Yat Sun Or
ENANTA PHARMACEUTICALSAbout Yat Sun Or
Yat Sun Or, Ph.D. (age 73) has served as Enanta’s Chief Scientific Officer since November 1999. He holds a Ph.D. in Organic Chemistry from the University of Chicago and completed postdoctoral fellowships at Ohio State University and Indiana University; prior roles include leadership positions at Abbott Laboratories (1985–1999) and cardiovascular drug discovery at Schering-Plough, with two Abbott Chairman’s Awards for research leading to immunosuppressant and antibacterial drugs . Over the last four fiscal years, Enanta’s pay-versus-performance table shows challenging TSR outcomes in 2023–2024 and negative net income, underscoring a tough backdrop for incentive realization and equity value creation during the period .
TSR and net income context (company-level):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Value of initial $100 investment (Enanta TSR) | 124 | 113 | 24 | 23 |
| Net Income (Loss), $000s | (78,996) | (121,755) | (133,816) | (116,045) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enanta Pharmaceuticals | Chief Scientific Officer | Since Nov 1999 | Leads R&D strategy; CSO through shifting equity incentives toward options and performance units to align with R&D milestones and relative TSR . |
| Abbott Laboratories | Leadership roles in discovery | 1985–1999 | Two Chairman’s Awards; research led to immunosuppressant/antibacterial drug discovery/development . |
| Schering-Plough | Cardiovascular drug discovery team | Pre-1985 | Early-stage cardiovascular discovery experience . |
External Roles
- No external public company directorships or committee roles for Dr. Or are disclosed in ENTA’s proxy/executive officer section .
Fixed Compensation
Multi-year cash compensation and targets:
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 486,525 | 501,250 | 537,050 |
| Non-Equity Incentive Plan Compensation ($) | 224,010 | 199,695 | 181,166 |
| All Other Compensation ($) | 19,211 | 19,218 | 21,892 |
| Total ($) | 1,992,111 | 2,469,600 | 1,222,705 |
Base salary approvals (calendar year basis):
| Calendar Year | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 505,000 | 525,200 | 541,000 |
Annual variable cash compensation structure (NEOs except CEO):
- Target bonus opportunity as % of salary: 40% (2022–2024) .
- Weighting: 70% corporate objectives, 30% individual objectives; CEO is 100% corporate .
| Element | Weighting | Target (as % of Salary) | Notes |
|---|---|---|---|
| Corporate Objectives (R&D-heavy) | 70% | 40% | Objectives are pre-set; payout capped at 150% of target; actual payout shown in fiscal tables above reflects a 25%/75% calendar-year blend methodology . |
| Individual Objectives | 30% | 40% | CEO recommends individual assessments to Comp Committee . |
Performance Compensation
Summary of equity grants and structures (focus on FY 2024 grants to Dr. Or):
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Exercise/Strike | Grant Date FV ($) | Vesting / Performance |
|---|---|---|---|---|---|---|---|
| Stock Options | 11/22/2023 | — | — | — | $8.99 | 422,664 | Time-based; vests quarterly in 16 equal tranches over 4 years . |
| rTSRUs | 12/19/2023 | 2,750 | 5,500 | 8,250 | — | 54,395 | 2-year performance; vest 0–150% based on Enanta TSR vs Nasdaq Biotech Index; threshold = 40th percentile for 50% payout; measurement compares avg closing prices in last 60 trading days of 2023 vs 2025 . |
| PSUs (annual) | 12/19/2023 | 825 | 5,500 | 8,250 | — | — (not probable at grant) | 2-year R&D milestones across 3 categories; 0–150% payout; eligible by 12/31/2025 . |
| PSUs (one-time, achieved) | 1/4/2024 | — | 460 | — | — | 5,538 | Granted because milestone was achieved at grant; settlement per plan . |
Performance realization track record (all NEOs, including Or):
- PSUs granted Dec 2021: 70% vested at 12/31/2023; PSUs granted Dec 2022: 150% vested at 12/31/2024; PSUs granted Dec 2023: next eligible 12/31/2025 .
- rTSRUs granted Dec 2021: vested at 127% at 12/31/2023; rTSRUs granted Dec 2022: 0% at 12/31/2024; rTSRUs granted Dec 2023: eligible 12/31/2025 .
Compensation philosophy, peer benchmarking, and 2024 changes:
- Program targets ~50th percentile of peers for base, target cash, and equity; emphasis on at-risk pay tied to R&D objectives and 2-year PSU/rTSRU performance cycles .
- Starting FY 2024, time-based equity shifted to all options and sized below 50th percentile given stock declines; performance awards sized to 20% of the 50th percentile equity level (split evenly PSUs/rTSRUs) .
- 2024 rTSRUs require rank at least 40th percentile to earn 50%; no vest if no stock price increase over measurement period .
Equity Ownership & Alignment
Beneficial ownership (as of Dec 16, 2024):
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Yat Sun Or, Ph.D. | 594,509 | 2.79% |
Notes:
- Beneficial ownership excludes PSUs and rTSRUs not issuable within 60 days of Dec 16, 2024 .
- Company prohibits insider hedging and pledging; also prohibits purchases on margin and pledging as collateral by executives and directors .
Outstanding equity awards (as of Sept 30, 2024) — Dr. Or:
Options
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 11/20/2014 | 36,500 | — | $44.00 | 11/20/2024 |
| 11/20/2015 | 33,000 | — | $31.42 | 11/20/2025 |
| 11/18/2016 | 35,000 | — | $30.00 | 11/18/2026 |
| 11/17/2017 | 23,500 | — | $48.52 | 11/17/2027 |
| 11/16/2018 | 20,000 | — | $81.20 | 11/16/2028 |
| 11/18/2019 | 30,000 | — | $63.35 | 11/18/2029 |
| 11/20/2020 | 28,875 | 1,925 | $43.57 | 11/20/2030 |
| 11/19/2021 | 19,525 | 8,875 | $75.33 | 11/19/2031 |
| 11/23/2022 | 19,687 | 25,313 | $45.00 | 11/23/2032 |
| 11/22/2023 | 16,125 | 69,875 | $8.99 | 11/22/2033 |
- Unexercisable tranches vest quarterly in equal 1/16 increments over four years from grant .
Time-based RSUs (unvested)
| Grant Date | Units Unvested | Market Value (at $10.36) |
|---|---|---|
| 11/20/2020 | 1,900 | $19,684 |
| 11/19/2021 | 3,400 | $35,224 |
| 11/23/2022 | 15,750 | $163,170 |
Performance/market-based units (unearned as of 9/30/24)
| Grant Date | Units (Type) | Market/Payout Value |
|---|---|---|
| 12/22/2022 | 6,500 (a) | $67,340 |
| 12/22/2022 | 6,500 (b) | $67,340 |
| 12/19/2023 | 5,500 (c) | $56,980 |
| 12/19/2023 | 5,500 (d) | $56,980 |
Plan-level supply and structure (alignment/overhang context):
- As of Dec 31, 2024: 4,758,263 shares reserved for outstanding options; 346,154 for outstanding RSUs; 267,645 for PSUs/rTSRUs at target; total 7,283,492 under equity plans or reserved; weighted average option exercise price $41.57; remaining term 7.3 years .
Policies and controls:
- Hedging/pledging prohibited; option repricing requires shareholder approval; clawback adopted effective Oct 2, 2023, requiring recovery of incentive comp for certain restatements over prior three completed fiscal years .
Potential selling pressure signals:
- Quarterly option vesting creates regular unlock cadence .
- 2023-granted PSUs/rTSRUs are next eligible at 12/31/2025 with settlement in the following February (historical practice), creating a potential early 2026 issuance event; 2022 grants already settled (PSUs 150% at 12/31/2024; rTSRUs 0%) .
- In connection with an October 2025 offering, executive officers agreed to a 60-day lock-up; permitted transfers include tax-withholding sell-to-cover and existing Rule 10b5-1 plans, limiting near-term sales during the restricted period .
Employment Terms
Change-in-control and severance economics:
- If Dr. Or is terminated without cause or constructively terminated within 12 months after a change in control: lump sum equal to 12 months base salary, plus 100% of target annual bonus, and up to 12 months of benefit continuation; all unvested options/RSUs vest; PSUs vest at target (double-trigger acceleration) .
- If terminated without cause (outside 12 months post-CIC) or voluntary for good reason: lump sum equal to 6 months base salary and up to 6 months of benefits .
Say-on-Pay, Peer Group, and Governance Considerations
- 2024 say-on-pay support was ~79%; Comp Committee responded by moderating FY 2025 equity awards and contextualized high 2023 accounting grant values as stock price-driven .
- Compensation targets ~50th percentile of peers; Alpine Rewards LLC serves as independent consultant; 2024 peer group composition and criteria updated to align with Enanta’s scale and pipeline stage .
Investment Implications
- Pay-for-performance design tightened in FY 2024: time-based equity concentrated in options sized below 50th percentile, with performance equity now 20% of targeted equity at 50th percentile—heightening dependence on R&D milestone execution and relative TSR outcomes for upside; this is positive for alignment but increases realization risk in weak biotech markets .
- Near-term selling pressure appears constrained by (a) policy prohibitions on hedging/pledging, (b) quarterly vesting cadence rather than large annual RSU cliffs, and (c) the 60-day lock-up around the Oct 2025 offering; larger potential issuance/supply event likely post-12/31/2025 upon PSU/rTSRU determination and typical February settlement cycle .
- Retention risk: severance for non-CEO NEOs (including Or) is relatively standard (6 months outside CIC; 12 months + target bonus and full acceleration on double-trigger within CIC window), which is adequate but not unusually protective; longevity since 1999 suggests strong institutional knowledge, but negative TSR and net income could affect motivation if equity remains out-of-the-money at higher legacy strikes .
- Governance: Clawback, no hedging/pledging, and no option repricing without shareholder approval are favorable; say-on-pay at ~79% signals room for improved investor alignment but not acute opposition, and the committee has adjusted award sizing accordingly .