Howard W. Robin
NEKTAR THERAPEUTICSAbout Howard W. Robin
Howard W. Robin, age 72, is President & CEO of Nektar Therapeutics since January 2007 and has served on the board since February 2007. He previously led Sirna Therapeutics (CEO 2001–2006; re-launched and sold to Merck) and ran Berlex Laboratories’ therapeutics division, overseeing drugs including Betaseron and Fludara, and began his career at Arthur Andersen; he holds a B.S. in Accounting & Finance from Fairleigh Dickinson University and previously served on its Board of Trustees . Company performance under his tenure has been volatile; over 2020–2024, NKTR’s TSR severely underperformed the NASDAQ Biotechnology Index and net income remained negative .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment (Company) | 78.76 | 62.59 | 10.47 | 2.62 | 4.31 |
| TSR – Value of $100 Investment (NASDAQ Biotech) | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
| Net Income ($MM) | (444) | (524) | (368) | (276) | (119) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sirna Therapeutics | President & CEO; Director | 2001–2006 | Re-launched company; value creation culminating in sale to Merck |
| Berlex Laboratories (Schering AG) | SVP & GM, Therapeutics Division | Pre-2001 | Led development/commercialization of Betaseron (MS) and Fludara (CLL), >$1.5B annual global sales |
| Arthur Andersen & Co. | Senior Associate | Prior to Berlex | Finance and audit foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fairleigh Dickinson University | Board of Trustees (prior) | Not disclosed | Governance engagement with alma mater |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 1,084,590 | 1,084,590 | 1,084,590 | 1,106,282 (2% merit increase) |
| Target Bonus (% of Base) | 100% | 100% | 100% | 100% |
| Actual Annual Bonus ($) | 650,754 | 93,465 | 976,131 (90% corporate rating) | — |
Total CEO compensation (disclosed amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards ($) | 5,409,410 | 1,030,361 | 1,596,122 |
| All Other Compensation ($) | 98,821 | 93,465 | 105,850 (life, group life, 401(k) match, LTD) |
| Total Compensation ($) | 11,275,830 | 3,135,576 | 3,762,693 |
Performance Compensation
Annual Cash Incentives – Corporate Scorecard (2024)
| Category | Weight | Objective | Result | Raw Score | Weighted Score |
|---|---|---|---|---|---|
| Rezpegaldesleukin | 50% | Keep Phase 2b AD & AA on schedule; advance commercial process | Met/exceeded | 1.0 | 0.50 |
| Research & BD | 30% | Advance NKTR-255 & TNFR2 program, partnerships | Partially met | 0.5–0.9 | 0.15–0.27 |
| Financial | 20% | Reduce real estate obligations; attain financial metrics | Mixed: obligations not met; financials exceeded | 0.6–0.9 | 0.12–0.18 |
| Corporate Performance Rating | — | — | Final rating = 90% | — | — |
| Note: Board applied discretion for PIPE financing, HCR amendment, UCB supply agreement, and Huntsville sale to set 2024 corporate rating at 90% . |
Equity Awards and Vesting Conditions
| Grant Date | Type | Shares | Exercise Price | Vesting Schedule | Performance Triggers | Status |
|---|---|---|---|---|---|---|
| 12/13/2024 | Stock Options (Time-based) | 1,300,000 | $1.01 | Monthly over 4 years | — | Outstanding |
| 12/13/2024 | Stock Options (Performance-based) | 1,300,000 | $1.01 | Monthly over 5 years; contingent | 66% vests at start of Phase 3 for rezpegaldesleukin; 34% vests upon positive Phase 3 topline | Not yet met |
| 12/13/2023 | Stock Options (Perf.-based) | 1,300,000 | $0.50 | 3-year time vest; contingent | Program-specific 2023 conditions | Not yet met; will cancel if not met within 3 years |
| 8/15/2022 | Stock Options (Perf.-based) | Portion of 821,250 total options (CEO split across grants) | $4.91 | 3-year time vest; contingent | NKTR-255 milestones: first patient dosed in Phase 2 comparative study; first patient dosed in co-funded collaboration | Achieved; ~¾ vested Dec 13, 2024; remainder vesting through Aug 15, 2025 |
| 8/15/2022 | RSUs (Perf.-based) | 102,656 + 102,657 | N/A | Quarterly over 3 years; contingent | NKTR-255 milestones as above | Achieved; ~¾ vested Dec 13, 2024; remainder vesting through Aug 15, 2025 |
Other historical performance awards: 2020–2021 TSR RSUs paid 0% based on low percentile TSR; Bempegaldesleukin performance grants cancelled after program discontinuation .
Equity Ownership & Alignment
| Item | Amount / Detail |
|---|---|
| Total beneficial ownership | 4,456,528 shares (incl. options exercisable within 60 days and spouse’s 410 shares) |
| Ownership % of outstanding | 2.39% (based on 186,103,588 shares at 3/6/2025) |
| Options exercisable within 60 days | 3,482,318 shares |
| Security trading policy | Prohibits hedging, pledging, short sales, trading on margin |
| Executive stock ownership guideline | CEO: at least 3× base salary; NEOs met or are within grace period as of 12/31/2024 |
Option exercises and vesting activity (2024):
| Metric | 2024 |
|---|---|
| Options exercised | None |
| RSUs vested | 486,861 shares; $525,301 value realized |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | COBRA/Benefits ($) | Equity Acceleration ($) | Pro-Rata Bonus ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause or Good Reason (no CIC) | 2,060,721 | 61,971 | — | — | 2,122,692 |
| Disability | — | — | 670,679 | 1,084,590 | 1,755,269 |
| Death | — | — | 1,341,358 | 1,084,590 | 2,425,948 |
| CIC Qualifying Termination (double trigger) | 4,338,360 | 97,956 (incl. up to $5,000 outplacement) | 1,341,358 | — | 5,777,674 |
Key contract features:
- CIC Plan: Double-trigger; 24 months base salary + target bonus; 18 months COBRA; full equity vesting; excise tax gross-up available for certain participants (Robin grandfathered) .
- Non-CIC severance: Lump-sum equal to annual base + target bonus; 18-month option exercise window; 12-month COBRA (requires release) .
- Clawback: Recovery of erroneously paid incentive compensation upon restatement for prior 3 fiscal years; plan awards subject to clawback .
- Restrictions: One-year non-solicit; confidentiality; insider trading prohibitions including hedging/pledging .
- Perquisites: Local ground transportation and associated tax gross-ups (limited) .
Board Governance
- Board service: Director since Feb 2007; current term continues to 2026 Annual Meeting .
- Leadership structure: CEO role separate from Chairman (Robert B. Chess), with Roy A. Whitfield as Lead Independent Director .
- Independence: All directors independent except Robin (CEO) .
- Committees: Audit (Chair R. Scott Greer), Organization & Compensation (Chair Diana Brainard, M.D.), Nominating & Corporate Governance (Chair Roy A. Whitfield); Robin is not a member of board committees .
- Attendance: Board met 14 times in 2024; all directors attended ≥75% of meetings; all attended 2024 annual meeting; independent directors held 5 executive sessions in 2024 .
Board service implications:
- Dual role (CEO + Director) mitigated by separate Chair and Lead Independent Director, regular executive sessions, and majority independent board .
Director Compensation
- As an employee director, Robin receives no additional director compensation; non-employee director compensation disclosed separately .
Compensation Peer Group (used for 2024–2025 decisions)
| Peers |
|---|
| 4D Molecular Therapeutics; Alector; Allakos; ALX Oncology; Annexon; Aura Biosciences; BioAtla; bluebird bio; CytomX Therapeutics; Erasca; Gossamer Bio; IGM Biosciences; Kezar Life Sciences; Kodiak Sciences; Olema Pharmaceuticals; ORIC Pharmaceuticals; RAPT Therapeutics; Viridian Therapeutics; Aura Biosciences (per list) |
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~93%; committee reaffirmed program design; ongoing investor outreach and regular advisory vote .
Risk Indicators & Red Flags
- Underwater options and multi-year vesting create retention risk; committee cited depressed stock price and underwater options as rationale for maintaining grant levels in 2024 .
- Performance concentration: 2024 CEO performance options hinge on rezpegaldesleukin Phase 3 initiation and topline success within five years, increasing binary outcome risk .
- Excise tax gross-up on CIC benefits persists for grandfathered executives (including Robin), a governance negative vs current best practice .
- No option repricing permitted without stockholder approval (plan prohibits repricing) .
- Hedging/pledging prohibited; Section 16 compliance generally timely (minor late director Form 4s in 2024) .
- Company seeking share authorization increase and reverse split to maintain Nasdaq listing, highlighting capital structure and listing risk (company-wide) .
Investment Implications
- Alignment: CEO pay mix is heavily equity-based with explicit performance triggers; 2024 corporate bonus tied strictly to company scorecard (90%), indicating pay-for-performance structure .
- Retention and potential selling pressure: Significant 2022 performance awards vesting through Aug 15, 2025 and ongoing monthly vesting could create periodic liquidity events; option exercises were zero in 2024, but RSU vesting was material .
- Binary catalysts: 2024–2029 vesting hinges on rezpegaldesleukin Phase 3 initiation/results; positive outcomes would unlock substantial CEO equity, aligning incentives but heightening execution risk .
- CIC economics: Double‑trigger protection with 2× cash and full acceleration could facilitate strategic transactions; however, gross‑up feature may draw governance scrutiny .
- Governance structure: Separate Chair and strong Lead Independent Director with independent committees mitigate CEO + director dual-role concerns; say‑on‑pay support (93%) suggests shareholder acceptance of the current framework .