Richard Aranda
Gossamer BioAbout Richard Aranda
Richard Aranda, M.D., age 65, is Chief Medical Officer (CMO) of Gossamer Bio and has served in this role since June 2021 after joining Gossamer in February 2018 as SVP and Head of Clinical Development . He holds an M.D. from Stanford Medical School and a B.A. in Biology from UC Santa Cruz; prior to industry, he was on faculty at UCLA’s Division of Digestive Diseases and the West LA VA focusing on patient care and immunological research . As CMO, he leads late-stage clinical execution; company-level 2024 bonuses were paid at 95% of corporate target based on achievement of clinical/regulatory and collaboration milestones, and his individual assessment was 110%, reflecting execution progress during the year . He publicly highlighted Phase 3 program design and milestones (PROSERA in PAH; SERANATA in PH‑ILD), underscoring near-term binary catalysts for the program he oversees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gossamer Bio | Chief Medical Officer | Since Jun 2021 | Leads late-stage clinical development; stewarded PROSERA Phase 3 (PAH) and SERANATA Phase 3 design (PH‑ILD) . |
| Gossamer Bio | SVP, Head of Clinical Development | Feb 2018–Jun 2021 | Built and led clinical development organization pre‑CMO . |
| Receptos/Celgene | VP, Clinical Development | 2015–2018 | Contributed to late-stage programs for ozanimod (MS/IBD) and RPC4046 (EoE) . |
| Novo Nordisk | VP, Medical‑Science and Inflammation | 2011–2015 | Advanced multiple biologics from Phase 1 to proof‑of‑concept in RA, SLE, IBD . |
| Bristol‑Myers Squibb | Global Medical Lead (abatacept) and Early Development Team Lead | 2001–2011 | Led global medical for abatacept; early immunology development leadership . |
| UCLA School of Medicine / West LA VA | Faculty, Digestive Diseases | Pre‑2001 | Patient care and lab-based immunology research . |
External Roles
No external public company board roles for Dr. Aranda are disclosed in the company’s 2025 proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 461,901 | 481,085 |
| Target annual bonus (% of salary) | 40% | 40% |
| Actual annual cash bonus paid ($) | 185,864 | 192,407 |
| All other compensation ($) | 4,000 | 4,000 |
Notes: 2024 base salary set at $483,432 effective March 1, 2024; Summary Compensation Table reflects $481,085 paid for 2024 .
Performance Compensation
Annual Cash Incentive Design and 2024 Outcomes
| Component | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Corporate performance | 70% (for non‑CEO NEOs) | 100% of corporate component | 95% of target (corporate score) |
| Individual performance | 30% (for non‑CEO NEOs) | 100% of individual component | 110% of target (Aranda individual assessment) |
| Resulting payout factor | — | 100% of target | 99.5% of target = 70%×95% + 30%×110% (yields $192,407 vs ~$193,373 target at 40% of salary) |
Corporate goals (and weightings) for 2024 were tied to seralutinib clinical/regulatory milestones, commercial readiness, and partnership execution (e.g., PROSERA enrollment 40%; global collaboration 20%); the compensation committee determined 95% overall corporate achievement for 2024 .
Long-Term Equity Incentives
- Vehicles: Time-vested stock options (primary); no RSUs granted to NEOs since 2021 as part of annual awards .
- 2024 grants to NEOs (approved January 2024): Aranda received 487,500 options vesting over 4 years (25% at 1-year, monthly thereafter) .
- Valuation: 2024 option award grant-date fair value for Aranda was $387,563 .
- 2023 option repricing: 2023 option totals for Aranda include $141,193 incremental fair value from a May 2023 repricing (ASC 718) — a shareholder-scrutiny item .
Event-Driven PSUs (Company-wide, 2025)
- Vesting trigger: PSUs vest 100% upon (i) NDA approval for seralutinib or (ii) Change in Control, if either occurs within 4 years of grant and subject to service; otherwise forfeit at 4 years .
- Status: As of 9/30/2025, 2,660,087 PSUs outstanding (nonvested), average grant-date fair value $1.25; company determined achievement not yet probable and recorded no expense; $3.3M unrecognized PSU comp cost remains .
These cliff vesting terms can concentrate potential insider sellable supply around binary events (NDA/CIC), creating event-driven selling pressure risk if awards are broadly held .
Equity Ownership & Alignment
Ownership Snapshot (as of April 28, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 949,928 (less than 1%) |
| Direct and trust common shares | 205,949 (2,539 trust; 203,410 direct) |
| Options exercisable or exercisable within 60 days | 743,979 |
| Ownership as % of shares outstanding | <1% of 227,221,261 shares |
| Hedging/pledging | Prohibited by insider trading policy |
| Clawback policy | Implemented per SEC/Nasdaq for erroneously paid incentive comp |
Outstanding Equity Awards (Selected Grants at 12/31/2024)
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 1/2/2024 | — | 487,500 | 0.97 | 1/2/2034 |
| 11/20/2023 | 44,010 | 118,490 | 0.84 | 11/20/2033 |
| 3/20/2023 | 68,906 | 88,594 | 1.21 | 3/20/2033 |
| 12/7/2022 (plan footnote (3)) | 104,737 | 52,763 | 2.16 | 12/7/2032 |
| 1/6/2022 (plan footnotes (3)(4)) | 123,135 | 3,537 | 1.36 | 1/6/2032 |
| 6/21/2021 (plan footnote (4)) | 17,500 | 2,500 | 1.36 | 6/21/2031 |
| 2/25/2021 (plan footnote (4)) | 38,333 | 1,668 | 1.36 | 2/25/2031 |
Note: Standard vesting for most options is 25% at first anniversary, then monthly over 36 months, subject to continuous service and potential CIC acceleration per employment letter .
Company‑wide Option/PSU Overhang (context for selling pressure)
| Metric | 9/30/2025 |
|---|---|
| Options outstanding (shares), W.A. exercise price, remaining life, aggregate intrinsic value | 48,073,053; $1.71; 7.7 years; $65.061M |
| Options exercisable | 20,577,124; intrinsic value $23.061M |
| PSUs nonvested outstanding | 2,660,087; W.A. grant-date FV $1.25 |
Employment Terms
| Term | Before CIC (involuntary without cause or good reason resignation) | Within 12 months after CIC (double trigger) | Other |
|---|---|---|---|
| Cash severance | 9 months base salary continuation | 12 months base salary + payment equal to current target annual bonus | — |
| Health benefits | Company-paid COBRA up to 9 months | Company-paid COBRA up to 12 months | — |
| Equity acceleration | None (standard vesting continues only if employed) | Automatic full vesting and exercisability of unvested equity awards | Death/disability: greater of 50% of unvested awards or portion vesting in next 9 months vests immediately |
| Conditions | Timely execution/non‑revocation of general release; timing mechanics if release period spans years | Same | — |
| Clawback | Policy in place per SEC/Nasdaq standards | Policy applies | — |
| Non‑compete / non‑solicit (plan-level) | Violation can terminate option rights immediately; insider trading policy/blackouts can affect exercise timing | Same | — |
Compensation Structure Analysis (Year-over-Year)
| Component ($) | 2023 | 2024 | Commentary |
|---|---|---|---|
| Salary | 461,901 | 481,085 | 3% increase effective Mar 1, 2024; 2024 base set at $483,432 . |
| Option awards (grant-date FV) | 380,989 (includes $141,193 incremental repricing) | 387,563 | Maintains equity weight via options; 2023 repricing is a governance sensitivity . |
| Non‑equity incentive (cash bonus) | 185,864 | 192,407 | Reflects 95% corporate and 110% individual assessments for 2024 . |
| All other comp | 4,000 | 4,000 | Primarily 401(k) match; limited perquisites . |
| Total | 1,032,753 | 1,065,055 | Slight YoY increase consistent with pay-for-performance design . |
Program design features: independent comp committee and consultant (Alpine Rewards); peer group benchmarking (~50th percentile cash; ~62nd percentile equity); double‑trigger CIC; prohibition on hedging/pledging; clawback policy .
Risk Indicators & Policies
- Hedging/pledging and margin transactions in Gossamer stock are prohibited for officers and directors (reduces misalignment risk) .
- No post-employment tax gross‑ups; “double trigger” CIC standard; multi‑year vesting to mitigate short‑term risk-taking .
- Clawback policy for erroneously paid incentive comp as required by SEC/Nasdaq .
- 2023 option repricing for two NEOs (including Aranda) signals willingness to modify underwater awards (shareholder sensitivity) .
- Event‑driven PSUs (NDA/CIC) introduced in 2025 increase potential lump‑sum vesting and selling overhang around binary events .
Expertise & Qualifications
- Therapeutic area leadership spanning immunology and cardiopulmonary indications; late‑stage development experience (ozanimod, RPC4046; abatacept) .
- Public commentary and leadership on Phase 3 study designs in PAH and PH‑ILD (PROSERA, SERANATA) .
Investment Implications
- Alignment: Cash bonus tightly linked to corporate goals (95% achievement) and individual performance (110% for Aranda), with limited perqs and prohibition on hedging/pledging—constructive for pay‑for‑performance alignment .
- Retention vs. overhang: Time‑vested options and standard severance (9–12 months) support retention; however, full acceleration on double‑trigger CIC and 2025 PSUs that cliff‑vest on NDA/CIC could create event‑driven selling pressure and diminish post‑deal retention .
- Governance watchlist: The 2023 option repricing is a governance flag; monitor future equity actions for signs of repricing or modifications .
- Execution risk: With topline PROSERA data expected February 2026, Aranda’s clinical execution is a key driver; company-wide options are in‑the‑money on average ($1.71 W.A. strike; $65M intrinsic value), creating potential for increased exercises around positive readouts .