk of opportunistic trades .
- Retention vs monetization: High underwater option exposure may constrain immediate monetization but supports retention until value inflection points (EFZO-FIT/EFZO-CONNECT results); watch say-on-pay outcome and insider filings for trading signals .