Edward Dulac
Intellia TherapeuticsAbout Edward Dulac
Edward J. Dulac III, age 50, has served as Intellia Therapeutics’ Executive Vice President, Chief Financial Officer and Treasurer since July 22, 2024, bringing 20+ years of finance, BD, and strategy experience across biotech and pharma . He holds a B.S. in Pharmacy (University of Pittsburgh) and an MBA (Indiana University, Kelley) . During his tenure to year-end 2024, Intellia’s TSR measured by a fixed $100 investment stood at $79.48, with the company operating as pre-commercial and reporting a net loss of ~$519M in 2024 . His compensation design ties annual incentive payouts to corporate goals and long-term equity to three-year TSR vs the Nasdaq Biotechnology Index and clinical milestones, aligning pay with strategic execution rather than near-term financial metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fate Therapeutics | Chief Financial Officer | 2020–2024 | Led finance for clinical-stage cell therapy; capital strategy and operations |
| Celgene (now Bristol Myers Squibb) | VP, Business Development & Strategy | Prior to 2020 | Portfolio BD and strategy for a leading biopharma |
| Barclays Capital / Lehman Brothers | Biopharma Equity Research Analyst | Prior to Celgene | Sell-side coverage, valuation and sector insights |
| Pfizer | Corporate Finance | Prior to Lehman/Barclays | Corporate finance, FP&A foundations |
External Roles
None disclosed as current public company board or external committee roles for Dulac .
Fixed Compensation
| Component | 2024 Terms | Current (as of Jan 10, 2025) |
|---|---|---|
| Base Salary ($) | $510,000 initial at hire (not prorated for bonus) | $526,000 annual base |
| Target Bonus (%) | 40% of base | 40% of base |
| 2024 Actual Annual Bonus ($) | $203,490 (100% of target) | — |
| Sign-on Bonus ($) | $100,000 (repayment: 100% if <1 year; 50% if <2 years, for voluntary without Good Reason or termination for Cause) |
Summary 2024 total compensation (grant-date values): salary $228,192; bonus $303,490 (includes $100,000 sign-on); option awards $1,679,022; stock awards $4,460,028; other comp $24,005; total $6,694,737 .
Performance Compensation
Annual Incentive (2024)
| Element | Detail |
|---|---|
| Corporate goal categories & weights | Develop CRISPR Medicines (70%); Advance Science (10%); Build Sustainability (14%); Be Best Place to Make Therapies (6%) |
| Corporate achievement | 95% overall achievement in 2024 |
| Dulac payout | 100% of target ($203,490), not prorated per employment agreement |
Key 2024 achievements underpinning payouts included Phase 3 initiations for NTLA-2002 and nex-z, IND clearance for MAGNITUDE-2, partnership with ReCode Therapeutics, and ending 2024 with ~$862M cash and equivalents (funding runway through H1 2027) .
Long-Term Incentives (design and Dulac awards)
| Incentive Type | Metric | Vest / Performance | Dulac 2024 Grant (Target Units / Exp Price) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | Stock price appreciation | 3-year vest: 33% at 1st anniversary; remainder monthly to 3rd anniversary | 96,219 options @ $25.33, exp. 7/21/2034 | $1,679,320 |
| Time-based RSUs | Service | 3 annual tranches starting 7/22/2025 | 66,324 RSUs | $1,679,987 |
| Market-based PSUs | 3-year relative TSR vs Nasdaq Biotech Index (200% at ≥90th pct.; 0% below 30th pct.) | Performance period 1/1/2024–12/31/2026 | Target 33,162 PSUs (threshold 16,581; max 66,324) | $1,695,241 |
| Clinical PSUs | Company clinical milestones (e.g., site activation/enrollment completion; BLA filing) with ±25% relative TSR modifier (cap 250% of target) | Performance period 1/1/2024–12/31/2026; vest on 1/1/2027 | Target 30,000 PSUs (threshold 2,250; max 75,000) | $1,084,800 |
2024 company-wide LTIP mix for annual awards was generally ~40% options / 40% RSUs / 20% PSUs; Dulac’s hire package aligned to equal option/RSU values plus separate PSU tranches to drive TSR and specific clinical milestones .
Performance Compensation Table (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus – corporate goals | Categories: 70/10/14/6% | 40% of base | 95% corporate achievement | 100% of target for Dulac ($203,490) | Cash (paid Mar-2025) |
| PSUs (Market) | TSR vs NBI | 33,162 units | 3-year period | Earned 0–200% of target at vest | Vests after perf. period |
| PSUs (Clinical + TSR mod.) | Clinical milestones + TSR mod. | 30,000 units | 3-year period | Earned 0–200% (±25% TSR mod.; cap 250%) | Vests 1/1/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | Not listed with share count; indicates no >0 holdings disclosed (table shows “—”) |
| Outstanding awards (12/31/2024) | Options: 96,219 @ $25.33, exp. 2034-07-21; RSUs: 66,324; Market PSUs (threshold 16,581); Clinical PSUs (target 30,000) |
| Vested vs unvested | 2024 grants are unvested; first RSU and option tranches vest on 7/22/2025 per 3-year schedules |
| Option moneyness context | Company noted ~99% of outstanding options out-of-the-money as of 4/14/2025; closing price $7.50 on that date (not grant-specific) |
| Hedging/pledging | Short sales, derivatives, hedging prohibited; pledging/margin borrowing prohibited without audit committee pre-approval and capacity proof |
| Ownership guidelines | Minimum 3x base salary; counts shares and 65% of unvested time-based RSUs; PSUs and options excluded; phase-in until later of FY2027 year-end or five-year anniversary (Dulac by 2029) |
| Rule 10b5-1 policy | Company allows compliant 10b5-1 trading plans; trades may occur at any time under such plans |
Option exercises and stock vested: Dulac had no option exercises or stock vested in 2024 (grants occurred mid-2024) .
Insider selling pressure forecast: First time-based tranches vest starting 7/22/2025 (RSUs annually; options partially) creating potential sell-to-cover supply; PSUs contingent on performance with vest in late 2026/early 2027 .
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Effective July 22, 2024; EVP, CFO & Treasurer; principal financial officer |
| Base & bonus | Base initial $510,000; target bonus 40%; not prorated in initial year |
| Severance (non-CoC) | 9 months base salary; Company COBRA contribution up to 9 months; acceleration of equity that would vest in 9 months post-termination |
| Change-in-control (double-trigger within 24 months) | Cash: 1.5x (base + target bonus) lump sum; COBRA up to 18 months; equity acceleration: if employed ≥6 months before CoC, 100% acceleration; if <6 months, 50% acceleration |
| 280G cutback | Payments reduced if needed to avoid 4999 excise tax, optimized for “After Tax Amount” |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted 9/13/2023 (3-year lookback on restatement) |
| Non-compete / PIIA | PIIA (confidentiality/IP) required; separate MA/CA non-compete agreements exist for certain execs—list does not include Dulac; his employment agreement does not disclose a non-compete; CA governing law while resident |
| Indemnification | Standard officer indemnification per company agreements and D&O insurance |
Investment Implications
- Alignment and upside: Hire equity places Dulac’s realized compensation on multi-year TSR and clinical value creation, with first vesting starting 7/22/2025; PSUs concentrate incentives on milestone execution and market-relative performance .
- Supply/overhang dynamics: Unvested RSUs and options will begin vesting in July 2025; PSUs add potential 2026–2027 supply. Company-wide, equity overhang expected ~18.7% if 2025 plan approved; options broadly out-of-the-money as of April 2025 (retention risk mitigated by RSUs/PSUs) .
- Retention and change-in-control: Double-trigger 1.5x cash + broad equity acceleration creates meaningful protection; for M&A, accelerated vesting could increase short-term float supply and compensation expense, but ensures continuity/incentives through transaction close .
- Ownership discipline: Strict hedging/pledging prohibitions and stock ownership guidelines (3x salary) support alignment; Dulac within phase-in grace period to 2029 .
- Governance signals: Strong say-on-pay support (97.9% in 2024) suggests shareholder endorsement of the pay framework; clawback policy in place .
Note: As a pre-commercial clinical-stage company, performance pay emphasizes clinical progress and TSR vs peers rather than revenue/EBITDA; Net loss in 2024 reflects continued R&D investment toward anticipated NTLA-2002 launch and nex-z programs .
Appendix: 2024 Equity Grants to Edward Dulac
| Grant Date | Instrument | Shares / Strike | Fair Value ($) |
|---|---|---|---|
| 7/22/2024 | Stock Options | 96,219 @ $25.33; exp. 7/21/2034 | 1,679,320 |
| 7/22/2024 | Time-based RSUs | 66,324 | 1,679,987 |
| 7/22/2024 | Market PSUs (TSR) | Target 33,162; threshold 16,581; max 66,324 | 1,695,241 |
| 7/22/2024 | Clinical PSUs | Target 30,000; threshold 2,250; max 75,000 | 1,084,800 |
Sources
- 2025 DEF 14A – Compensation, ownership, governance, LTIP design .
- 8-K (6/26/2024) – CFO appointment, employment agreement, inducement plan awards .