Paul Hastings
About Paul Hastings
Paul Hastings, age 65, has served as Chief Executive Officer and director of Nkarta, Inc. since February 2018; he is a Class I director and not independent due to his executive role. He holds a B.S. in Pharmacy from the University of Rhode Island and previously served as CEO at several public biotechs (OncoMed, QLT, Axys) and senior roles at Chiron, LXR, and Genzyme, providing deep operating and capital markets experience . Nkarta separates the CEO and Chair roles (Chair is independent director Ali Behbahani), which mitigates CEO/Chair concentration risk; Hastings does not sit on any board committee . Notable execution milestone during his tenure: a March 2024 financing raising approximately $240.1 million gross proceeds to fund programs and operations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OncoMed Pharmaceuticals (public) | President, CEO, Director; Chairman (from Aug 2013) | 2006–2018 | Led a clinical-stage oncology biotech; chaired board through strategic phase |
| QLT, Inc. (public) | President, CEO, Director | 2002–2006 | Ran ophthalmology-focused biotech with commercial aspirations |
| Axys Pharmaceuticals (public) | President, CEO, Director | 2000–2002 | Led company through sale to Celera in 2001 |
| Chiron Biopharmaceuticals (division of Chiron) | President | n/d | Senior P&L role at large-cap biotech division |
| LXR Biotechnology | President & CEO | n/d | Early-stage biotech leadership |
| Genzyme | Various, incl. President of Genzyme Therapeutics Europe; President, Worldwide Therapeutics | n/d | International and global therapeutics leadership at major biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| enGene Holdings (NASDAQ: ENGN) | Director | Current | Clinical-stage gene therapy company |
| Pacira Biosciences (NASDAQ: PCRX) | Director | Until Jan 2025 | Departed Jan 2025 |
| ViaCyte (acquired by Vertex) | Director | Prior | Company acquired in 2022 |
| Proteon Therapeutics; Relypsa (acquired by Galenica 2016); ViaCell (acquired by PerkinElmer 2007) | Director | Prior | Multiple exits |
| Proteolix (acquired by Onyx 2009) | Chairman | Prior | Oversaw board to successful exit |
| Biotechnology Innovation Organization (BIO) | Past Chair; current executive committee member | Current | Industry leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 623,506 | 648,446 |
| Target Bonus (% of base) | 55% | 55% |
| Actual Cash Bonus Paid ($) | 301,777 | 320,981 |
| Notes | Smaller reporting company disclosure; bonuses tied to operational/financial objectives | 2024 bonus paid at 90% of target per Committee assessment |
Current (2025) ongoing terms: base salary $674,384 and target bonus 55% of base salary .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate objectives (financial/operational) | Not disclosed | 55% of base salary | Not disclosed | 90% of target | Committee assessed 2024 performance; payout reflected 90% of target |
2024 Equity Grants (Paul Hastings)
| Award Type | Grant Date | Amount | Price/Strike | Vesting | Accounting Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 01/04/2024 | 509,500 | 6.01 | 48 equal monthly installments from 02/14/2024 through 01/14/2028, service-based | 2,494,818 |
| RSUs | 01/04/2024 | 85,000 | n/a | 4 equal annual installments 01/14/2025–01/14/2028, service-based | n/d (RSUs aggregate in SCT: 510,850 for 2024) |
Equity awarded under the 2020 Performance Incentive Plan; change in control generally does not auto-vest; awards are typically assumed unless Committee provides otherwise .
Outstanding Equity Awards (as of 12/31/2024) – Paul Hastings
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes (vesting schedule) |
|---|---|---|---|---|---|
| Stock Options | 339,639 | 0 | 3.89 | 09/05/2029 | Prior grants |
| Stock Options | 365,675 | 0 | 3.89 | 09/05/2029 | — |
| Stock Options | 202,400 | 0 | 18.00 | 07/08/2030 | — |
| Stock Options | 154,218 | 3,282 | 54.89 | 01/07/2031 | 48 monthly from 02/08/2021–01/08/2025 |
| Stock Options | 183,094 | 68,006 | 12.14 | 01/13/2032 | 48 monthly 02/14/2022–01/14/2026 |
| Stock Options | 75,000 | 45,000 | 12.25 | 06/16/2032 | 48 monthly 07/17/2022–06/17/2026 |
| Stock Options | 185,198 | 201,302 | 5.57 | 01/12/2033 | 48 monthly 02/14/2023–01/14/2027 |
| Stock Options | 116,760 | 392,740 | 6.01 | 01/03/2034 | 48 monthly 02/14/2024–01/14/2028 |
| RSUs | — | 20,950 | n/a | n/a | 4 annual 01/14/2023–01/14/2026 |
| RSUs | — | 9,750 | n/a | n/a | 4 annual 06/17/2023–06/17/2026 |
| RSUs | — | 48,375 | n/a | n/a | 4 annual 01/14/2024–01/14/2027 |
| RSUs | — | 85,000 | n/a | n/a | 4 annual 01/14/2025–01/14/2028 |
Equity Ownership & Alignment
| Item | Value / Policy |
|---|---|
| Total Beneficial Ownership | 1,913,514 shares (2.6% of class) |
| Breakdown | 109,134 common shares + 1,804,380 options exercisable within 60 days as of 04/10/2025 |
| Vested vs Unvested | See outstanding awards table; multiple unexercisable options and unvested RSUs enumerated above |
| Pledging/Hedging | Prohibited: no pledging, margining, short sales, or hedging transactions by insiders |
| Insider Trading Policy | Formal policy adopted; applies to officers/directors; filed with 2024 Form 10-K as exhibit |
| Ownership Guidelines (executive) | Not disclosed in proxy |
Employment Terms
- Employment is at-will per offer letters; current CEO base salary $674,384 and target bonus 55% of base salary .
- Severance (non-CIC): if terminated without Cause or for Good Reason → 12 months base salary, prior-year bonus if unpaid, up to 12 months COBRA premium payments/reimbursements (CEO terms) .
- Severance (double-trigger CIC within 12 months): 18 months base salary, 1.5x target annual bonus paid over 18 months, prior-year bonus if unpaid, up to 18 months COBRA, and full acceleration of time-based equity; performance-based per award terms with time-based requirements deemed satisfied .
- Clawback: restatement-triggered recovery of incentive comp for three fiscal years prior to the restatement year, consistent with SEC/Nasdaq rules .
Board Governance & Service
- Board Service History: Director since 2018; Class I (term expiring at 2027 annual meeting) .
- Dual-role implications: CEO is a director but not Chair; Chair role held by independent director Ali Behbahani; Board expressly separates CEO and Chair roles to balance independence and management input .
- Independence: Hastings is not independent due to CEO position .
- Committee roles: CEO does not serve on Audit, Compensation, Nominating & Governance, or Science & Technology committees (membership lists exclude him) .
- Board/Committee Attendance: All directors attended ≥75% of Board/committee meetings in 2024 .
- Director Compensation: As an employee director, Hastings receives no additional director compensation .
Compensation Structure Analysis
| Component | 2023 ($) | 2024 ($) | YoY Commentary |
|---|---|---|---|
| Salary | 623,506 | 648,446 | Modest cost-of-living/market adjustment |
| Stock Awards (RSUs) | 359,265 | 510,850 | Higher RSU grant value for 2024 annual award |
| Option Awards | 1,640,267 | 2,494,818 | Larger 2024 annual option grant; strike set at grant-date close (6.01) |
| Non-Equity Incentive | 301,777 | 320,981 | 90% of target payout for 2024 |
| Total | 2,934,715 | 3,985,445 | Mix skewed further to equity in 2024 |
- Use of independent compensation consultant: Aon engaged by the Compensation Committee; Committee assessed consultant independence and found no conflicts .
- Equity design: Predominantly time-based monthly vesting options and time-based annual RSUs; no disclosed performance-vesting equity in 2024 . This tilts retention over performance linkage; pay-for-performance relies on annual cash bonus metrics (not separately disclosed) .
- No disclosures of repricings, tax gross-ups, or guaranteed/discretionary bonuses unrelated to objectives in 2024 .
Related Party & Capital Formation Context
- March 2024 underwritten offering: ~21.01M shares at $10.00 and ~3.00M pre-funded warrants at $9.9999, gross proceeds ~$240.1M; participants included funds affiliated with RA Capital, SR One, Samsara, among others with board representation, consistent with disclosed related party transactions policy and Audit Committee oversight .
Investment Implications
- Alignment: High equity exposure (large multi-year option and RSU grants) aligns Hastings with long-term stock performance; prohibitions on pledging/hedging enhance alignment. However, lack of performance-vested equity reduces direct linkage to objective performance outcomes beyond share price and annual cash bonus .
- Retention/Overhang: Significant unvested option tranches vest monthly through 2028 and unvested RSUs vest annually through 2028, creating strong retention incentives. Double-trigger CIC acceleration for time-based awards could amplify potential change-of-control economics but follows market norms for small/mid-cap biotech .
- Pay-for-performance: 2024 bonus paid at 90% of target, indicating near-plan execution against undisclosed operational milestones; ongoing reliance on annual cash metrics vs. PSUs warrants monitoring for rigor as pipeline matures .
- Governance: CEO/Chair separation and non-participation in key committees mitigate dual-role concerns; independent committee oversight and clawback policy are positives for governance quality .
- Capital strategy: The $240.1M 2024 raise under Hastings supports balance sheet strength and program continuity—an execution positive in capital-intensive cell therapy development .