John Leonard
Intellia TherapeuticsAbout John Leonard
John M. Leonard, M.D., age 67, is President and CEO of Intellia Therapeutics (since January 2018) and has served on Intellia’s board since July 2014; prior roles at Intellia include EVP, R&D (Jan 2017–Jan 2018) and Chief Medical Officer (Jul 2014–Jan 2017) . He holds a B.A. in biochemistry (University of Wisconsin–Madison) and an M.D. (Johns Hopkins), completed internal medicine residency at Stanford, and a postdoctoral fellowship in molecular virology at NIAID/NIH . Pay-versus-performance disclosures show Compensation Actually Paid to the PEO broadly aligned with TSR, with Company TSR values of 370.82 (2020), 806.00 (2021), 237.83 (2022), 207.84 (2023), and 79.48 (2024), while net income remained negative as a clinical-stage firm (losses of $134.231m in 2020 to $519.021m in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott | Various R&D roles; Global Head, Pharmaceutical R&D | 1992–2012 (Global Head 2008–2012) | Led global pharma R&D; advanced clinical development capabilities and portfolio execution |
| AbbVie | Chief Scientific Officer & SVP R&D | 2013 (from spin-out Jan 2013; retired end of 2013) | Built post-spin R&D leadership; directed pipeline strategy at large-cap biopharma |
| Intellia Therapeutics | Chief Medical Officer | Jul 2014–Jan 2017 | Established clinical strategy; initiated first-in-human CRISPR programs |
| Intellia Therapeutics | EVP, Research & Development | Jan 2017–Jan 2018 | Led platform and pipeline build-out across in vivo and ex vivo gene editing |
| Intellia Therapeutics | President & CEO | Jan 2018–present | Drove Phase 3 entries (NTLA-2001, NTLA-2002), financing, and strategic collaborations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IQVIA Holdings Inc. | Director | Oct 2016–present | Joined post Quintiles–IMS merger; brings clinical research and health IT oversight |
| Quintiles | Director | Feb 2015–Oct 2016 | Board service prior to merger forming IQVIA |
| Private Biopharma (undisclosed) | Director | Current | Privately held company board service |
Fixed Compensation
- Dr. Leonard’s 2024 base salary was $687,000; actual cash bonus paid for 2024 performance was $424,223 .
- 2024 target bonus was 65% of base ($446,550), paid at 95% of target; corporate achievement multiplier was 95% .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 630,000 | 660,000 | 687,000 |
| Cash Bonus ($) | 401,310 | 429,000 | 424,223 |
| All Other Comp ($) | 29,506 | 31,243 | 24,452 |
| Total ($) | 10,096,590 | 11,657,262 | 15,330,547 |
| 2024 Cash Incentive | Target % of Base | Target $ | Actual $ | Payout % |
|---|---|---|---|---|
| John M. Leonard, M.D. | 65% | 446,550 | 424,223 | 95% |
Performance Compensation
2024 Equity Grants (Annual cycle effective March 1, 2024; vesting commencement Jan 1, 2024)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options (time-based) | 3/1/2024 | 163,929 | $32.66 | 3,706,845 |
| RSUs (time-based) | 3/1/2024 | 113,586 | — | 3,709,719 |
| PSUs (market-based TSR) | 3/1/2024 | Target 56,793 | — | 2,903,258 |
| PSUs (clinical milestones + TSR modifier) | 3/1/2024 | Target 107,164 | — | 3,875,050 |
- Options generally vest over 3 years (33% on first anniversary of vesting commencement date; remainder monthly to 3 years) .
- RSUs vest in 3 substantially equal annual installments beginning January 1, 2025 .
- PSUs (market-based) have a 3-year performance period with payout determined by relative TSR vs Nasdaq Biotechnology Index; PSUs (clinical) earn based on clinical milestones with a relative TSR modifier of 75%–125% .
Annual Cash Incentive Program – 2024 Corporate Goals
| Goal Category | Weighting | Corporate Achievement | Notes |
|---|---|---|---|
| Develop CRISPR-Based Medicines | 70% | 95% overall | Phase 3 initiations for NTLA-2001 (MAGNITUDE) and NTLA-2002 (HAELO); IND clearance; clinical evidence updates |
| Advance our Science | 10% | 95% overall | Platform/science progress |
| Build for Long-Term Sustainability | 14% | 95% overall | ~$862m year-end cash; expected runway through H1 2027; supply chain secured |
| Be the Best Place to Make Therapies | 6% | 95% overall | Talent development and engagement |
PSU Vesting Scale (Market-Based PSUs, 3-year performance)
| Relative TSR Percentile vs NBI | Award Vesting |
|---|---|
| ≥90th | 200% |
| 75th | 150% |
| 50th | 100% |
| 30th | 50% |
| <30th | None |
Option Exercises and Stock Vested in 2024
| Name | Options Exercised (#) | Value Realized ($) | Shares Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| John M. Leonard, M.D. | — | — | 51,856 | 1,581,089 |
Equity Ownership & Alignment
- Beneficial ownership: 1,799,202 shares, representing 1.7% of outstanding shares (based on 103,539,685 shares outstanding as of March 31, 2025) .
- Stock ownership guidelines: minimum 3x base salary for executives and 3x retainer for directors; counts common stock and 65% of unvested time-based RSUs; excludes options and performance RSUs; all Covered Individuals are compliant or within phase-in through the later of FY2027 or five years from becoming Covered .
- Insider trading policy: prohibits short sales, derivative transactions, and borrowing against margin; pledging company stock requires prior audit committee approval and demonstration of capacity to repay independent of pledged securities; hedging prohibited .
- Rule 10b5-1 trading plans permitted under policy when not in possession of MNPI .
- Clawback policy adopted Sept 13, 2023, requiring recoupment of incentive compensation in event of restatement per SEC/Nasdaq rules .
Outstanding Equity Awards as of Dec 31, 2024 (selected line items for Dr. Leonard)
| Award | Grant Date | Status | Quantity | Value ($) |
|---|---|---|---|---|
| Options (Exercisable) | various (2016–2023) | Exercisable | see table (e.g., 58,516 at $6.83; 212,501 at $13.40; etc.) | N/A |
| Options (Unexercisable) | 3/1/2024 | Unexercisable | 163,929 | N/A |
| RSUs (Unvested) | 3/1/2024 | Unvested | 113,586 | 1,324,413 (at $11.66 close) |
| PSUs (Market-based, threshold shown) | 3/1/2024 | Unearned | 28,397 | 331,109 (at $11.66 close) |
| PSUs (Clinical, target shown) | 3/1/2024 | Unearned | 107,164 | 1,249,532 (at $11.66 close) |
Note: Per proxy estimates, all unvested options were underwater at 12/31/2024 for severance valuation purposes; thus, accelerated vesting of stock options was assigned zero value in those scenarios .
Employment Terms
| Term | Detail |
|---|---|
| Current Base Salary | $708,000; eligible for annual incentive bonus targeted at 65% of base |
| Non-compete/Non-solicit | Standard proprietary info/inventions agreement; with Dr. Leonard, non-compete and non-solicit for six months post-employment |
| Severance (No CIC; termination without cause or for good reason) | 12 months base salary continuation; acceleration of RSUs that would vest in next 12 months; COBRA continuation if participating |
| Severance (Double-Trigger CIC within 24 months) | Lump sum 2x (base + target bonus); Company-paid health coverage for 18 months; full equity acceleration if employed ≥6 months before CIC, else 50% |
| Estimated Payments (as of 12/31/2024) | No CIC: Total $1,733,147 (Cash $687,000; RSU acceleration $1,046,147) |
| Estimated Payments (CIC scenario) | Total $7,231,473 (Cash $2,267,100; Equity acceleration $4,964,373) |
| Retirement Policy (CEO included) | At ≥60 yo and ≥5 years of service: 100% accelerated vesting of time-based RSUs; continued vesting of options up to 5 years post-retirement or expiry; PSUs pro-rated by service and earned on actual performance; prorated bonus at retirement year-end; clinical PSUs eligible only if employed through 12/31/2025 |
| Retirement Estimated (as of 12/31/2024) | Total $2,478,620 (Prorated bonus $446,550; RSU acceleration $2,032,070) |
| Tax Gross-ups | No 280G/4999 tax gross-up commitments for executives |
Board Governance
- Board service history: Director since July 2014; CEO since January 2018 .
- Independence: Board determined all directors except Dr. Leonard were independent under Nasdaq/SEC rules; Dr. Leonard is not independent as a Company executive .
- Leadership structure: Chair and CEO roles separated; board believes separation supports independent oversight and governance .
- Board and committee attendance: Full board met five times in 2024; each director attended ≥75% of aggregate board/committee meetings; all directors attended 2024 annual meeting .
- Committees: Audit, Compensation, Nominating & Corporate Governance, Science & Technology; committee membership is independent .
- Director compensation: No compensation provided to Dr. Leonard for director service; only executive compensation applies .
Compensation Peer Group and Governance
- 2024 executive compensation peer group included 19 biotech/biopharma companies (e.g., Alnylam, Arrowhead, Beam, CRISPR Therapeutics, Ionis, Karuna, Verve, Vir, Xencor) .
- Targeting philosophy: Cash compensation approximately midpoint of peer group; long-term incentives targeted at ~50th percentile; committee factors in market, executive experience, performance vs Company goals .
- Governance features: Independent comp committee; ownership guidelines; clawback; no option repricing; no tax gross-ups; double-trigger CIC only; prohibits short sales/hedging/margin pledging without approval .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | 370.82 | 806.00 | 237.83 | 207.84 | 79.48 |
| Net Income (Loss) ($) | (134,231,000) | (267,892,000) | (474,186,000) | (481,192,000) | (519,021,000) |
Key 2024 operational achievements included initiating/dosing Phase 3 programs (NTLA-2001 MAGNITUDE/MAGNITUDE-2; NTLA-2002 HAELO), strategic collaboration with ReCode Therapeutics, and ending 2024 with ~$862m cash and runway through H1 2027, supporting bonus determinations and corporate achievement of 95% .
Equity Ownership & Alignment Details
| Beneficial Owner | Shares Beneficially Owned | % of Class |
|---|---|---|
| John M. Leonard, M.D. | 1,799,202 | 1.7% |
Ownership and alignment safeguards: 3x salary ownership guidelines with retention requirements until compliance; anti-hedging/anti-pledging policy; Rule 10b5-1 plan policy; clawback for restatements .
Employment Terms – Additional Detail on Severance Triggers
| Scenario | Cash | Equity Acceleration | Health Coverage | Notes |
|---|---|---|---|---|
| No CIC: Termination without cause / Good reason | 12 months base ($687,000 in proxy calc) | RSUs that would vest in 12 months ($1,046,147) | Up to 12 months if participating | Unvested options assumed underwater at 12/31/24 for calc |
| Double-Trigger CIC (within 24 months) | 2x (base + target bonus) = $2,267,100 | 100% RSUs + target PSUs acceleration ($4,964,373) | 18 months | Equity acceleration terms depend on tenure pre-CIC |
| Retirement (policy benefits) | Prorated bonus ($446,550) | 100% RSUs accelerated ($2,032,070) | — | Continued vesting of options post-retirement; PSUs prorated by service |
Investment Implications
- Pay-for-performance alignment: Heavy equity mix with PSUs tied to relative TSR and clinical milestones suggests strong linkage to value creation, but as a clinical-stage firm, payouts hinge on pipeline execution and market performance volatility .
- Ownership skin-in-the-game: 1.7% beneficial stake, robust ownership guidelines, and anti-hedging/anti-pledging limits support alignment; absence of director pay and separate chair/CEO mitigate dual-role concerns and independence issues .
- Retention and exit economics: Double-trigger CIC multiple (2x base+bonus) and full equity acceleration increase change-of-control costs; retirement policy accelerates RSUs and allows continued option vesting, potentially creating predictable vesting-related supply events around annual RSU vest dates beginning Jan 1, 2025 .
- Selling pressure and option dynamics: No option exercises in 2024 and unvested options were underwater for severance valuations at year-end, reducing near-term option exercise pressure; RSU vesting remains the primary source of potential periodic share delivery and associated tax-withholding sales .
- Governance and peer benchmarking: Independent comp committee, external consultant input, mid-point/50th percentile targeting, and clawback reduce pay inflation and governance risk; no tax gross-ups and prohibition on option repricing are shareholder-friendly features .