Chulani Karunatilake
About Chulani Karunatilake
Chulani Karunatilake, Ph.D., age 66, is Chief Technology Officer at Werewolf Therapeutics (HOWL), serving since June 2021. He holds a Ph.D. in Chemistry/Biochemistry from the University of Illinois and a B.S. in Chemistry from the University of Colombo, with a career spanning senior CMC leadership across Maverick Therapeutics (Takeda), Nektar Therapeutics, Amgen, Chiron/Novartis, Genentech, and Eli Lilly . Company performance during recent quarters reflects R&D-stage dynamics: Q3 2025 revenue was $0 versus $0 in Q3 2024, with net loss of $16.37 million vs $16.67 million YoY; nine-month 2025 net loss was $52.44 million vs $50.12 million in 2024, consistent with investment in R&D and options-heavy compensation practices .
Recent Operating Metrics
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Collaboration revenue ($USD) | $0 | $0 |
| Total operating expenses ($USD ‘000) | $17,124 | $15,726 |
| Net loss ($USD ‘000) | $16,673 | $16,370 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maverick Therapeutics (acquired by Takeda) | SVP, Technical Operations | Jul 2019–Jun 2021 | Responsible for all aspects of Chemistry & Manufacturing Controls (CMC) |
| Nektar Therapeutics | SVP, Biologics CMC; previously VP, Pharmaceutical Development & Manufacturing | May 2011–May 2019 | Led biologics CMC; pharmaceutical development and manufacturing leadership |
| Amgen; Chiron/Novartis; Genentech; Eli Lilly | Various leadership positions | Not disclosed | Senior roles across leading biopharma; CMC and development expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles disclosed for Karunatilake |
Fixed Compensation
- Not disclosed for Karunatilake; the company’s Summary Compensation Table (NEO-only) covers CEO, CMO, and CFO—not the CTO .
Performance Compensation
- Executive equity incentive design emphasizes stock options with time-based monthly vesting over four years; RSUs have not been granted to executive officers to date, indicating higher at-risk equity exposure via options rather than time-based RSUs .
- No Karunatilake-specific grant quantities, strike prices, or vest schedules were disclosed in proxies; option activity is reported at the company level (e.g., 10.19 million options outstanding at Sept 30, 2025), not by executive .
Equity Ownership & Alignment
- Principal Stockholders table lists directors and NEOs; Karunatilake is not individually itemized, implying beneficial ownership below disclosure thresholds or not classified as a named executive for the table. All directors and executive officers as a group held 10,570,181 shares (23.6%) as of April 14, 2025; individual CTO ownership is not disclosed .
- No formal executive stock ownership guidelines; equity ownership culture is driven by option grants rather than mandated holdings .
- Section 16 compliance note: a late Form 4 filing was made on his behalf to report a single transaction on Jan 3, 2023, alongside several other insiders (administrative timing issue) .
- No disclosures of hedging or pledging by Karunatilake; none found in available filings .
Employment Terms
| Provision | Non-CIC Termination (Without Cause/Good Reason) | Source |
|---|---|---|
| Salary continuation | 9 months of base salary, paid on regular payroll | |
| COBRA premium | Company-paid share for up to 9 months (subject to nondiscrimination limits) | |
| Equity vesting acceleration | 6 months additional time-based vesting (vesting paused until release effective; accelerated options not exercisable until release effective) | |
| Agreement dates | Employment Agreement dated April 30, 2021; Amendment No.1 dated Sept 9, 2025 |
- Change-of-control economics: Not disclosed for Karunatilake in available filings; NEO agreements include CIC provisions with salary and bonus multipliers and full vesting acceleration, but CTO-specific CIC terms are not in the materials reviewed .
Performance & Track Record
- CTO tenure linked to sustained CMC leadership through an R&D-heavy phase; company net losses and operating expense levels are consistent with early-stage oncology development and option-centric incentives .
- No CTO-specific achievements, failures, or controversies disclosed in the materials reviewed .
Compensation Committee Analysis
- Compensation Committee uses Pearl Meyer as independent consultant; program comprises base salary, annual performance-based cash incentives, and equity (options). Annual reviews benchmark against biotech peers; no evidence of MNPI-timed grants in 2024; annual employee grants typically approved in December with effective dates on the first business day of the next fiscal year .
Risk Indicators & Red Flags
- Administrative late Form 4 filing for Jan 3, 2023 (shared across multiple insiders) .
- No evidence of option repricing, hedging, pledging, tax gross-ups for parachutes, or related-party transactions involving Karunatilake in available documents. A prior sublease to Crossbow (board-linked) is disclosed as a company-level related party arrangement; no link to Karunatilake .
Say-on-Pay & Shareholder Feedback
- No say-on-pay percentages disclosed in reviewed filings; executive compensation narrative and peer benchmarking described, but vote outcomes not provided .
Investment Implications
- Retention risk appears mitigated by 9-month salary and COBRA plus 6-month time-based vest acceleration on non-CIC termination; however, absence of RSUs implies compensation remains more levered to long-dated option value, potentially aligning with long-term value creation but increasing sensitivity to share price volatility .
- Lack of disclosed CTO-level CIC terms is a diligence gap; investors should request the full employment agreement to quantify CIC triggers and multipliers—particularly important ahead of strategic transactions .
- Ownership alignment is unclear due to absence of individual CTO beneficial ownership data and lack of formal ownership guidelines; monitor future proxies and Form 4 filings for holdings growth or selling pressure as options vest .
- Company fundamentals reflect R&D-stage losses and no current collaboration revenue; option-centric grants plus non-CIC acceleration suggest moderate retention mechanics without near-term RSU-driven selling pressure signals; insider trading timeliness improved post-2023 late filing .