Ram Aiyar

About Ram Aiyar

Ram Aiyar, Ph.D., M.B.A., is President, Chief Executive Officer, and a director of Korro Bio (since November 3, 2023), having previously served as CEO and director of Legacy Korro from November 2020 and President since November 2021; he holds an M.B.A. from INSEAD, an M.S. and Ph.D. in electrical and computer engineering from Drexel University, and a B.E. in electronics engineering from Mumbai University . Under his tenure as PEO in 2024, Korro reported a U.S. GAAP net loss of $83.6 million; “Pay vs. Performance” TSR data show a $100 initial investment tracked to $20 (Frequency legacy baseline) and Korro’s supplemental disclosure shows a $100 investment at merger close that stood at $254 at FY2024 year-end versus $320 at FY2023 year-end, indicating negative share performance over that period (inputs shown below) . 2024 annual bonuses tied to pipeline, OPERA platform and corporate development goals paid out at 95% of target achievement (details below) .

Past Roles

External Roles

Board Service & Governance

• Board service: Class III director nominee (elected slate June 11, 2025 for term to 2028); board currently seven members .
• Independence: Not independent due to CEO role; all other directors deemed independent in March 2025 review .
• Leadership structure: Chair (Nessan Bermingham) separate from CEO, with the Chair leading executive sessions and independent oversight; structure designed to enhance independence .
• Committees: Audit (Pearson—Chair, Bermingham, Formela); Compensation (Bermingham—Chair, Behbahani, Knobil, Pearson); Nominating & Corporate Governance (Behbahani—Chair, Formela, Meyers). Aiyar is not on committees .
• Attendance: Full board met 8 times in 2024; each director attended at least 75% of board and committee meetings during their service period .
• Director compensation: As CEO, Aiyar receives no additional compensation for board service .

Fixed Compensation

Notes:

• 2024 base salary levels: CEO $610,000; program targets and outcomes detailed in Performance Compensation below .
• Compensation consultant: Alpine Rewards LLC advised the Compensation Committee; independence assessed with no conflicts .

Performance Compensation

• Annual incentive framework and outcomes (2024):
  • Corporate objectives: pipeline, OPERA platform, and corporate development goals achieved at 95% of target .
  • CEO target bonus: 55% of salary; actual 2024 bonus paid: $318,725 .

Additional alignment mechanisms:

• Clawback: Board-adopted compensation recovery policy (Nov 3, 2023, retro to Oct 2, 2023) for restatement-triggered recovery over three prior fiscal years .
• Equity grant timing policy to avoid MNPI timing arbitrage; prohibits grant timing around material filings as described .

Equity Ownership & Alignment

Beneficial ownership as of April 15, 2025:

• Total beneficial ownership: 260,051 shares (2.7% of outstanding) .
• Composition: 4,613 shares held by The Ram Aiyar Irrevocable Trust; 255,438 shares underlying options exercisable within 60 days .
• Anti-hedging/pledging: Company policy prohibits short sales, derivatives, hedging, and pledging/margin of company stock by officers and directors, mitigating misalignment risk .

Outstanding equity awards (as of 12/31/2024):

Employment Terms

• Employment Agreement (Nov 10, 2023): Base salary and annual target bonus opportunity; for 2024 base $610,000 and target bonus 55% of salary .
• Severance (non‑CIC): If terminated without cause or resignation for good reason outside CIC period (3 months pre- to 12 months post-CIC), upon release: 12 months base salary; pro‑rata target bonus for year of termination; up to 12 months COBRA subsidy at active-employee rates .
• Severance (CIC—double trigger): If terminated without cause or resigns for good reason within CIC period: lump sum 18 months base salary (or higher pre‑CIC rate) plus 1.5× target bonus; up to 18 months COBRA subsidy; full acceleration of unvested time‑based equity and certain pre‑agreement performance awards, subject to release .
• 280G cutback: Benefits reduced if doing so yields a higher net after-tax outcome for the executive (no tax gross-ups) .
• Restrictive covenants: Proprietary information and inventions assignment; non‑solicit; separation agreement may include, at company discretion, a one‑year post‑employment non‑competition covenant .
• Clawback policy: See above .

Compensation Structure Analysis

• Mix shift: 2023 included a sizable option grant ($2.01M grant-date fair value), while 2024 shows no new option awards for the CEO and higher fixed cash ($610k base), signaling a near-term tilt toward cash while maintaining pay-at-risk via the annual bonus .
• Pay-for-performance: 2024 corporate metrics achieved at 95% led to a bonus of $318,725; the Compensation Committee uses third-party benchmarking and retains an independent consultant (Alpine) with no conflicts identified .
• Governance protections: Anti-hedging/pledging policy and clawback reduce risk of misalignment; equity grant timing policy mitigates timing games around MNPI .

Performance & Track Record Signals

• Interpretation: Post-merger supplemental TSR declined from $320 to $254, while losses persisted, underscoring early-stage biotech execution and financing risk during Aiyar’s tenure as PEO (inputs above) .
• 2024 bonus metrics prioritized pipeline and platform (OPERA), indicating operational deliverables as key management scorecard drivers .

Director Compensation (Context for Dual Role)

• Non-employee director policy includes cash retainers (Board $40k; committee and chair retainers in table below), with initial and annual option grants sized as a fixed percentage of outstanding shares after the March 2025 amendment; employee directors receive no additional director pay (Aiyar receives none) .

Risk Indicators & Red Flags

• Hedging/Pledging: Prohibited for officers/directors (reduces alignment risk) .
• Clawback: Implemented and compliant with SEC/Nasdaq rules .
• Golden parachute economics: Double-trigger CIC severance (18 months salary + 1.5× target bonus) with 280G cutback (no gross-up) .
• Equity overhang: Company-wide, 1,256,337 options outstanding with weighted-average exercise price $25.42; 788,590 securities remain available under plans as of 12/31/2024 (context for dilution/overhang) .
• Related party: Aiyar’s trust invested $125,000 in Legacy Korro’s 2023 Series B (44,964 shares), aligning capital but also reflecting insider participation in financings; disclosed in related-party section .

Employment & Contracts Quick Reference

Investment Implications

• Alignment: Aiyar’s beneficial stake (2.7%), anti-hedging/pledging policy, and clawback support shareholder alignment; however, 2024 compensation leaned more cash-heavy versus 2023’s equity grant, modestly reducing long-duration sensitivity in the near term .
• Incentive design: Annual bonus keyed to pipeline and platform milestones (95% payout) suggests near-term operational execution emphasis; double-trigger CIC with equity acceleration could create sale/process optionality alignment in strategic scenarios .
• Retention risk: Robust CIC and non‑CIC severance, COBRA support, and equity vesting mechanics should aid retention; option grants vest monthly after initial cliffs, providing steady vesting cadence .
• Governance: Separate Chair/CEO and majority independent board mitigate dual-role concerns; CEO not on key committees .
• Execution risk: Negative net income and weaker TSR in the first full year post-merger underscore clinical and financing execution risk typical of early-stage biotech; bonus framework focuses on platform/pipeline progress to drive future value .