Saurabh Saha
About Saurabh Saha
Saurabh Saha, M.D., Ph.D., is Chief Executive Officer and a Class III Director of Centessa Pharmaceuticals (CNTA). He is 48 years old as of April 24, 2025 and has served as CEO and director since January 2021 . His background spans biotech operating leadership, large-cap pharma R&D (Bristol Myers Squibb SVP of R&D), venture creation at Atlas Venture, strategy at McKinsey, and discovery leadership at Novartis . Company performance context during his tenure: CNTA remains a clinical-stage company with negative EBITDA across recent quarters as it invests in its orexin franchise; revenue recognition is modest/episodic (see table in “Performance & Track Record”). CNTA’s 2024 bonus framework paid at 135% of target on corporate goals weighted to pipeline advancement and organizational execution , and the Remuneration Report highlights 2024 execution milestones for the OX2R program (ORX750) and advancement to Phase 2a with data expected in 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP, R&D (led translational medicine across all therapeutic areas) | 2017–2021 | Spanned early discovery, development and commercialization; senior global R&D leadership at large-cap pharma |
| Atlas Venture (portfolio companies) | Venture Partner; CMO of Synlogic; CEO of Delinia (sold to Celgene) | 2015–2017 | Company creation/leadership culminating in sale of Delinia; operational CMO experience |
| McKinsey & Company | Consultant, pharmaceutical practice | n/d | Strategy and operations advisory in biopharma |
| Novartis | Director and Head, New Indications Discovery Unit | n/d | Led NIDU; drug discovery leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Clarivate PLC | Director | May 2023–present | Public company board service |
| Scorpion Therapeutics, Inc. | Director | Apr 2022–Jan 2025 | Service ended upon acquisition by Eli Lilly in Jan 2025 |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | 652,050 | 669,982 | Base salary for 2024 was $671,611 (disclosed as annual rate) |
| Target bonus (% of base) | 55% | 60% | Target bonus increased to 60% starting 2024 |
| Actual bonus paid ($) | 376,559 | 544,005 | 2024 bonuses paid at 135% of target based on corporate goals |
Additional 2025 salary context: Current base salary for 2025 is $685,000 .
Performance Compensation
- Annual cash incentive metrics and payout:
- Categories included non-clinical and clinical advancement, team and governance, and budget goals; 2024 payout set at 135% of target by the Compensation Committee .
- Weightings/quantitative targets were not disclosed.
| Metric category (2024) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Pipeline advancement (e.g., ORX750 progress) | n/d | n/d | Achieved milestones enabling Phase 2a initiation; broader franchise progress | Paid at 135% of target aggregate |
| Organizational execution/governance | n/d | n/d | Goals met per Committee assessment | See above |
| Financial/budget | n/d | n/d | Budget goals achieved | See above |
- Equity awards (grants outstanding at 12/31/2024; vesting mechanics):
- Options
- 2/19/2021: 3,782,621 exercisable; 86,864 unexercisable; strike $5.84; expiry 2/19/2031; vests 25% at 1-year then monthly .
- 2/1/2022: 531,250 exercisable; 218,750 unexercisable; strike $9.53; expiry 2/1/2032; vests in 48 equal monthly installments beginning March 1 of grant year .
- 2/1/2023: 144,375 exercisable; 170,625 unexercisable; strike $3.85; expiry 2/1/2033; 48-month monthly vesting .
- 2/1/2024: 120,167 exercisable; 456,633 unexercisable; strike $8.01; expiry 2/1/2034; 48-month monthly vesting .
- RSUs
- 2023 grant: 158,550 RSUs outstanding; vests in four equal annual installments .
- 2024 grant: 144,200 RSUs outstanding; vests in four equal annual installments .
- Total 2024 equity grant accounting values: Options $3,180,291; Stock awards (RSUs) $1,155,042 .
- Options
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 4,990,669 |
| Ownership (% of outstanding) | 3.60% (based on 133,598,369 shares) |
| Direct holdings | 7,167 shares |
| Trust holdings | 38,000 shares (trust where Dr. Saha and spouse are trustees) |
| Options exercisable within 60 days | 4,945,502 shares |
| Pledged shares | Company policy prohibits pledging and hedging by officers/directors ; no pledges disclosed |
Notes:
- Insider trading policy prohibits derivative transactions, hedging, and holding shares in margin/pledged accounts by executives and directors .
- Ownership guidelines (executive or director) are not disclosed in the proxy materials reviewed.
Employment Terms
- Employment agreement: Entered March 29, 2022 (amending prior offer letter) . CEO since Jan 18, 2021 .
- Current target bonus: 60% of base salary .
- Severance (outside change in control): If terminated without cause or resigns for good reason, 12 months’ salary continuation and employer COBRA contributions up to 12 months .
- Change-in-control (CoC) within 1 year post-sale (double trigger): Lump sum equal to 18 months’ base salary plus 150% of target bonus; 100% acceleration of time-based equity awards granted on or after Feb 1, 2022; employer COBRA contributions up to 18 months .
- Legacy single-trigger: Time-based awards granted prior to Feb 1, 2022 fully accelerate upon a sale of the Company per award terms .
- 280G cutback: If parachute payments trigger excise tax, benefits are reduced to avoid excise tax if that yields higher net-after-tax value (no gross-up) .
- Clawback/malus: Company adopted a Dodd-Frank compliant Compensation Recovery Policy in October 2023; applies to incentive compensation tied to financial measures and allows recovery/malus under specified circumstances (restatements, misconduct, miscalculation) .
Board Governance
- Role: CEO and Class III Director; not independent (Board determined all directors except Dr. Saha are independent under Nasdaq rules) .
- Board structure: Staggered board in three classes; Saha’s Class III term expires at the 2027 AGM .
- Chair and independence: Board Chair is Francesco De Rubertis (non-employee); separation of Chair/CEO mitigates concentration of power .
- Committees: Audit (Stuckley chair; Goyal, Hedley members), Compensation (Zbar chair; Kulkarni, Goyal), Nominating & Corporate Governance (De Rubertis chair; Hukkelhoven, Kulkarni) . Dr. Saha is not on any board committee.
- Attendance: In 2024 there were four Board meetings; all then-directors attended at least 75% of Board and committee meetings .
- Director pay: Non-employee director policy includes cash retainers and annual option grants; Dr. Saha receives no additional compensation for director service (compensated as CEO) .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Item | For | Against | Withheld | Outcome |
|---|---|---|---|---|---|
| 2025 AGM | UK Statutory Directors’ Remuneration Report (advisory) | 116,941,438 | 395,738 | 7,620,097 | Approved |
| 2025 AGM | Directors’ Remuneration Policy (binding) | 116,981,580 | 376,720 | 7,598,973 | Approved |
| 2024 AGM | UK Statutory Directors’ Remuneration Report (advisory) | 76,660,977 | 37,139 | 12,531,996 | Approved |
Performance & Track Record
- 2024 execution highlights (from Remuneration Report):
- Positive Phase 1 data for ORX750 supporting best-in-class potential (NT1, NT2, IH); advanced to Phase 2a (CRYSTAL-1) in late 2024 with data expected in 2025; follow-up OX2R agonists ORX142 and ORX489 in IND-enabling studies .
- Financial context (last 8 quarters):
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 6.85M * | —* | —* | —* | —* | 15.00M | —* | —* |
| EBITDA ($) | -35.08M* | -35.85M* | -43.74M* | -46.17M* | -74.49M* | -30.56M* | -54.43M* | -53.55M* |
Values retrieved from S&P Global. An asterisk indicates values without document citations.
Director Compensation (for context)
- Non‑employee director cash retainers: Board member $40,000; additional $30,000 for non-executive chair; Audit chair $20,000 (members $10,000); Compensation chair $15,000 (members $7,500); Nominating chair $10,000 (members $5,000) .
- Dr. Saha received no additional director compensation in 2024; his compensation is reported as a named executive officer .
Compensation Committee & Advisors
- Compensation Committee members: Brett Zbar (Chair), Samarth Kulkarni, Arjun Goyal .
- Independent compensation consultant: Aon Radford engaged in 2024 (and Aon’s Human Capital Solutions in 2023) to support competitiveness of executive and director pay .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by insider trading policy for executives and directors .
- Clawback: Implemented per SEC/Nasdaq rules; malus/clawback for restatements, miscalculation, misconduct .
- Change‑in‑control terms: Predominantly double-trigger; however, time‑based equity granted prior to Feb 1, 2022 fully accelerates on a sale, which is a single‑trigger feature (potential red flag for pay‑for‑performance alignment) .
- Tax gross‑ups: None; 280G cutback applies (shareholder‑friendly) .
- Related‑party transactions: Other than arrangements disclosed in proxy, no related party transactions since Jan 1, 2023 .
Investment Implications
- Pay‑for‑performance: 2024 cash incentive payout at 135% reflects strong internal execution on pipeline milestones; equity mix remains highly at‑risk with sizable multi‑year option and RSU grants and predominantly time‑based vesting . Governance mitigants include an independent chair, prohibitions on pledging/hedging, and a Dodd‑Frank clawback .
- Retention and supply overhang: Layered option grants with 48‑month monthly vesting (2022–2024) and RSUs with four‑year annual vesting imply steady new supply; pre‑2022 options have single‑trigger acceleration on a sale, which could amplify overhang in a transaction scenario .
- Alignment: Saha’s beneficial ownership (3.60%) skews heavily to vested options (4.95M options exercisable within 60 days), aligning upside with share appreciation but also concentrating exposure in option value .
- Shareholder support: High approval of remuneration report and new remuneration policy at the 2025 AGM reduces near‑term governance risk from say‑on‑pay challenges .
Education and credentials: M.D. and Ph.D. in cancer genetics (Johns Hopkins), alumnus of Harvard Business School (general management) and Oxford (biochemistry), B.Sc. in biology (Caltech) .