James Basta
Intellia TherapeuticsAbout James Basta
James Basta, J.D., is Executive Vice President, General Counsel and Corporate Secretary at Intellia Therapeutics (NTLA) since June 2021; age 59; J.D. from Northwestern University Pritzker School of Law and B.A. in Economics from Northwestern University . He previously served as Chief Legal Officer at Kura Oncology (2019–2021) and spent 13 years at Biogen as SVP & Chief Corporation Counsel overseeing securities filings and legal support for board, BD, finance/tax, corporate affairs, employment, and IT; earlier, he was a partner at Baker & McKenzie . Intellia’s pay-for-performance framework anchors executive incentives to corporate execution rather than revenue/EBITDA, with 2024 corporate goals achieved at 95% and annual cash bonuses determined by functional contributions to goals . Long-term incentives include market-based PSUs tied to relative TSR versus the Nasdaq Biotechnology Index and one-time clinical PSUs (milestone-based with a TSR modifier), reinforcing alignment to value-creating milestones and market performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kura Oncology, Inc. | Chief Legal Officer & Secretary | Nov 2019–Jun 2021 | Led legal function during growth phase; overseen governance and disclosures |
| Biogen Inc. | SVP & Chief Corporation Counsel | 2006–2019 | Managed legal for securities filings, board, BD, finance/tax, corporate affairs, employment, IT |
| Baker & McKenzie | Partner, Corporate & Securities | Pre-2006 | Advised on corporate and securities matters; foundational governance expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northwestern University – Chemistry of Life Processes Institute | Executive Advisory Board Member | Not disclosed | External advisory role; industry-academic interface |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Current (as of Jan 10, 2025) |
|---|---|---|---|---|
| Base Salary ($) | $435,600 | $460,000 | $479,000 | $494,000 |
| Target Bonus (% of Salary) | 40% | 40% | 40% | 40% |
| Bonus Paid ($) | $170,756 | $184,000 | $166,185 | — |
2024 Annual Cash Incentive detail:
| Name | Target Bonus % | Target $ | Actual $ | Actual as % of Target |
|---|---|---|---|---|
| James Basta | 40% | $191,600 | $166,185 | 87% |
Performance Compensation
Annual Corporate Goals and Weighting (2024)
| Corporate Goal Category | Relative Weighting | Corporate Achievement Outcome |
|---|---|---|
| Develop CRISPR-Based Medicines | 70% | 95% overall corporate achievement for 2024 |
| Advance our Science | 10% | 95% overall corporate achievement for 2024 |
| Build for Long-Term Sustainability | 14% | 95% overall corporate achievement for 2024 |
| Be the Best Place to Make Therapies | 6% | 95% overall corporate achievement for 2024 |
Key 2024 achievements supporting payouts included Phase 3 initiations/dosing for NTLA-2002 (HAE) and nex-z (ATTR-CM), IND clearance for MAGNITUDE-2, strategic collaboration with ReCode Therapeutics for CF, and ending 2024 with ~$862 million in cash/equivalents .
Long-Term Incentive Grants to James Basta (2024)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| Stock Options | 3/1/2024 | 46,752 | $1,057,180 | 3-year vest: 33% at first anniversary of vesting commencement (Jan 1, 2025), remainder monthly over next 24 months; 10-year term; strike set at FMV on grant date |
| RSUs (time-based) | 3/1/2024 | 32,394 | $1,057,988 | 3 annual installments beginning Jan 1, 2025 |
| Market-based PSUs (TSR) | 3/1/2024 | Target 16,197 | $827,991 | 3-year performance (Jan 1, 2024–Dec 31, 2026); vesting based on NTLA TSR vs Nasdaq Biotech Index (≤30th percentile: 0%; 50th: 100%; 75th: 150%; ≥90th: 200%) |
| One-time Clinical PSUs (milestone + TSR modifier) | 3/1/2024 | Target 35,211 | $1,273,230 | Earn 0–200% based on pre-set clinical milestones; TSR modifier adjusts ±25% (≤50th: 0.75x; 50–80th: 1.0x; ≥80th: 1.25x); vest Jan 1, 2027 |
PSU performance periods are ongoing; no payout results disclosed yet .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 227,204 shares; <1% of outstanding (based on 103,539,685 shares) |
| Composition | 38,058 common shares + 189,146 shares issuable upon exercise of options exercisable within 60 days of Mar 31, 2025 |
| Stock Ownership Guidelines | 3x base salary for executive officers; stock, vested RSUs, and 65% of unvested time-based RSUs count; options and performance-based unvested RSUs do not; all covered individuals compliant or within phase-in |
| Pledging/Hedging | Prohibited (short sales, derivatives, margin borrowing/pledging without audit committee approval and independent repayment capacity) |
| Rule 10b5-1 Plans | Available; plans entered only when not in possession of MNPI; sales may occur at any time per plan |
Outstanding Equity Awards (as of Dec 31, 2024) – James Basta
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | Unearned PSUs (#) |
|---|---|---|---|---|---|---|---|
| Stock Option | 7/1/2021 | 113,750 | 16,250 | 171.65 | 6/30/2031 | — | — |
| Stock Option | 3/1/2022 | 13,717 | 392 | 79.85 | 2/29/2032 | — | — |
| RSU (time-based) | 3/1/2022 | — | — | — | — | 6,899 | — |
| PSU (market-based) | 3/1/2022 | — | — | — | — | — | 2,412 (threshold shown) |
| Stock Option | 3/1/2023 | 22,152 | 12,522 | 40.75 | 2/28/2033 | — | — |
| RSU (time-based) | 3/1/2023 | — | — | — | — | 24,540 | — |
| PSU (market-based) | 3/1/2023 | — | — | — | — | — | 6,135 (threshold shown) |
| Stock Option | 3/1/2024 | — | 46,752 | 32.66 | 2/28/2034 | — | — |
| RSU (time-based) | 3/1/2024 | — | — | — | — | 32,394 | — |
| PSU (market-based) | 3/1/2024 | — | — | — | — | — | 8,099 (threshold shown) |
| Clinical PSU (milestone) | 3/1/2024 | — | — | — | — | — | 35,211 (target) |
Vesting mechanics and schedules across grants:
- Options granted in 2022–2024 vest over 3 years: 33% at first anniversary of vesting commencement and remainder monthly over 24 months; all options priced at fair market value on grant date .
- RSUs granted Mar 1, 2024 vest in three equal annual installments beginning Jan 1, 2025; RSUs granted Mar 1, 2022 and Mar 1, 2023 vest in three equal annual installments beginning Jan 1, 2023/Jan 1, 2024 (with specified supplemental awards beginning Mar 1 dates) .
- YE 2024 closing price reference used for market values: $11.66 per share; all unvested options were underwater at YE 2024 .
Employment Terms
| Term | Non-Change-in-Control | Change-in-Control (within 24 months) |
|---|---|---|
| Employment | At will | At will |
| Base Salary (current) | $494,000 | — |
| Target Bonus | 40% of base salary | — |
| Cash Severance | 9 months base salary → $359,250 | 1.5x (base + target bonus) → $1,005,900 |
| Equity Acceleration | 9 months acceleration of outstanding equity awards (no value for PSUs; underwater options no value) → $349,404 | 100% of RSUs and target PSUs accelerate → $1,543,014 |
| Health Care Continuation | COBRA premiums for up to 9 months → $19,227 | COBRA premiums for up to 18 months → $38,454 |
| Total Modeled Benefits | $727,881 | $2,587,368 |
| Clawback Policy | Mandatory recovery of excess incentive comp for 3 years pre-restatement; compliant with SEC/Nasdaq rules | |
| Tax Gross-ups | None for parachute payments (280G/4999) | |
| Option Repricing | Prohibited without stockholder approval | |
| Pensions/Deferred Comp | No defined-benefit pension or nonqualified deferred compensation |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid at 87% of target for Basta, driven by Company’s 95% corporate goal achievement across clinical milestones and strategic initiatives; this ties cash compensation directly to operational execution in a pre-commercial setting .
- Equity incentives emphasize long-term value creation and retention: balanced mix of options (at-risk, FMV strikes), time-based RSUs, and PSUs (market-based TSR and clinical milestones with TSR modifier), with clinical PSUs vesting only upon milestone success by Jan 1, 2027—supporting medium-term retention and execution focus .
- Selling pressure considerations: RSUs from 2022–2024 vest annually beginning Jan 1, 2023/2024/2025, potentially creating periodic supply; however, stock ownership guidelines require retention, and hedging/pledging/margin are prohibited, moderating near-term selling; unvested options were underwater at YE 2024 ($11.66 reference), reducing incentive to exercise in the near term .
- Retention risk appears controlled: at-will employment with standard biotech severance; modeled CoC benefits for Basta (1.5x cash + full RSU/target PSU acceleration and 18 months COBRA) are competitive but not excessive, with double-trigger acceleration reinforcing retention through change events .
- Governance and risk mitigants: no tax gross-ups, clawback policy compliant with Dodd-Frank/SEC/Nasdaq, option repricing prohibited, and no related-party transactions—reducing compensation-related governance red flags .
Overall, Basta’s package is equity-heavy with explicit performance orientation (TSR and clinical milestones), strong governance guardrails, and moderate severance—suggesting aligned incentives to advance Intellia’s clinical pipeline toward value-inflecting milestones while limiting shareholder-unfriendly practices **[1652130_0000950170-25-061023_ntla-20250430.htm:73]** **[1652130_0000950170-25-061023_ntla-20250430.htm:76]** **[1652130_0000950170-25-061023_ntla-20250430.htm:77]** **[1652130_0000950170-25-061023_ntla-20250430.htm:81]** **[1652130_0000950170-25-061023_ntla-20250430.htm:80]** **[1652130_0000950170-25-061023_ntla-20250430.htm:34]**.