Shawn Rose
About Shawn Rose
Shawn Rose, M.D., Ph.D., was appointed Chief Medical Officer and Head of Research & Development at Nkarta effective June 23, 2025. He is an immunology and rheumatology-focused clinician-scientist with postdoctoral and clinical training at Northwestern University Feinberg School of Medicine, and a track record of bringing more than a dozen programs from discovery into clinical development, contributing to approved medicines including Sotyktu, Stelara, and Tremfya . Age is not disclosed; tenure at NKTX began June 23, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vividion Therapeutics | Chief Development Officer, Immunology | Not disclosed | Expanded portfolio advancing previously undruggable immunology targets |
| Magenta Therapeutics | Interim CMO and Head of Clinical Development | Not disclosed | Led clinical development in cell-based therapies across cancer, genetic disorders, immune-mediated inflammatory diseases |
| Annexon Biosciences | Clinical/development leadership roles | Not disclosed | Advanced programs from discovery into clinical development |
| Janssen Pharmaceuticals | Clinical/development leadership roles | Not disclosed | Contributed to pioneering approved medicines such as Stelara, Tremfya |
| Bristol-Myers Squibb | Clinical/development leadership roles | Not disclosed | Contributed to pioneering approved medicines such as Sotyktu |
External Roles
| Organization | Role/Program | Years | Strategic Impact |
|---|---|---|---|
| Northwestern University Feinberg School of Medicine | Postdoctoral research and clinical training (Internal Medicine & Rheumatology) | Not disclosed | Foundation in immunology translational medicine |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $510,000 annual base salary effective Start Date |
| Target Bonus % | Up to 40% of base salary; objectives set by Board; 2025 bonus opportunity not prorated based on Start Date |
| Sign-on Bonus | $50,000, paid within 30 days of Start Date; clawback if Rose resigns within 12 months (repayment required) |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual performance bonus | Not disclosed | Up to 40% of base salary | Not disclosed | Not disclosed | Paid no later than March 15 following performance year; employment through payment date required |
Equity Awards – Options
| Grant Type | Shares | Strike Price | Grant Date | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Option (recommended) | 500,000 shares (subject to customary adjustments) | Closing price on grant date (TBD by Board) | Not disclosed | 25% vests on 1st anniversary of Start Date; remaining 75% vests in equal monthly installments over 36 months, subject to continued employment | Not disclosed |
Notes:
- Equity plan and award agreement will govern further terms (e.g., post-termination exercise), not disclosed in the exhibit .
- Compensation Committee’s timing practices indicate grants are typically at the first meeting each fiscal year; Committee retains discretion to grant at other times .
Equity Ownership & Alignment
- Beneficial ownership: Not disclosed for Rose; no Form 4 holdings identified in filings cited here.
- Hedging/pledging: Company policy prohibits pledging NKTX shares as collateral and prohibits hedging transactions (collars, swaps, exchange funds), short sales, and public options trading for insiders .
- 10b5-1 plans: No directors or officers adopted, modified, or terminated Rule 10b5‑1 plans in Q2 2025, implying no preset sale program adoption in that quarter .
- Stock ownership guidelines: Not disclosed in the provided documents.
Employment Terms
| Term | Details |
|---|---|
| Start Date | June 23, 2025 |
| Role | Chief Medical Officer & Head of R&D |
| Employment | At-will; either party may terminate at any time, with or without cause or notice |
| Severance Agreement (form for non-CEO C-suite) | Severance period: 9 months for involuntary termination not in connection with/within one year post-Change in Control; 12 months if in connection with/within one year post-Change in Control |
| Company standard severance (reference) | For other executive officers: base salary continuity (9 months; 12 months post-CoC), prior year bonus (if unpaid), COBRA premiums (up to 9 or 12 months), and accelerated vesting of time-based equity upon CoC-related termination; 1x target bonus multiplier post-CoC for other execs |
| Confidentiality/IA/Arbitration | Required “At Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement” prior to Start Date |
| Outside Activities | No concurrent employment/consulting directly related to NKTX’s business; avoid conflicts and third-party confidential information |
| Work Location | Perform duties entirely within the U.S. at NKTX-approved locations; brief travel allowed; relocation or external work requires prior approvals |
| Expenses/Benefits | Eligible for standard company benefits and reimbursable business expenses per policy |
Compensation Structure Analysis
- Cash vs equity mix: Initial package emphasizes at-risk long-term equity via a large stock option (500,000 shares) with a 1-year cliff and 3-year monthly vesting thereafter; cash components limited to salary ($510k) and a modest $50k sign-on bonus .
- Pay-for-performance: Annual bonus up to 40% tied to Board-determined objectives; specific performance metrics (TSR, revenue, clinical milestones) not disclosed in the offer letter .
- Risk alignment: Company-wide prohibition on hedging and pledging strengthens alignment and reduces misaligned risk-taking incentives .
- Change-in-control economics: Standard executive severance includes enhanced benefits and accelerated vesting of time-based awards following CoC-related termination, aligning retention around strategic transactions .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; no pledging red flag indicated by policy .
- Insider selling pressure: 1-year cliff on options defers near-term equity liquidity; no Q2 2025 adoption of trading plans reduces the probability of immediate scheduled sales .
- Legal/Investigations: None disclosed related to Rose in the provided filings.
- Non-compete/Non-solicit: Offer letter includes conflict-of-interest restrictions but does not disclose explicit non-compete duration/scope or non-solicit terms .
Performance & Track Record
- Background: Immunology translational medicine expert; advanced >12 programs from discovery to clinical; contributed to approvals Sotyktu, Stelara, Tremfya .
- NKTX strategic fit: Appointment coincides with Nkarta’s pivot to autoimmune applications of its allogeneic NK cell platform, aligning Rose’s rheumatology and immunology expertise with development priorities .
Compensation Committee Analysis
- Committee composition: Michael Dybbs (Chair), Simeon George, Angela Thedinga – all independent per SEC/Nasdaq standards .
- Consultant: Aon engaged in 2024; independence assessed with no conflicts identified .
- Equity grant timing policy: Grants usually at first meeting of fiscal year; Committee retains discretion; disclosures include grants that occurred near reporting windows, with required SEC timing table .
Investment Implications
- Retention: The 1-year option cliff and multi-year vesting materially reduce early attrition risk; severance protection (9/12 months) adds downside security while maintaining at-will flexibility .
- Alignment: Heavy LTI via stock options and strict anti-hedging/pledging policies align Rose with long-term shareholder outcomes; lack of disclosed RSUs suggests higher performance sensitivity versus time-based stock .
- Execution: Rose’s track record in immunology and rheumatology with multiple approved drugs is strategically accretive to NKTX’s autoimmune focus, potentially improving probability of clinical success and value creation .
- Near-term selling pressure: With no Q2 2025 10b5‑1 plan adoption and a 1-year vesting cliff, insider sale risk tied to Rose is low in the first year .
- Disclosure gaps: No beneficial ownership, stock ownership guideline requirements, or specific bonus performance metrics disclosed; investors should monitor forthcoming Form 4s, proxy updates, and award agreements for detailed alignment terms .