Victor Perlroth
Kodiak SciencesAbout Victor Perlroth
Victor Perlroth, M.D., 52, is the co‑founder, Chairman, and Chief Executive Officer of Kodiak Sciences (KOD). He holds an M.D. and M.B.A. from Stanford and an A.B. in molecular biology from Princeton (summa cum laude) . He has served as a director since 2009 and is KOD’s largest individual shareholder; the board assesses six of seven directors as independent, with a Lead Independent Director structure offsetting his dual CEO/Chair role . 2024 pay design remained highly at-risk and equity‑oriented; say‑on‑pay support was 89% in 2024, and the firm implemented a Dodd‑Frank–compliant clawback in 2023 . KOD is a clinical‑stage company; 2024 net loss was $176.2m and “compensation actually paid” rose with option valuations as shares recovered from 2022 lows; cumulative $100 TSR values for 2022–2024 were $8.45, $3.59, and $11.74, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kodiak Sciences | Co‑founder; CEO; Chairman | 2009–present | Built ABC/ABCD retinal franchise; advanced tarcocimab (GLOW2), KSI‑501 (DAYBREAK), KSI‑101 (APEX) toward pivotal/Phase 3; scaled manufacturing and BLA‑readiness . |
| Avidia (acquired by Amgen) | Co‑founder; senior corporate/R&D roles | Pre‑Amgen sale | Created drug discovery/development platform; transaction to Amgen for $450m . |
| Life sciences VC | Venture partner / EIR | Post‑Avidia | Company building and investment experience . |
| Guzik Technical Enterprises | Chief Operating Officer | Earlier career | Operational leadership at instrumentation company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Board Service & Governance
- Director since 2009; current role: Chairman and CEO; Committees: none .
- Board independence: 6/7 directors independent; Lead Independent Director (Robert A. Profusek) presides over executive sessions .
- Board/committee attendance: no incumbent director attended fewer than 94% of meetings in 2024; board met 5x; Compensation Committee met 6x .
- Dual‑role implications: Company believes combined Chair/CEO provides clear accountability; mitigations include a strong independent majority and Lead Independent Director .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary (paid) | $720,575 | $756,604 |
| Base salary rate (as of July 1, 2024) | — | $775,058 (5.0% increase) |
| Target bonus % | 65% | 65% |
| Target bonus ($) | — | $491,858 |
| Actual bonus paid | $445,044 | $541,044 (110% of target) |
| All other comp (401k match, life insurance) | $10,844 | $10,844 |
Notes:
- 2024 bonuses for NEOs were formulaic on corporate goals; executives received 110% of target based on goal achievement .
Performance Compensation
Annual Cash Bonus – 2024 Corporate Goals and Weightings
| Goal (summary) | Weight | 2024 Outcome |
|---|---|---|
| Advance tarcocimab into Phase 3 (GLOW2, DAYBREAK) | 20% | Achieved |
| Advance KSI‑501 into Phase 3 DAYBREAK | 15% | Achieved |
| KSI‑101 APEX dose‑finding and pivot to Phase 3 | 15% | Achieved |
| Manufacturing/CMC (tarcocimab BLA readiness; KSI‑501/101 supply) | 15% | Exceeded |
| Non‑clinical regulatory plans (tarcocimab, KSI‑501, KSI‑101) | 5% | Achieved |
| Platform 2/ABCD and VETi progress | 15% | Achieved |
| Capital/cash preservation; team retention | 15% | Achieved; YE24 cash ~$168m |
Result: 110% of target bonus for 2024 .
Equity Awards
| Type | Grant/Series | Shares/Options | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Service‑based stock options (annual) | 2024 grant | 406,000 | $2.49 | Monthly over 4 years | 8/4/2034 | As of 12/31/24: 42,291 exercisable; 363,709 unexercisable . |
| Performance stock options (LTPIP) | 10/13/2021 | 2,177,334 | $88.21 | Stock‑price goals + operational milestones; service tail through 2028 | 10/13/2031 | CEO elected to forgo 75% of annual equity in 2021–2028 to receive LTPIP . |
- 2024 “Option Awards” grant‑date fair value reported: $679,603 .
- LTPIP CoC mechanics: earned portion based on per‑share consideration vs price goals; service‑based vest acceleration if still serving 24 months post‑CoC or terminated without cause/for good reason within 24 months; 100% vesting if awards not assumed .
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Total beneficial ownership (shares) | 8,341,761 |
| % of shares outstanding | 14.3% (based on 52,751,875 shares) |
| Directly owned common | 2,108,038 |
| Options exercisable within 60 days | 5,646,723 (incl. 2,177,334 performance‑based) |
| Perlroth Family Foundation | 60,000 |
| Shares under voting agreement (sole voting, no investment power) | 527,000 |
| Hedging/Pledging policy | Hedging and derivative transactions prohibited; no specific pledging disclosure . |
| Ownership guidelines | Not disclosed. |
Signals:
- 2024 options are deeply in‑the‑money at 12/31/24 close ($9.95), vest monthly, and could present incremental sellable supply as they vest .
- LTPIP options are far out‑of‑the‑money (strike $88.21), limiting near‑term monetization and aligning to substantial long‑term value creation .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At‑will; employment agreement dated Sept 2018 . |
| Base salary; target bonus | $775,058 base; 65% target bonus (subject to goal attainment) . |
| Severance (no CoC) | 18 months base salary; prorated target bonus; up to 18 months COBRA subsidy or taxable equivalent; 12 months’ additional vesting . |
| Change‑in‑control window | Termination without cause/for good reason within 3 months prior to or 24 months after corporate transaction . |
| Severance (CoC) | 18 months base salary; 150% of target bonus (no proration); up to 18 months COBRA subsidy or taxable equivalent; 100% acceleration of unvested equity . |
| Additional retention feature | If still providing services 24 months after CoC, 100% of outstanding equity vests . |
| Tax gross‑ups | None . |
| Clawback | Dodd‑Frank–compliant recoupment policy effective Oct 2, 2023 . |
Company Performance Context
Pay vs Performance (summary from proxy)
| Year | Compensation Actually Paid to PEO | Value of $100 Investment (TSR) | Net Loss |
|---|---|---|---|
| 2022 | $(118,830,622) | $8.45 | $(333,823,000) |
| 2023 | $(830,470) | $3.59 | $(260,491,000) |
| 2024 | $11,276,569 | $11.74 | $(176,207,000) |
- Company highlighted the 2022 share price decline post wet AMD data and the LTPIP strike ($88.21) as a strong alignment mechanism; LTPIP has no value unless the stock exceeds the strike and milestones are met .
Financials (latest reported)
| Metric (USD) | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Net Income (Loss) | $(44,105,000)* | $(57,461,000)* | $(54,313,000)* | $(61,457,000)* |
| EBITDA | $(41,553,000)* | $(54,470,000)* | $(50,916,000)* | $(57,765,000)* |
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Net Income (Loss) | $(260,491,000)* | $(176,207,000)* |
| EBITDA | $(259,023,000)* | $(168,139,000)* |
Values retrieved from S&P Global.*
Performance & Track Record (operational)
- Pipeline advancement: tarcocimab progressed to Phase 3 GLOW2 (DR) and DAYBREAK (wet AMD) with topline data expected in 1H26; KSI‑501 DAYBREAK (wet AMD) enrolling; KSI‑101 APEX showed early MESI signals with Phase 3 start planned 2Q25 .
- Manufacturing/BLA readiness: completed BLA‑facing PPQ campaigns for tarcocimab intermediates; prepared commercial‑scale drug substance PPQ; produced KSI‑501/101 drug product for studies .
- Platform/Device: advanced ABCD “duet”/“triplet” programs (glaucoma, GA) and VETi AI‑enabled ophthalmic device prototype .
- Liquidity: YE24 cash ~$168m; management indicated runway into 2026 .
Compensation Structure Analysis
- Mix and risk: Majority of CEO compensation is at‑risk via options; 2024 grants were service‑based options; LTPIP remains a levered, high‑bar performance option with strike $88.21 (strong alignment, low near‑term realizable value) .
- No gross‑ups; double‑trigger CoC protections only; clawback implemented; hedging prohibited (shareholder‑friendly governance) .
- Peer benchmarking by an independent consultant (Compensia) with peers spanning clinical/early‑commercial biotech; target cash positioning around 50th percentile; equity sizing anchored to 60th percentile before LTPIP offsets .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~89%; committee did not change the program in response, citing strong support .
Related‑Party Transactions; Red Flags
- No related‑party transactions >$120k since Jan 1, 2023; standard indemnification and equity grants only .
- No tax gross‑ups; no option repricings disclosed; hedging prohibited; pledging not addressed explicitly .
Compensation Committee Overview
- Members: Felix J. Baker (Chair), Charles Bancroft, Robert Profusek; all independent; six meetings in 2024 .
- Uses Compensia; assessed as independent; no consultant conflicts .
- Peer group principles: US‑listed biotech, platform/complex disease focus, registrational/early‑commercial stage, market cap ~0.6x–5x KOD .
Equity Ownership & Retention Risk – Synthesis
- High ownership (14.3%) and significant unvested equity support alignment and retention .
- Near‑term selling pressure: 2024 service options are ITM and vest monthly; could create incremental liquidity as they vest .
- Long‑dated LTPIP is out‑of‑the‑money, reducing early exercise/sale incentives and reinforcing multi‑year goals .
Investment Implications
- Alignment: CEO’s large ownership, lack of gross‑ups, double‑trigger CoC, and Dodd‑Frank clawback indicate shareholder‑friendly design; LTPIP’s high strike aligns rewards with substantial value creation .
- Retention vs. selling pressure: Monthly‑vesting ITM options (2024 grant) introduce modest supply risk; however, the much larger LTPIP tranche is OTM, anchoring long‑term retention .
- Pay‑for‑performance: 2024 bonus paid at 110% on clinical/CMC milestones and liquidity management; “compensation actually paid” is sensitive to option valuation as the stock recovers from 2022 lows, consistent with option‑heavy design .
- Governance: CEO/Chair duality is mitigated by a strong independent majority and a Lead Independent Director; board attendance and committee activity appear robust .
Overall, compensation structures are performance‑levered with meaningful skin‑in‑the‑game and governance safeguards; execution risk remains tied to late‑stage clinical outcomes and regulatory/BLA milestones that drive both shareholder value and realizability of the CEO’s performance‑linked equity .