Paul K. Audhya
About Paul K. Audhya
Paul K. Audhya, M.D., M.B.A., is Chief Medical Officer at KalVista Pharmaceuticals, serving since May 2021; age 52 as of April 30, 2025. He holds a B.A. and M.D. from New York University and an M.B.A. from Pepperdine University, with prior senior medical affairs leadership roles at Arena, Vertex, and Hospira (Pfizer), among others . Company pay-versus-performance disclosures show 3-year TSR rising from 67.01 to 108.17 and net losses widening from $92.9M to $183.4M over FY2023–FY2025, contextualizing compensation decisions amid major program milestones (e.g., FDA approval of EKTERLY (sebetralstat) in July 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arena Pharmaceuticals | SVP, Global Medical Affairs | Nov 2018 – Mar 2021 | Led global medical affairs during late-stage programs |
| Vertex Pharmaceuticals | VP, Global Strategy & Phase 4, Global Medical Affairs | Feb 2016 – Sep 2018 | Strategy and Phase 4 leadership in global medical affairs |
| Hospira (Pfizer company) | VP, Global Medical Affairs | Jun 2013 – Feb 2016 | Led medical affairs; integration into Pfizer context |
| Reata; Abbott; Amgen; Bristol Myers Squibb; Janssen | Various roles | Not disclosed | Earlier medical/pharma experience; roles not specified |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $502,900 | $523,016 |
| Target Bonus % of Salary | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | $221,276 | $313,810 |
| All Other Compensation ($) | $12,639 (401(k) contribution) | $14,068 (401(k) contribution) |
Notes:
- Annual bonuses are discretionary; the Compensation Committee sets payouts based on assessment of company and individual performance with no specific quantitative targets disclosed .
Performance Compensation
Annual Performance-Based Cash Incentives
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual discretionary bonus | Not disclosed | Not disclosed | FY2024: $221,276; FY2025: $313,810 | Cash | N/A |
Equity Awards (grants, values, and vesting mechanics)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule/Trigger |
|---|---|---|---|---|
| RSU | Aug 17, 2022 (commencement) | 12,094 (unvested at FY2025 YE) | $112,232 | 1/16th quarterly over 4 years commencing Aug 17, 2022 |
| RSU | Nov 17, 2022 (commencement) | 12,084 (unvested at FY2025 YE) | $82,413 | 1/12th quarterly over 3 years commencing Nov 17, 2022 |
| RSU | Jun 6, 2024 (commencement) | 65,000 (unvested at FY2025 YE) | $759,850 | 1/16th quarterly over 4 years commencing Jun 6, 2024 |
| RSU | May 21, 2025 (commencement) | 100,000 (unvested at FY2025 YE) | $1,003,000 | 1/16th quarterly over 4 years commencing May 21, 2025 |
| Stock Options | May 1, 2021 | 81,900 exercisable; 2,084 unexercisable | N/A | $24.97 strike; expires Apr 30, 2031; options vest monthly over 4 years |
| Stock Options | May 17, 2022 | 18,812 exercisable; 6,988 unexercisable | N/A | $9.28 strike; expires May 16, 2032; options vest monthly over 4 years |
| PSU | Various (2023–2024) | Not disclosed | Included in stock awards; see SCT | Vests upon certification of regulatory milestones (e.g., Phase 3 success; full enrollment of KVD900-301) |
Notes:
- The company uses PSUs and PSOs tied to corporate goals (product and R&D metrics). Certain PSU/PSO performance goals were certified achieved in 2020 and 2024 (e.g., Phase 3 success), leading to vesting per award terms .
- FY2025 stock awards reported for Audhya were RSU/PSU fair values; option awards column shows “–” for Audhya in FY2024–FY2025 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common stock held directly | 113,026 shares |
| RSUs vesting within 60 days | 17,696 shares |
| Options exercisable within 60 days | 121,500 shares |
| Total beneficial ownership | 252,222 shares; represents less than 1% of outstanding shares |
| Shares outstanding (basis for % calc) | 50,339,823 (as of Aug 6, 2025) |
Alignment & Policy Signals:
- Anti-hedging and anti-pledging: Hedging prohibited; pledging prohibited unless expressly approved by General Counsel .
- Clawback: SEC/Nasdaq-compliant clawback for incentive-based pay on restatement, up to 3-year lookback; enforced irrespective of fault .
- Stock ownership guidelines: Not disclosed in the proxy .
Insider selling pressure considerations:
- Multiple RSU tranches vest quarterly through 2026–2029 (depending on grant), creating periodic potential sell-side supply windows during open trading periods .
Employment Terms
| Term | Details |
|---|---|
| Role start date | Chief Medical Officer since May 2021 |
| Latest agreement amendment | Executive employment agreements most recently amended September 2024 |
| Severance (non-CoC) | Lump sum equal to 12 months base salary; 12 months COBRA reimbursement; contingent on release of claims |
| Change-in-control (double-trigger within 2 years) | Lump sum equal to 12 months base salary + full target bonus for the fiscal year of termination; 12 months COBRA; full vesting and exercisability of all outstanding unvested equity awards (PSO/PSU performance deemed achieved in full) |
| Non-compete / Non-solicit | One year post-termination non-compete and non-solicit; confidentiality and invention assignment agreement in place |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – Value of initial $100 investment | $67.01 | $89.16 | $108.17 |
| Net Income ($ Millions) | (92.9) | (126.6) | (183.4) |
Selected program milestones during Audhya’s tenure:
- FDA approval of EKTERLY (sebetralstat) for acute HAE attacks in patients ≥12 years (July 2025); MHRA approval; CHMP positive opinion pending EC decision .
- Japan commercialization agreement with Kaken (upfront $11M received June 2025; additional $11M upon regulatory milestone; commercial milestones up to $2M; royalties mid‑20s%) .
- Canada regulatory/commercialization rights granted to Pendopharm (June 2025) .
Compensation Structure Analysis
- Mix shift and design: Significant equity usage via RSUs/PSUs tied to regulatory/product milestones, aligning incentives with value creation; annual cash bonus is discretionary without preset quantitative targets .
- Vesting mechanics: RSUs vest quarterly over multi-year schedules; options vest monthly over four years—supporting retention but contributing to ongoing potential selling pressure during open windows .
- Clawback and trading policies: Robust anti-hedging/pledging and clawback framework reduce governance risk .
Say-on-Pay & Shareholder Feedback
- Company holds annual Say-on-Pay; stockholders approved Say-on-Pay at the 2023 annual meeting .
Compensation Peer Group
- The Compensation Committee uses market data from peer group companies provided by Aon to size equity grants; specific peer constituents and target percentiles were not disclosed .
Investment Implications
- Retention and change-of-control: Double-trigger CoC acceleration and full target bonus, plus one-year non-compete, mitigate transition risk but can increase near-term dilution on a sale; non-CoC severance is moderate at 12 months salary .
- Alignment: Multi-year RSU/PSU vesting tied to regulatory milestones and prohibitions on hedging/pledging align Audhya with product execution; clawback adds downside governance protection .
- Trading signals: Quarterly RSU vesting (multiple overlapping schedules from 2022–2025 grants) may create periodic supply; monitor Form 4 activity around vest dates and open windows for selling pressure .
- Performance context: Despite strong TSR progression over FY2023–FY2025, losses expanded with the commercial ramp and regulatory activities; discretionary bonuses reflect qualitative assessments rather than strict financial targets—focus diligence on sebetralstat launch metrics and milestone realizations to gauge forward pay-for-performance integrity .