Curtis Oltmans
About Curtis Oltmans
Curtis Oltmans, J.D., age 61, is Chief Legal Officer (since August 2022) and previously served as General Counsel (since November 2020). He was VP, Head of Litigation at DaVita; General Counsel at Array BioPharma; and U.S. General Counsel at Novo Nordisk. He serves on the board of Avenue Therapeutics. He holds a B.A. in Political Science and a J.D. from the University of Nebraska . Company performance context: FY2024 revenue rose to $80.0M from $2.8M in FY2023, driven by an $80M Sanofi upfront; net loss improved to $9.7M (from $97.3M) while TSR declined (value of initial $100 to $64.56 vs. $92.72 in 2023) . Revenue figures: $80.0M (FY2024), $2.805M (FY2023), $6.342M (FY2022); Net Income: $(9.7)M (FY2024), $(97.3)M (FY2023), $(109.9)M (FY2022) (*Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DaVita, Inc. | VP, Head of Litigation | 2019–2020 | Led litigation function at large healthcare operator . |
| Array BioPharma | General Counsel | Prior to 2019 | Oversaw legal through acquisition by Pfizer . |
| Novo Nordisk (U.S.) | U.S. General Counsel | Prior to Array | Led U.S. legal at global pharmaceutical company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avenue Therapeutics, Inc. | Director | Current | Governance oversight at biopharma company . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (set) |
|---|---|---|---|
| Base Salary ($) | 436,800 | 454,000 | 472,200 |
| Target Bonus (%) | 40% | 40% | 40% |
| Actual Bonus Paid ($) | 148,600 | 118,100 | — |
Notes:
- 2024 payouts were based on corporate performance goals with a 65% of target outcome; 2023 payouts were 85% of target .
Performance Compensation
Annual Cash Incentive Plan
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance goals (development, research, operations, HR) | Committee uses preliminary weightings; evaluates holistically | 40% of salary | 65% of target (2024) | $118,100 (2024) | Cash when approved |
| Corporate performance goals | Committee evaluates holistically | 40% of salary | 85% of target (2023) | $148,600 (2023) | Cash when approved |
Equity Awards (Grants and Vesting Mechanics)
- No RSUs/PSUs outstanding for named executive officers at 12/31/2024; equity is in stock options vesting quarterly over four years (new hire grants: 25% at 1-year, then 6.25% quarterly) .
- 2024 option award for Oltmans: option with $6.95 strike expiring 1/25/2034; vests in equal quarterly installments starting 1/1/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 459,062 shares (13,274 shares + 445,788 options) |
| Ownership % of outstanding | Less than 1% |
| Options exercisable vs unexercisable | See table below |
| Hedging/Pledging | Company prohibits hedging and pledging; exceptions for non-margin loans only in extraordinary situations with capacity proof . |
| Stock ownership guidelines | Not disclosed for executives; director program detailed separately . |
| Clawback policy | Adopted Nov 2023; covers erroneously awarded incentive compensation upon restatement, administered by Compensation & HCM Committee . |
Outstanding Equity Awards at 12/31/2024 (Options)
| Grant Identifier | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 2010 grant | 153,600 | — | 11.82 | 12/2/2030 | Standard quarterly vest schedule . |
| 2022 grant | 41,250 | 18,750 | 12.69 | 1/18/2032 | Quarterly over 4 years starting 1/1/2022 . |
| 2022 grant | 28,125 | 21,875 | 7.40 | 8/8/2032 | 25% on 7/1/2023; then quarterly . |
| 2023 grant | 65,625 | 84,375 | 12.59 | 2/8/2033 | Quarterly over 4 years starting 1/1/2023 . |
| 2023 grant | 47,813 | 79,687 | 2.58 | 4/25/2033 | 25% on 4/26/2024; then quarterly . |
| 2024 grant | 28,125 | 121,875 | 6.95 | 1/25/2034 | Quarterly over 4 years starting 1/1/2024 . |
Employment Terms
- Severance (non-CIC termination without cause or for good reason): 9 months of base salary and up to 9 months COBRA premium contributions (subject to eligibility) .
- Change-in-control (double-trigger within 12 months): 12 months of base salary, up to 12 months COBRA, lump sum equal to 100% of target bonus, and full acceleration of time-based unvested equity awards (become fully exercisable/non-forfeitable) .
- Restrictive covenants: Standard agreements include confidentiality (indefinite) and 1-year non-solicitation; assignment of inventions terms; license for prior inventions incorporated into company works .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 6,342,000 | 2,805,000 | 80,000,000 |
| Net Income ($) | (109,871,000)* | (97,335,000)* | (9,725,000)* |
| TSR (Value of $100 investment) | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return ($) | 92.72 | 64.56 |
Note: Asterisk denotes values retrieved from S&P Global.
Key operational context:
- $80M Sanofi upfront recognized in 2024; Phase 3 losmapimod in FSHD did not meet primary endpoint; losmapimod development suspended .
- Compensation programs emphasize time-vested stock options; equity grant timing formalized under 2025 equity grant policy; clawback policy effective Nov 2023 .
Compensation Structure Analysis
- Cash vs equity mix: Option grant fair value decreased from $1,734,261 (2023) to $853,140 (2024); annual cash bonus decreased from $148,600 (2023) to $118,100 (2024), while base salary increased to $454,000 (2024) .
- Shift to options: Executive equity granted as time-vested options; no RSUs/PSUs outstanding for NEOs at year-end; options align value creation with share price increases .
- Performance calibration: Bonus outcomes moved from 85% (2023) to 65% (2024) reflecting mixed corporate results (program discontinuation offset by Sanofi deal) .
- Governance safeguards: Anti-hedging/anti-pledging policy and compensation recovery policy (clawback) reduce misalignment risk .
Say-on-Pay & Peer Benchmarking
- 2025 proxy includes say-on-pay proposal and recommends “FOR”; frequency vote recommended “ONE YEAR” cadence .
- Committee uses Aon as independent consultant for benchmarking; specific peer group not disclosed; committee concluded no conflicts with consultant .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (limited pledge exceptions only) .
- No tax gross-ups noted for Oltmans; CEO/CFO had housing/travel allowance gross-ups; clawback policy in place .
- Option acceleration on CIC is double-trigger via termination, not single-trigger; reduces windfall risk .
Investment Implications
- Alignment: Oltmans’ compensation is primarily salary plus annual cash tied to corporate goals and time-vested options, favoring retention and long-term alignment without aggressive single-trigger acceleration .
- Retention risk: Severance terms (9–12 months salary, bonus in CIC, and time-vested option acceleration only upon termination) are standard and should stabilize retention; 2025 salary and target bonus maintained at market-consistent levels .
- Selling pressure: Company policy restricts hedging/pledging; no specific disclosures of pledged shares for Oltmans; large option overhang exists but vests over time .
- Execution risk: 2024 bonus outcome reduced to 65% of target amid program setbacks, yet revenue surge and net loss improvement indicate operational responsiveness; TSR decline underscores investor sensitivity to clinical results .