Stuart Lutzker
About Stuart Lutzker
Stuart Lutzker, M.D., Ph.D., age 64, is co‑founder and President, Research & Development at ArriVent BioPharma and has served as a director since June 2021; he previously served as Chief Medical Officer from June 2021 to February 2022 . He holds an M.D. and Ph.D. in biochemistry from Columbia University and led early clinical development at Genentech for multiple oncology assets including Kadcyla, Polivy, Venclexta, Cotellic, Lunsumio and Tecentriq . Proxy materials do not disclose TSR, revenue, or EBITDA growth metrics tied to his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArriVent BioPharma | Chief Medical Officer | Jun 2021 – Feb 2022 | Established clinical leadership at company inception; transitioned R&D leadership |
| ArriVent BioPharma | President, Research & Development | Feb 2022 – Present | Leads R&D strategy and execution as co‑founder; board member |
| Genentech | VP, Head of Oncology, Early Clinical Development | Apr 2004 – Mar 2021 | Oversaw early clinical development for Kadcyla, Polivy, Venclexta, Cotellic, Lunsumio, Tecentriq |
External Roles
No additional public company directorships or external roles are disclosed for Dr. Lutzker in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Option Awards Fair Value ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 476,867 | 40% of base | 219,359 | 119,326 | 13,200 (401k match) | 828,752 |
| 2024 | 495,941 | 40% of base | 179,035 | 297,457 | 13,534 (401k match) | 985,967 |
| 2025 (as set) | 517,437 (effective Feb 1, 2025) | 40% of base | N/A | N/A | N/A | N/A |
Offer letter and salary history for 2023 and 2024 are summarized in the proxy; 2025 salary was approved by the compensation committee .
Performance Compensation
| Metric Category | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Corporate objectives (pipeline milestones) | Not disclosed | Not disclosed | Annual cash bonus paid per achievement | Bonus program rewards pipeline, financial and strategic goals; specific metrics/weights not disclosed |
| Financial and strategic goals | Not disclosed | Not disclosed | Part of annual bonus | Determined by Board/Comp Committee; details not disclosed |
| Equity (stock options) | N/A | Four-year vesting | Ongoing vesting per schedule | Options granted annually; vest 25% at 1‑year, then monthly for 36 months |
No PSUs/RSUs, explicit TSR, revenue, EBITDA targets, or ESG metrics are disclosed for Dr. Lutzker’s incentives in the proxy .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 308,219 shares (<1%) | Comprised of 147,744 common shares and 160,475 options exercisable within 60 days |
| Ownership as % of shares outstanding | ~0.91% | 308,219 / 34,045,193 shares outstanding (Apr 21, 2025) |
| Options – exercisable (as of 12/31/2024) | 120,988 | 53,425 (9/8/2021) + 17,703 (2/1/2022 grant A) + 30,274 (2/1/2022 grant B) + 19,586 (2/1/2023) |
| Options – unexercisable (as of 12/31/2024) | 104,518 | 12,321 (9/8/2021) + 7,280 (2/1/2022 A) + 12,460 (2/1/2022 B) + 23,148 (2/1/2023) + 49,309 (1/1/2024) |
| Hedging/pledging | Prohibited | Company policy bans pledging/margin accounts and hedging for directors/executives |
| Board compensation | None (employee director) | Employee directors do not receive separate board pay |
Outstanding Equity Awards Detail (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 9/8/2021 | 53,425 | 12,321 | 2.28 | 9/7/2031 |
| 2/1/2022 (Grant A) | 17,703 | 7,280 | 2.28 | 1/31/2032 |
| 2/1/2022 (Grant B) | 30,274 | 12,460 | 2.28 | 1/31/2032 |
| 2/1/2023 | 19,586 | 23,148 | 3.65 | 1/31/2033 |
| 1/1/2024 | — | 49,309 | 7.76 | 12/31/2033 |
Upcoming vesting and potential supply overhang
- 1/1/2024 grant: 25% (12,327 options) vested on 1/1/2025; remaining 36 monthly tranches through 12/31/2027 .
- 2/3/2025 grant: 120,000 options; 25% (30,000) vest on 2/3/2026; monthly thereafter for 36 months through 2/3/2029 .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Offer letter | Initial base $420,000; target bonus 30%; later increased to 40% bonus and base to $478,400 (Feb 1, 2023), $497,536 (Feb 1, 2024), $517,437 (Feb 1, 2025) | At‑will employment |
| Annual equity grants | Options: 42,734 (2/1/2023); 49,309 (1/1/2024); 120,000 (2/3/2025) | 4‑year vest; 25% at 1‑year, then monthly |
| Severance (no Change in Control) | 1.25x base + pro‑rated target bonus; pro‑rated annual bonus; COBRA for 15 months; outplacement | Salary continuation |
| Change in Control severance (double‑trigger) | 1.5x base + target bonus (lump sum); target bonus for year; COBRA for 18 months; full vesting of unvested equity; option exercise window extended to 1 year post‑termination; outplacement | CIC definition provided; “Good Reason” covers pay, role, benefits, relocation, successor obligations |
| Clawbacks/gross‑ups | Not disclosed | — |
Board Governance & Service
- Board service: Director since June 2021; Class II term through 2026 annual meeting .
- Independence: Not independent due to executive role; only CEO (Yao) and Lutzker are non‑independent on the board .
- Committees: Not listed as a member of Audit, Compensation, or Nominating/Governance; those committees are fully independent .
- Attendance: No director attended fewer than 75% of board/committee meetings in 2024 .
- Board leadership: CEO also serves as Chairman; a Lead Independent Director role is in place (Kristine Peterson) to mitigate dual‑role concentration .
Compensation Committee Context (governance levers)
- Compensation Committee members: Kristine Peterson (Chair), John Hohneker, Merdad Parsey; all independent .
- Responsibilities include CEO goals, executive pay approval, plan administration, and advisor oversight .
Related Party, Hedging/Pledging, and Trading Policies
- Insider trading policy prohibits short‑term trading, hedging, pledging, margin accounts, and publicly traded options; pre‑clearance required for directors/executives; blackout windows apply .
- Rule 10b5‑1 plans may be used by insiders to structure trades when not in possession of MNPI .
Investment Implications
- Pay‑for‑performance alignment: Cash bonuses are tied to corporate pipeline/strategic goals but lack disclosed metric detail or weights, limiting transparency; equity is entirely option‑based with long vesting to promote retention .
- Vesting overhang: Significant scheduled vesting from the 1/1/2024 and 2/3/2025 option grants could create orderly selling via 10b5‑1 plans; company policy reduces hedging/pledging risk .
- Governance balance: Lutzker’s dual role as executive and director reduces independence, but committee structures and a Lead Independent Director mitigate oversight concerns; he receives no board fees, limiting potential misalignment from director pay .
- Retention and CIC economics: Double‑trigger, full acceleration and 1‑year option exercise extension under CIC materially increase retention value but also raise potential payout magnitude in strategic transactions; non‑CIC severance is moderate .
- Ownership alignment: ~0.91% beneficial stake including near‑term exercisable options indicates meaningful skin‑in‑the‑game for a mid‑cap biotech, with strict prohibitions on pledging and hedging supporting shareholder alignment .