Jonathan Zalevsky
NEKTAR THERAPEUTICSAbout Jonathan Zalevsky
Jonathan Zalevsky, Ph.D., is Nektar Therapeutics’ Chief Research & Development Officer (CRDO), serving in the role since October 1, 2019 after progressing through leadership posts in biology and research since joining Nektar in July 2015. He holds a Ph.D. in Biochemistry from the UCSF Tetrad Program and dual bachelor’s degrees in Biochemistry and Molecular, Cellular & Developmental Biology from the University of Colorado Boulder . During his tenure, Nektar advanced rezpegaldesleukin through two Phase 2b studies (completing enrollment and securing Fast Track in AD) and progressed NKTR-0165 and NKTR-255 programs, while restructuring operations and monetizing assets (Huntsville sale, UCB PEG supply agreement) . On pay-versus-performance, a $100 hypothetical investment in NKTR fell from $78.76 to $4.31 between 2020 and 2024 while peer biotech TSR remained above 100; net income was negative each year, reflecting development-stage economics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nektar Therapeutics | Chief Research & Development Officer | Oct 2019–present | Led rezpegaldesleukin (AD/alopecia) Phase 2b programs; Fast Track for AD; advanced NKTR-0165; continued NKTR-255 studies/partnership paths . |
| Nektar Therapeutics | SVP, Research & Chief Scientific Officer | Nov 2017–Oct 2019 | Directed research pipeline; foundation for CRDO transition and subsequent clinical programs . |
| Nektar Therapeutics | SVP, Biology & Preclinical Development | Apr–Nov 2017 | Oversaw preclinical development; accelerated assets toward clinical entry . |
| Nektar Therapeutics | VP, Biology & Preclinical Development | Jul 2015–Apr 2017 | Built biology/preclinical functions post-join; pipeline maturation . |
| Takeda Pharmaceuticals | Global VP & Head, Inflammation Drug Discovery Unit | Pre-2015 | Led inflammation discovery; translational experience brought to NKTR immunology programs . |
| Xencor, Inc. | R&D roles | Earlier career | Antibody engineering/R&D foundation supporting NKTR immuno-modulation strategy . |
External Roles
No current public company directorships or external board roles disclosed for Dr. Zalevsky in company filings .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $703,490 | $703,490 | $717,560 (2% merit increase) |
| Target Bonus (% of Salary) | 60% (program unchanged) | 60% | 60% |
| Actual Annual Bonus ($) | $490,585 | $431,885 (104% of target based on corporate 90% + individual performance) |
Performance Compensation
Annual Incentive Structure and 2024 Outcome
| Category | Weight | Objectives (abbrev.) | Result | Raw Score | Weighted Score |
|---|---|---|---|---|---|
| Rezpegaldesleukin | 50% | Maintain AD Phase 2b schedule; alopecia Phase 2b schedule; CMC strategy | Met (all) | 1.0 | 0.50 |
| Research & BD | 30% | Advance NKTR-255 partnerships; advance TNFR2 program | Partially met | 0.5–0.9 | 0.15–0.27 |
| Financial | 20% | Reduce real estate obligations; certain financial metrics | Mixed (not met / exceeded) | 0.6–0.9 | 0.12–0.18 |
| Corporate Performance Rating | — | — | 90% (after positive discretionary adjustments for financing/transactions) | — | — |
2024 Long-Term Equity Awards (granted Dec 13, 2024)
| Award Type | Shares (#) | Exercise Price | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|
| Stock Options (Time-based) | 375,000 | $1.01 | 4-year monthly vesting | None |
| Stock Options (Performance-based) | 375,000 | $1.01 | 5-year monthly vesting (subject to perf. achievement) | 66% vests at start of any Phase 3 trial for rezpegaldesleukin; 34% vests upon positive Phase 3 topline in any indication |
Additional context: No RSUs in 2024; equity mix shifted to options with significant performance-based criteria aligned to rezpegaldesleukin milestones .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,724,016 (includes options exercisable within 60 days) |
| Options Exercisable within 60 days (included above) | 1,442,112 |
| Ownership as % of SO | <1% (“*”) |
| Director/Officer Hedging/Pledging Policy | Hedging and pledging prohibited by Security Trading Policy |
| Executive Stock Ownership Guidelines | Employee NEOs ≥1x base salary; CEO ≥3x; each employee NEO met guidelines or is within 5-year grace period as of 12/31/24 |
Option moneyness at 12/31/24: With NKTR at $0.93, legacy grants (e.g., $56.90, $36.51, $21.79, $18.75, $13.22, $4.91 strikes) were out-of-the-money, while 12/13/2023 options at $0.50 were in-the-money and 12/13/2024 options at $1.01 were out-of-the-money on that date .
Employment Terms
| Scenario | Cash Severance | Health/Other | Equity | Tax Gross-up | Notes |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (non-CIC) | Negotiated cash severance (no fixed multiple) | COBRA paid for same period as severance; up to 3 months option exercise extension | No automatic acceleration | No | Requires release; Zalevsky/Wilson terms negotiated; Robin has separate letter with defined benefits . |
| Disability | Vested options exercisable up to 12 months; RSUs forfeited | — | No auto acceleration for Zalevsky; Robin has partial acceleration | — | — |
| Death | RSUs fully vest; options fully vest; options exercisable up to 18 months | — | Full acceleration | — | — |
| Change-of-Control (Double Trigger) | 12 months base + target bonus ($1,125,584 est.) | COBRA up to 12 months + $5,000 outplacement ($17,280 est.) | Full acceleration ($328,828 est.) | No (gross-up not available to Zalevsky) | Severance payable upon termination without cause or Good Reason Resignation within CIC window . |
Clawback: Company adopted a compensation recovery policy in June 2023 compliant with SEC/Nasdaq; recovers erroneously paid incentive comp for 3 fiscal years prior to a material restatement .
Performance & Track Record
Company Performance Metrics
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 92,055,000* | 90,122,000* | 98,427,000* |
| EBITDA ($) | (227,206,000)* | (127,410,000)* | (125,527,000)* |
Values retrieved from S&P Global.*
Pay versus Performance Indicators
| Indicator | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – NKTR TSR ($) | 78.76 | 62.59 | 10.47 | 2.62 | 4.31 |
| Value of $100 Investment – Peer Group TSR ($) | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
| Net Income ($ millions) | (444) | (524) | (368) | (276) | (119) |
2024–2025 Program Milestones and Achievements
- Rezpegaldesleukin: Phase 2b AD on track with target enrollment completion and Fast Track designation; alopecia Phase 2b on track with target enrollment completion .
- NKTR-0165: First preclinical data presented; IND-enabling studies proceeding toward 2H 2025 IND .
- NKTR-255: Multiple Phase 2 study readouts and ongoing combination studies; strategic partnership pathways evaluated .
- Strategic transactions: $30M PIPE at ~80% premium; UCB PEG supply agreement amended (take-or-pay, price increase); sale of Huntsville facility for $64.7M and equity in newco .
Governance, Shareholder Votes, and Peer Benchmarking
- 2024 Say-on-Pay approval: ~93% votes cast in favor .
- 2025 Say-on-Pay vote: For 96,965,611; Against 4,097,449; Abstain 1,090,722; Broker Non-Votes 47,839,333 .
- Compensation peer group (2024–2025 evaluation): 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 .
- No fixed target percentile; committee uses peer/survey data as reference alongside individual/company performance, retention value, and dilution considerations .
Risk Indicators & Red Flags
- Hedging/pledging banned for employees/directors; options repricing prohibited without shareholder approval .
- Clawback policy in place; double-trigger CIC; excise tax gross-ups grandfathered for pre-2010 participants only (Zalevsky not eligible) .
- Related-party transactions: Only disclosed CFO interim consulting (FLG Partners) and reimbursements; no Zalevsky-related RPTs .
Investment Implications
- Pay-for-performance alignment: 2024 corporate rating (90%) and Zalevsky’s bonus (104% of target) were tied to rezpegaldesleukin progress and strategic wins—equity awards are heavily performance-contingent on Phase 3 milestones, creating direct linkage to clinical execution .
- Retention risk moderated by 2024 option grants but legacy options largely underwater at 12/31/24; near-term equity value accrual depends on rezpegaldesleukin Phase 3 initiation and topline success (66%/34% vesting tranches) .
- Change-of-control protection is standard double-trigger without tax gross-up for Zalevsky; full equity acceleration creates potential near-term selling pressure post-CIC, but hedging/pledging prohibitions support alignment .
- Shareholder sentiment supportive (93% 2024; strong 2025 say-on-pay result), while TSR underperformance highlights binary development risk; success in Phase 3 and partnering outcomes are the primary levers for value creation and incentive realization .