Naji Gehchan
About Naji Gehchan
Naji H. Gehchan, M.D., is Chief Medical and Development Officer (CMDO) at Kyverna Therapeutics (KYTX), age 43, appointed effective January 22, 2025, leading research, clinical development, and medical affairs . Education: M.D. (2006) and M.Sc. in Biological Sciences (Genetics & Immunology, 2004) from Saint Joseph University of Beirut; Specialized Master’s in Healthcare Management (2009) from ESCP Business School; Executive MBA (2022) from MIT Sloan . Prior track record includes advancing Eli Lilly’s imlunestrant from Phase 1 to global submissions and senior commercial and medical leadership across immunology and diabetes, indicating late-stage execution capability relevant to KYTX’s CAR-T programs in autoimmune disease . Company-wide TSR or revenue/EBITDA metrics tied to his compensation are not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly & Co. | Head of Clinical Development (imlunestrant) | 2021–2025 | Advanced program from Phase 1 to global submissions, enabling launch groundwork |
| Eli Lilly (U.S. Diabetes) | Associate VP of Sales | 2019–2021 | Led teams to achieve and exceed goals |
| Eli Lilly France/Belgium/Netherlands | Chief Marketing Officer / Business Unit Senior Director (BioMedicines) | 2015–2019 | Led immunology launches across Europe |
| Eli Lilly (EU/Global) | Business Unit Manager; European Medical Affairs Lead; Clinical Research Physician | Not disclosed | Cross-functional leadership and clinical development experience |
| Johnson & Johnson | Medical Advisor (Internal Medicine & Health Economics) | Apr 2008–Oct 2008 | Medical and HEOR advisory experience |
| Hôtel-Dieu de France / CHU Montpellier | Attending Physician; Resident (Internal Medicine) | Jun 2005–Jun 2007 | Clinical practice foundation |
| Lebanese Red Cross | First Responder, Team Leader, Medical Committee Member | Not disclosed | Emergency leadership and patient-centered discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MIT Sloan | Faculty Mentor & Guest Lecturer | Since 2023 | Leadership/management mentoring |
| ESCP Business School | Lecturer in Leadership & Management | Since 2019 | Executive education |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $510,000 per year |
| Target Bonus % | 40% of base; criteria determined by Compensation Committee; initial calendar-year bonus pro-rated at target, contingent on continued employment through payment |
| Sign-on Bonus | $550,000 total: $250,000 after start date; $300,000 after first anniversary; repayment obligation if resignation without Good Reason or termination for Cause before second anniversary (Unpaid Sign-On Bonus still payable if termination due to death/disability) |
| Benefits | Eligible for medical, dental, vision, disability, life insurance; 401(k) with auto-enroll 4% pretax; flexible vacation; paid holidays; expense reimbursement (including reasonable legal fees for negotiation) |
| Employment Status | At-will; remote permitted with business travel |
Performance Compensation
| Metric/Plan Element | Weighting/Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Annual Cash Bonus | Target 40% of base; criteria set by Compensation Committee (discretionary) | Not disclosed | Paid by Mar 15 following year, only if employed on payment date |
| Option Award (Inducement) | 425,000 options; exercise price at grant close; CMDO equity eligible annually thereafter | Grant approved “as soon as practicable” post-start | 25% vests on 12-month anniversary of Jan 22, 2025 (≈106,250 sh), remaining 75% vests monthly over 36 months (≈8,854 sh/mo), subject to continuous service and CIC acceleration terms |
| Performance-based Equity | If applicable, performance vesting deemed satisfied at target upon qualifying CIC termination | Not disclosed | Acceleration at CIC termination per terms |
Equity Ownership & Alignment
- Initial equity: nonstatutory option for 425,000 shares; 4-year vest schedule (25% at 12 months, monthly thereafter) .
- Change-in-control alignment: If separation occurs within 3 months prior to, upon, or within 12 months following a Change in Control, all outstanding company stock options, restricted stock awards, and RSUs fully vest; performance-based vesting deemed satisfied at target .
- Hedging/pledging: Company Insider Trading Policy prohibits hedging, short sales, margin/pledging, and publicly traded derivatives; requires blackout compliance and preclearance protocols for insiders .
- Ownership guidelines: Executive ownership guidelines not disclosed; director equity program is disclosed separately and includes change-in-control full vesting for directors .
Employment Terms
- Start date and role: Employment beginning January 22, 2025; CMDO reporting to CEO; permitted remote work and limited external board service (up to two for‑profit boards, non-competing; not-for-profit boards permitted) subject to non-interference .
- Confidentiality/IP: Must sign Employee Confidential Information and Inventions Assignment Agreement; adherence to Company policies .
- At-will status: Either party may terminate at any time .
- Severance (Non‑CIC): If terminated without Cause or resigns for Good Reason (other than death/disability), cash severance equals 12 months of then-current base salary, plus Company-paid COBRA for up to 12 months, subject to separation agreement/release and Section 409A timing .
- Severance (CIC context): If separation occurs within 3 months prior to, upon, or within 12 months following a CIC, equity awards accelerate fully; performance vesting at target .
- Definitions: “Cause” includes material breach, policy violations (curable), felony, gross misconduct, failure to perform, investigation non-cooperation, reputational harm; “Good Reason” includes >10% salary reduction (except broad peer reductions), material diminution in title/authority, loss of remote work or relocation increasing commute by ≥50 miles, or change in reporting line; cure and timing provisions apply .
- Arbitration: Employment disputes subject to binding JAMS arbitration; class/representative actions excluded where legally required; company pays certain arbitration fees .
- Clawback: Company clawback policy (effective Feb 7, 2024) requires recovery of erroneously received incentive-based compensation tied to financial reporting measures upon a restatement, per SEC/Nasdaq rules .
Investment Implications
- Retention and alignment: Four-year vesting on 425,000 options and sign-on cash split over one year create retention hooks; repayment obligation on sign-on if voluntary resignation without Good Reason or termination for Cause before second anniversary increases retention pressure . CIC acceleration of all equity and performance at target mitigates change-of-control friction but raises dilution/overhang considerations in M&A outcomes .
- Pay-for-performance visibility: Bonus metrics are discretionary via Compensation Committee; no disclosed quantitative operating targets (e.g., TSR, revenue, EBITDA) tied to his individual plan, limiting external assessment of pay-for-performance alignment .
- Governance risk controls: Robust insider trading controls prohibit hedging/pledging; SEC/Nasdaq-compliant clawback policy reduces financial restatement risk to shareholders .
- Execution signal: Background in advancing late-stage oncology assets and immunology launches, aligned to KYTX’s goal of registrational progress in neuroinflammatory and rheumatology CAR‑T programs; suggests capability for endpoints, regulatory, and commercialization planning . Allowed external for‑profit board service (non‑competitive) adds network benefits but requires monitoring for time/attention dilution .
Overall, compensation emphasizes retention (sign-on and option vest) with standard severance protection and strong governance (clawback, trading policy). Lack of disclosed performance metrics for annual incentives limits pay-for-performance transparency; CIC equity acceleration may be shareholder-friendly in recruiting but can be costly in M&A. His clinical and commercial track record aligns with KYTX’s late-stage ambitions, supporting execution probability on pivotal and BLA timelines .