Arjun Goyal
About Arjun Goyal
Arjun Goyal, M.D., M.Phil., M.B.A., is an independent, non‑executive Class I director of Centessa Pharmaceuticals (CNTA), serving since January 2021; he is standing for re‑appointment at the June 20, 2025 AGM for a term through the 2028 AGM . He is age 42 and serves on the Audit and Compensation Committees; all directors other than the CEO are deemed independent by the Board . Dr. Goyal is a former Co‑Founder and Managing Director of Vida Ventures and previously a Principal at 5AM Ventures; he holds an M.D. (Universities of Melbourne and Oxford), an M.Phil. in Bioscience Enterprise (Cambridge), and an M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vida Ventures | Co‑Founder and Managing Director (former) | Not disclosed | Led/played key roles in investments in FIXX, Pionyr (acq. Gilead), Peloton (acq. Merck), Asklepios Bio (acq. Bayer) |
| 5AM Ventures | Principal | 2014–2017 (per bio) | Investor roles |
| Clinical practice | Postgraduate clinical training in Internal Medicine | Not disclosed | Sydney training; medical background |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Scorpion Therapeutics | Director (prior) | Public (then acquired) | Company acquired by Eli Lilly; prior board service |
| Quanta Therapeutics, Inc. | Director (prior) | Not disclosed | Prior board service |
| Affini‑T Therapeutics, Inc. | Director (prior) | Not disclosed | Prior board service |
| Alterome Therapeutics, Inc. | Director (prior) | Not disclosed | Prior board service |
| American Australian Association | Committee member (Education Fellowship) | Non‑profit | Committee service |
| Harvard Business School MS/MBA Life Sciences Program | Board of Advisors; Venture Capital Advisor | Academic | Advisory roles |
- No current public company directorships are disclosed for Dr. Goyal in CNTA’s 2025 proxy .
Board Governance
- Class I director; nominated for re‑appointment at the 2025 AGM; term to 2028 if elected .
- Committees: Audit Committee (member; chair: Carol Stuckley) and Compensation Committee (member; chair: Brett Zbar) .
- Independence: Board determined all directors except the CEO are independent (thus includes Dr. Goyal) .
- Attendance: In 2024 there were 4 Board, 5 Audit, and 5 Compensation meetings; all directors met at least 75% attendance on their boards/committees .
- AGM engagement: All directors other than Samarth Kulkarni attended the 2024 AGM (indicates Dr. Goyal attended) .
- Staggered board structure (Classes I–III) may reduce short‑term accountability to shareholders .
Fixed Compensation
| Component | Policy/Amount | Source |
|---|---|---|
| Board annual retainer (member) | $40,000 | |
| Audit Committee member retainer | $10,000 | |
| Compensation Committee member retainer | $7,500 | |
| 2024 cash fees – Arjun Goyal | $57,500 |
- Mapping: $40,000 Board + $10,000 Audit + $7,500 Compensation = $57,500, matching disclosed 2024 cash fees .
Performance Compensation
| Equity element | Grant policy | Vesting | 2024 grant value (Arjun Goyal) |
|---|---|---|---|
| Annual stock options (non‑employee directors) | 40,000 options each annual meeting (policy updated effective May 19, 2022) | Vests in full on the earlier of 1‑year anniversary or next AGM; full acceleration upon sale of the company | $287,242 (grant‑date fair value) |
- Performance metrics for director equity: none disclosed; director equity grants are time‑based options (no performance conditions) .
- Compensation consultant: Aon Radford engaged by Compensation Committee in 2024 (supports market‑based design) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Goyal in 2025 proxy |
| Prior public boards | Scorpion Therapeutics (prior; company later acquired by Eli Lilly) |
| Potential interlocks | CEO Saurabh Saha served on Scorpion’s board until its acquisition in Jan 2025; Dr. Goyal previously served on Scorpion’s board (overlap not stated) |
Expertise & Qualifications
- Medical and investing background: M.D.; venture investing at Vida Ventures (co‑founder) and 5AM Ventures; experience across multiple biotech investments and acquisitions .
- Education: M.D. (Universities of Melbourne and Oxford), M.Phil. in Bioscience Enterprise (Cambridge), M.B.A. (Harvard Business School) .
- Board‑relevant skills: capital allocation, biotech venture, clinical/scientific literacy; serving on Audit and Compensation committees .
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (shares/derivatives counted) | 160,570 shares (options exercisable within 60 days) | As of April 24, 2025; 0.12% of outstanding |
| Ownership % of outstanding shares | 0.12% | Based on 133,598,369 shares outstanding (as of April 25, 2025) |
| Options held (total) | 208,570 options | As of Dec 31, 2024 (director disclosure) |
| Shares pledged | Not disclosed | — |
| Hedging/derivatives policy | Company prohibits derivative transactions in company stock (hedging); policy addresses pledging risks though does not explicitly state a ban on pledging in the excerpt |
Director Compensation Mix (2024)
| Component | Amount | Mix |
|---|---|---|
| Cash fees | $57,500 | ~17% (calc. from disclosed amounts) |
| Option awards (grant‑date value) | $287,242 | ~83% (calc. from disclosed amounts) |
| Total | $344,742 | 100% |
Related Party/Conflicts Review
- Related‑party transactions: Other than compensation arrangements and specific transactions disclosed (e.g., indemnification agreements; registration rights for entities affiliated with Medicxi/Index), the company was not party to related‑person transactions since Jan 1, 2023; none are identified involving Dr. Goyal .
- Audit Committee reviews and approves related‑party transactions under the company’s policy .
Compensation Governance & Clawback
- Clawback/malus: Compensation Recovery Policy adopted (October 2023) per SEC/Nasdaq rules; applies to erroneously awarded incentive compensation; malus/clawback provisions apply to awards per policy .
Governance Assessment
-
Strengths:
- Independent director with relevant sector and investment expertise; serves on key oversight committees (Audit and Compensation) .
- Strong alignment via equity‑heavy director pay (~83% equity in 2024) .
- Attendance and engagement evidenced by ≥75% meeting attendance and 2024 AGM attendance .
- No related‑party transactions disclosed involving Dr. Goyal; RPTs overseen by Audit Committee .
- Company‑level clawback policy and prohibition on derivative transactions reduce misalignment risk .
-
Watch items:
- Staggered board structure may entrench directors and slow board refreshment .
- Director equity is time‑based options without performance metrics (standard for directors but reduces explicit performance linkage) .
- Trading policy excerpt prohibits derivatives; explicit prohibition on pledging not stated in the excerpt (monitor full policy) .
RED FLAGS: None disclosed specific to Dr. Goyal (attendance, related‑party transactions, or pay anomalies) in the 2025 proxy period .
Appendix: Committee Assignments Snapshot
| Committee | Members | Chair |
|---|---|---|
| Audit | Arjun Goyal; Carol Stuckley; Mary Lynne Hedley | Carol Stuckley |
| Compensation | Arjun Goyal; Brett Zbar; Samarth Kulkarni | Brett Zbar |
| Nominating & Corporate Governance | De Rubertis; Hukkelhoven; Kulkarni | Francesco De Rubertis |