David Lebwohl
Intellia TherapeuticsAbout David Lebwohl
David Lebwohl, M.D., age 70, is Executive Vice President and Chief Medical Officer of Intellia Therapeutics (NTLA), a role he has held since April 2020. He previously served as CMO at Semma Therapeutics (acquired by Vertex) and spent 15 years at Novartis in senior global development leadership; earlier in his career he led oncology development teams at Bristol-Myers Squibb. Dr. Lebwohl holds an A.B. in Biochemical Sciences from Harvard and an M.D. from Yale, and completed residency at Brigham and Women’s Hospital with fellowship at Memorial Sloan Kettering; he has authored 50+ peer‑reviewed publications. Company performance context during his tenure includes a 95% corporate bonus multiplier for 2024 (reflecting substantial goal achievement), a year-end 2024 TSR index value of 79.48 (per Pay vs Performance disclosure), and 2024 net loss of $519.0M as Intellia remains a clinical-stage company.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intellia Therapeutics | EVP, Chief Medical Officer | Apr 2020–present | Leads clinical development across CRISPR in vivo/ex vivo programs; advanced NTLA‑2002 and nexiguran ziclumeran (NTLA‑2001) to Phase 3 milestones. |
| Semma Therapeutics (Vertex acquired) | Chief Medical Officer | Nov 2018–(through acquisition by Vertex) | Guided cell therapy programs prior to company acquisition by Vertex. |
| Novartis | SVP & Franchise Global Program Head; earlier senior global development roles | 2003–2018 | Led CAR‑T and hematology programs (Promacta, SEG101), large-scale late-stage development leadership. |
| Bristol‑Myers Squibb | Led oncology development teams | Prior to 2003 | Oncology development leadership prior to Novartis tenure. |
External Roles
No public company directorships or committee roles are disclosed for Dr. Lebwohl in the proxy; professional accomplishments include 50+ peer‑reviewed publications and leading late-stage development programs at Novartis.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 475,300 | 495,000 | 520,000 |
| Target bonus (% of salary) | 40% | 40% | 40% |
| Actual annual cash bonus ($) | 186,318 | 201,960 | 201,552 (97% of target) |
Notes:
- Corporate bonus multiplier for 2024: 95% (individual factor drove Dr. Lebwohl’s 97% payout).
- Current (2025) base salary and target bonus: $536,000 and 40%.
Performance Compensation
2024 Annual Cash Incentive Goals and Results
| Category | Weight | Target | Actual/Payout |
|---|---|---|---|
| Develop CRISPR-Based Medicines | 70% | Program milestones across NTLA‑2002 (HAE) and nex‑z (ATTR) | Achieved major milestones: initiated Phase 3 HAELO (NTLA‑2002), dosed first patient in Phase 3 MAGNITUDE (ATTR‑CM), cleared IND for Phase 3 MAGNITUDE‑2 (ATTRv‑PN) → corporate multiplier 95% |
| Advance our Science | 10% | Platform/science progress | Achieved scientific progress; details in corporate goals roll-up |
| Build for Long-Term Sustainability | 14% | Cash runway, G&A/ops, supply chain | Ended 2024 with ~$862M cash/marketable securities; runway through 1H 2027 |
| Be the Best Place to Make Therapies | 6% | Talent & culture | Retention/talent initiatives executed; culture sustained |
Dr. Lebwohl’s 2024 cash bonus was determined from corporate achievement (95%) and his individual performance to 97% of target ($201,552).
2024 Equity Awards Structure and Metrics
- Mix and vesting:
- Options (40%): 10‑year term; 33% vest at 1‑year anniversary of Jan 1, 2024, then monthly to 3 years.
- Time‑based RSUs (40%): Vest in three equal annual tranches starting Jan 1, 2025.
- Market‑based PSUs (20%): 3‑year relative TSR vs Nasdaq Biotech Index; 0–200% payout at vest.
- One‑time Clinical PSUs (additional grant): Earned on clinical milestones (e.g., MAGNITUDE site activation/enrollment, HAELO enrollment, NTLA‑2002 BLA filing) with TSR modifier ±25%, cap 250%; vest Jan 1, 2027.
| PSU metric | Weighting | Target | Payout schedule |
|---|---|---|---|
| Relative TSR (Market PSUs) | 20% of annual LTI mix | 50th percentile | <30th: 0%; 30th: 50%; 50th: 100%; 75th: 150%; 90th+: 200% (3‑yr) |
| Clinical Milestones (Clinical PSUs) | One‑time 2024 grant | Specific clinical milestones (ATTR‑CM site activation & enrollment; HAELO enrollment; NTLA‑2002 BLA) | 0–200% on milestones; TSR modifier 0.75x / 1.0x / 1.25x; max 250% (3‑yr) |
2024 Equity Grants to Dr. Lebwohl
| Grant type (3/1/2024) | Shares (target) | Grant‑date fair value ($) |
|---|---|---|
| Options (strike $32.66) | 55,855 | 1,263,021 |
| Time‑based RSUs | 38,701 | 1,263,975 |
| Market‑based PSUs (TSR) | 19,350 | 989,172 |
| Clinical PSUs | 36,742 | 1,328,591 |
Vesting:
- Options: 33% on Jan 1, 2025; remainder monthly to Jan 1, 2027.
- RSUs: 3 equal annual tranches starting Jan 1, 2025.
- PSUs: 3‑year performance periods (market PSUs: 2024–2026; clinical PSUs: 2024–2026, vest 1/1/2027).
Equity Ownership & Alignment
| Ownership snapshot | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 386,953 shares (51,639 common shares + 335,314 options exercisable within 60 days). |
| Stock ownership guidelines | 3x base salary for executives; retention requirement until compliant; options and unearned PSUs excluded from calculation; all covered individuals compliant or within phase‑in. |
| Hedging/pledging | Short sales and hedging prohibited; pledging/margin prohibited absent audit committee pre‑approval and demonstrable repayment capacity. |
| 2024 vested awards activity | 18,016 shares acquired on vesting in 2024; no option exercises reported for 2024. |
| Options moneyness context | As of Apr 14, 2025, ~99% of outstanding company-wide options were out‑of‑the‑money (closing price $7.50), mitigating option‑driven near‑term selling pressure. |
| Outstanding unvested RSUs (12/31/2024) | 3,189 (3/3/2021); 4,606 (3/1/2022); 20,450 (3/1/2023); 38,701 (3/1/2024). |
| Outstanding PSUs (12/31/2024) | Market PSUs at threshold shown: 3,454 (2022 grant); 7,669 (2023 grant); 9,675 (2024 grant). Clinical PSUs target: 36,742 (2024 grant). |
Vesting schedules:
- RSUs vest annually (most starting Jan 1 of the year following grant); Options vest 33% at first anniversary then monthly, both creating predictable early‑year vest events that can coincide with 10b5‑1 plan sales or tax withholding.
Employment Terms
| Term | Dr. Lebwohl |
|---|---|
| Employment start at NTLA | April 2020 (EVP & CMO) |
| Current base salary (2025) | $536,000; target bonus 40% |
| Severance (no change in control) | 9 months base salary; 9 months COBRA; accelerate equity that would vest in next 9 months (PSUs excluded). |
| Change‑in‑control (double trigger, within 24 months) | 1.5x (salary + target bonus) lump sum; 18 months COBRA; 100% vesting of outstanding equity (50% if <6 months employed prior to CoC). |
| Estimated payouts (12/31/2024 stock price $11.66) | Term w/o CoC: $763,779 total ($390,000 cash; $13,263 COBRA; $360,516 equity). Term w/CoC: $2,812,527 total ($1,092,000 cash; $26,527 COBRA; $1,694,000 equity). |
| Equity plan CIC mechanics | Double‑trigger if awards assumed; single‑trigger if not assumed (with target/actual for performance awards per plan terms). |
| Non‑compete & 10b5‑1 | Separate non‑compete agreement (Massachusetts law; company pays 50% base during enforcement, offset vs severance); 10b5‑1 trading plans permitted under policy. |
| Clawback | Dodd‑Frank compliant clawback for incentive comp upon restatement (3‑year lookback). |
Compensation Structure and Governance
- Pay mix emphasizes at‑risk/equity with performance‑based PSUs (relative TSR and clinical milestones). 2024 one‑time Clinical PSUs align with near‑term value inflection (HAE BLA, ATTR‑CM enrollment).
- 2024 peer group (19 biotech peers including Alnylam, Ionis, CRISPR Therapeutics, BridgeBio, Verve, Denali) informs market medians; targeting ~50th percentile for pay and LTI.
- 2024 Say‑on‑Pay support: 97.9%.
- Equity Plan controls: no evergreen, minimum 1‑year vesting (limited exceptions), no option repricing without shareholder approval, double‑trigger CIC, no dividends on unvested awards, clawback policy.
Risk Indicators & Red Flags
- Related‑party transactions: none disclosed for NEOs.
- No CIC tax gross‑ups; Section 280G/4999 exposure borne by executives if applicable.
- Anti‑hedging/pledging policy reduces misalignment risk; board-level approval required for any pledging.
- Options broadly out‑of‑the‑money company‑wide as of April 14, 2025; retention addressed via RSUs/PSUs mix and additional share reserve sought via 2025 Equity Plan.
Multi‑Year Summary Compensation (Dr. Lebwohl)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 475,300 | 495,000 | 520,000 |
| Bonus ($) | 186,318 | 201,960 | 201,552 |
| Option awards ($) | 1,068,547 | 1,249,082 | 1,263,021 |
| Stock awards ($) | 1,977,001 | 2,301,317 | 3,581,737 |
| All other comp ($) | 9,798 | 10,603 | 11,097 |
| Total ($) | 3,716,964 | 4,257,962 | 5,577,407 |
Investment Implications
- Alignment and incentives: A high proportion of equity, including PSUs tied to relative TSR and near‑term clinical milestones (HAE BLA, ATTR‑CM enrollment), tightly link compensation to catalysts that could re‑rate NTLA’s valuation; stock ownership guidelines and anti‑hedging/pledging policies further reinforce alignment.
- Retention and selling pressure: With widespread out‑of‑the‑money options and meaningful RSU/PSU overhang, retention risk is mitigated via RSUs and milestone‑linked PSUs; predictable annual RSU vesting (starting each Jan 1 for 2024 grants) may create episodic 10b5‑1 selling and tax‑withholding flows but options are unlikely to be exercised near term given moneyness.
- Change‑in‑control economics: Double‑trigger acceleration and 1.5x salary+bonus severance provide standard market protection without gross‑ups, limiting value leakage while preserving management continuity incentives in strategic scenarios.
- Execution track record: 2024 saw multiple Phase 3 initiations and financings runway into 1H 2027; bonus outcomes (95% corporate multiplier) reflect execution, but investor TSR was depressed in 2024, underscoring binary and timing risk around pivotal data and BLA filing.