Scott Rottinghaus
ENANTA PHARMACEUTICALSAbout Scott Rottinghaus
Scott T. Rottinghaus, M.D., is Chief Medical Officer (CMO) of Enanta Pharmaceuticals, serving since August 2022; he is 51 and holds an M.D. from Mayo Medical School, an M.Sc. (Biology) from the University of Cambridge, and B.A. (Classics) and B.S. (Biology) degrees from Kansas State University . Prior roles include senior clinical development leadership at Alexion (most recently VP and Head of Clinical Development for Hematology/Nephrology) and Pfizer; he also held academic appointments at Yale School of Medicine . Enanta’s cumulative TSR declined during his tenure period (value of $100 investment fell to $23 in FY2024 vs $24 in FY2023), and the company reported FY2024 net loss of $116.0M, framing the pay-for-performance context and equity award realizability risk for executives . The compensation program emphasizes R&D milestone achievement and relative TSR; corporate performance ratings used for incentive payouts were 90% for calendar 2023 and 75% for calendar 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexion (Alexion AstraZeneca Rare Disease) | VP & Head of Clinical Development, Hematology & Nephrology | 2019–Aug 2022 | Led development for multiple clinical assets, including ravulizumab, across hematology/nephrology . |
| Alexion | Clinical Development roles | 2015–2019 | Progressed development programs in rare disease; built functional leadership track record . |
| Pfizer | Senior Director, Global Clinical Lead (clinical development) | 2007–2015 | Led global clinical programs, gaining large-cap governance and execution experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yale School of Medicine | Assistant Clinical Professor of Medicine | 2017–2019 | Taught residents/fellows on infectious diseases consult service . |
| Yale School of Medicine | Clinical Instructor of Medicine | 2008–2017 | Academic clinical teaching . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 77,557 | 530,250 | 544,000 |
| Base Salary (Calendar-Year Rate) ($) | 525,000 (CY22) | 532,000 (CY23) | 548,000 (CY24) |
| Target Bonus (% of Salary) | 45% (CY22) | 45% (CY23) | 45% (CY24) |
| Actual Non-Equity Incentive ($) | 29,295 (partial year) | 190,678 | 210,040 |
| All Other Compensation ($) | 337 | 11,448 | 22,098 |
Notes:
- Variable cash weighting: 70% corporate, 30% individual for NEOs other than the CEO .
- Corporate performance ratings used: 90% for CY2023; 75% for CY2024; individual rating for Dr. Rottinghaus in CY2023 was 110% (2024 individual rating not disclosed) .
Performance Compensation
Annual Cash Incentive Framework
| Component | Weight | Target | Actual Basis |
|---|---|---|---|
| Corporate performance (R&D milestones/business development) | 70% | 45% of salary target bonus | 90% (CY2023), 75% (CY2024) corporate ratings |
| Individual performance | 30% | Included in 45% target | 110% (CY2023) for Dr. Rottinghaus; 2024 not disclosed |
Equity Awards (Grants impacting FY2024)
| Award Type | Grant Date | Target/Granted | Terms | Vesting/Measurement |
|---|---|---|---|---|
| Stock Options | 11/22/2023 | 86,000 options | Exercise price $8.99; 10-year term | Quarterly vesting over 4 years |
| rTSRUs (2024 cycle) | 12/19/2023 | Target 5,500 (Thresh 2,750; Max 8,250) | Pays 0–150% based on Enanta relative TSR vs Nasdaq Biotech Index (40th pct=50%, 60th=100%, 75th=150%) | 60-day avg price windows: end-2023 vs end-2025; settles Feb 2026 if employed |
| PSUs (2024 cycle) | 12/19/2023 | Target 5,500 (Thresh 825; Max 8,250) | 3 categories of R&D “stretch” milestones; 0–150% payout; no discretion to adjust criteria | Performance period through 12/31/2025; settles Feb 2026 if employed |
| One-time PSUs (deemed vested at award) | 1/4/2024 | 322 units | Granted recognizing progress on pediatric RSV enrollment; deemed vested at grant | Settled with other 2021 PSU vestings (Feb 2024) |
Program design shifts in FY2024: all time-based annual awards delivered as options (no time-based RSUs), with performance awards sized to 20% of 50th percentile equity levels; options and performance units together target the 50th percentile at achievement of PSU/rTSRU targets .
PSU categories and emphasis: clinical advancement (highest weighting), research milestones, and other value-driving transactions (e.g., out-licensing); prior cohorts saw PSU vesting outcomes of 70% (2022 grants) and 150% (2023 grants), while rTSRUs vested at 0% for the 2022 grants on negative TSR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/16/2024) | 74,918 shares (4,418 common + 70,500 options exercisable within 60 days) ≈ 0.35% of outstanding . |
| Outstanding Options (9/30/2024) | 37,500 ex / 37,500 unexercisable at $71.27 (8/8/2032); 6,562 ex / 8,438 unexercisable at $45.00 (11/23/2032); 10,750 ex / 69,875 unexercisable at $8.99 (11/22/2033) . |
| Unvested RSUs (service-based) | 10,000 (8/8/2022 grant) and 5,250 (11/23/2022 grant) unvested as of 9/30/2024 . |
| Unvested PSUs/rTSRUs (targets) | 6,500 PSUs and 6,500 rTSRUs (Dec 2022 cohort; 150% of PSUs vested as of 12/31/2024; rTSRUs 0%); 5,500 PSUs and 5,500 rTSRUs (Dec 2023 cohort; in flight) . |
| Hedging/Pledging | Executives prohibited from hedging and pledging company stock; no repricing without shareholder approval . |
| Ownership Guidelines | Not disclosed for executives in proxy; company-wide equity culture emphasized . |
| Option Moneyness (Retention/Selling Pressure) | As of 12/31/2024, all options were out-of-the-money (closing price $5.75); 68% were >500% OTM—limiting near-term exercise/selling pressure . |
Employment Terms
| Scenario | Cash Severance | Bonus | Benefits | Equity Treatment | Illustrative Total (as of 9/30/2024) |
|---|---|---|---|---|---|
| Termination without Cause (non-CIC) | 6 months base salary | — | Up to 6 months benefits | No acceleration | $566,043 (incl. $548,000 salary; $13,878 benefits; $4,165 vacation) |
| Termination without Cause or Good Reason (within 12 months post-CIC; double-trigger) | 12 months base salary | 100% of target bonus | Up to 12 months benefits | Full vesting of options/RSUs; PSUs vest at target | $1,247,879 (incl. $548,000 salary; $246,600 bonus; $27,756 benefits; $4,165 vacation; $421,358 equity) |
Additional policies: Dodd-Frank-compliant clawback policy effective Oct 2, 2023; insider trading policy with preclearance and blackout windows .
Performance & Track Record
- Corporate objectives emphasized advancing RSV programs (zelicapavir adult high-risk and pediatric studies), EDP-235 COVID-19 program data, and KIT inhibitor research; corporate performance ratings set at 90% for CY2023 and 75% for CY2024, influencing cash bonus outcomes .
- Pay-versus-performance disclosure shows cumulative TSR underperformance versus Nasdaq Biotech Index over recent years (FY2024 $100→$23 for ENTA vs $112 for NBI), and sustained net losses, highlighting challenging external conditions for equity realizations of performance awards .
Compensation Structure Analysis
- Shift to options-only for time-based equity in FY2024 (no time-based RSUs) reduced guaranteed value and placed more emphasis on outperformance and retention; performance awards resized to 20% of market-median equity value with options making up the balance at median if targets achieved .
- All options OTM as of 12/31/2024 (closing price $5.75), with 68% >500% OTM—reducing windfall risk and near-term selling pressure but elevating retention risk if equity remains underwater .
- rTSRU thresholds lowered for the Dec 2023 grant (40th/60th/75th percentiles vs higher thresholds in prior cycles), potentially improving attainability of market-based vesting in a down biotech tape while keeping performance leverage (0–150%) .
- 2024 say-on-pay approval was ~79%, prompting “more modest” NEO equity awards for fiscal 2025; 2023 say-on-pay approval was 92% .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: ~79% at 2024 meeting; committee responded by moderating NEO equity awards for fiscal 2025 and noted higher FY2023 grant-date values reflected then-higher stock prices .
- Prior year (2023) Say-on-Pay approval: ~92% .
Equity Ownership & Peer Benchmarking Context
- Beneficial ownership for Dr. Rottinghaus remains modest (0.35% incl. options exercisable within 60 days), aligning incentive to stock price recovery but not indicating concentrated insider power .
- Peer benchmarking targets 50th percentile pay positioning with performance-based opportunity; peer set updated in 2024 to reflect market cap/revenue bands; equity burn rate averaged ~4.2% net over 3 years .
Investment Implications
- Alignment: High portion of equity remains contingent (PSUs/rTSRUs); options are OTM—payoff requires pipeline progress and relative TSR improvement, aligning management incentives with value creation .
- Retention risk: Extensive OTM options and reduced realizable equity increase retention risk; company requested additional equity pool due to low incentive value and to support retention—watch 2025/2026 grants and performance award sizing .
- Event risk: Double-trigger CIC terms (12 months salary + 100% bonus + full equity acceleration at target for PSUs) create moderate transaction costs; higher PSU target vesting on CIC could be dilutive in a deal outcome .
- Trading signals: With options OTM and vesting PSUs/rTSRUs dependent on milestones and relative TSR, insider selling pressure appears limited near term; monitor any RSU settlements and tax-withholding sales (one late Form 4 related to RSU tax withholding was noted in 2023) .
- Governance: Hedging/pledging and repricing prohibitions plus clawback policy are shareholder-friendly; 2024 SOP feedback loop suggests responsiveness of the committee .
Key watch items: (1) RSV and other R&D milestones mapped to 2023–2025 PSUs; (2) relative TSR path into Dec 2025 for rTSRUs; (3) any incremental equity plan share requests/overhang; (4) realized cash bonus outcomes vs corporate ratings; (5) retention and leadership stability in clinical development.
Data sources: Enanta DEF 14A (2025, 2024) and Item 5.02 8-K (where applicable).
Citations:
- Executive biography, education, age, tenure:
- Pay-versus-performance (TSR, net income):
- Corporate performance ratings and objectives:
- Fixed comp and bonus targets/payouts:
- Equity grants/terms/thresholds/vesting:
- Outstanding awards and ownership:
- Hedging/pledging/repricing/clawback policies:
- Option moneyness and retention rationale:
- Severance/CIC terms and illustrative payouts:
- Say-on-pay outcomes and committee response:
- Burn rate and equity plan context: