Jacob Chacko
About Jacob Chacko
Jacob M. Chacko, M.D., is ORIC’s President, Chief Executive Officer, and a director; age 46 as of March 31, 2025, serving as CEO since May 2018 and President since May 2019 . His credentials include BA Biology and BS Gerontology (USC), MD (UCLA), MBA (Harvard Business School), and MSc (Oxford) . Annual executive bonus plans in 2023 and 2024 were funded at 117.5% and 115% of target, respectively, based on company objectives in product development/pipeline and corporate development, with his 2024 non‑equity incentive payout at $396,800; his current base salary is $660,000 with a 55% target bonus effective February 1, 2025 (2024 base salary $630,000; target bonus 55%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ignyta, Inc. | Chief Financial Officer | May 2014 – Feb 2018 | Precision oncology company acquired by Roche in Feb 2018 . |
| TPG Capital | Vice President | Aug 2008 – May 2014 | Private equity experience across healthcare investing . |
| McKinsey & Company | Consultant (Healthcare) | Prior to 2008 | Strategy/operations advisory for healthcare clients . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bright Peak Therapeutics, Inc. | Chair of the Board | Since Nov 2021 | Governance leadership at private biotech . |
| 4D Molecular Therapeutics, Inc. | Director | Since Mar 2019 | Public clinical-stage biotech board service . |
| Turning Point Therapeutics, Inc. | Director | Nov 2018 – Mar 2021 | Public biotech; tenure ended prior to company sale . |
| Bonti, Inc. | Director | Feb 2018 – Oct 2018 | Private biotech acquired by Allergan plc in Oct 2018 . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $596,083 | $627,333 |
| All Other Compensation ($) | $14,720 | $14,904 |
| Current Base Salary (effective 2/1/2025) | — | $660,000 |
| Target Bonus % (as of the indicated year) | — | 55% of base |
Notes:
- As of 12/31/2024: base salary $630,000 and target bonus 55% .
- Dr. Chacko’s director service did not earn additional compensation; he only received executive compensation .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $396,000 | $776,900 |
| Option Awards ($) | $1,796,080 | $3,466,878 |
| Non‑Equity Incentive Plan ($) | $350,200 | $396,800 |
| Total Compensation ($) | $3,153,083 | $5,282,815 |
| Bonus Plan Funding vs Target | 117.5% | 115% |
Bonus plan design:
- Annual incentives tied to company objectives (product development/pipeline and corporate development); board/compensation committee set targets and achievement; 2023 funded at 117.5% and 2024 at 115% of target .
Detailed vesting and award schedules:
| Grant Date | Instrument | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 5/10/2018 | Stock Options | 850,500 | $1.60 | Time‑based (legacy 2014 plan) | 5/10/2028 |
| 7/20/2022 (Tranche A) | Stock Options | 437,500 total; 352,429 ex., 85,071 unex. as of 12/31/24 | $4.36 | 1/3 on 7/20/2023; 1/36 monthly thereafter over 2 years | 7/20/2032 |
| 7/20/2022 (Tranche B) | Stock Options | 580,000 total; 350,416 ex., 229,584 unex. as of 12/31/24 | $4.36 | 1/4 on 7/20/2023; 1/48 monthly thereafter over 3 years | 7/20/2032 |
| 2/01/2023 | Stock Options | 400,000 total; 183,333 ex., 216,667 unex. as of 12/31/24 | $6.00 | 1/4 on 2/1/2024; 1/48 monthly thereafter over 3 years | — |
| 1/02/2024 | Stock Options | 510,000 unexercisable as of 12/31/24 | $9.14 | 1/4 on 1/2/2025; 1/36 monthly thereafter over 3 years | 1/02/2034 |
| 2/01/2023 | RSUs | 22,000 unvested as of 12/31/24; market value $177,540 | — | 1/3 on 12/15/2023, 12/15/2024, 12/15/2025 | — |
| 1/02/2024 | RSUs | 56,667 unvested as of 12/31/24; market value $457,303 | — | 1/3 on 12/15/2024, 12/15/2025, 12/15/2026 | — |
Reference price at year‑end:
- Market value calculations use closing price $8.07 on 12/31/2024; thus 2018, 2022, and 2023 option strikes ($1.60, $4.36, $6.00) were in‑the‑money, while 2024 grant at $9.14 was out‑of‑the‑money at year‑end .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned (Total) | 1,667,152 (3.63%) | 2,237,236 (3.25%) | 2,848,175 (3.89%) |
| Record/Common Shares | — | — | 778,648 |
| Options Exercisable within 60 Days | — | — | 2,069,527 |
| Group Ownership (Execs + Directors) | 2,481,009 (5.34%) | 3,795,436 (5.55%) | 5,115,721 (6.82%) |
Alignment and risk controls:
- Insider trading policy prohibits hedging and pledging of ORIC securities; no margin holding permitted .
- Annual director equity grants accelerated in change‑in‑control for non‑employee directors; not applicable to employee grants prior to becoming a director .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At‑will; confirmatory employment letter . |
| Current Base Salary | $660,000 effective 2/1/2025; prior base $630,000 at 12/31/2024 . |
| Target Bonus | 55% of base salary (as of 2024/2025) . |
| Severance (Outside CIC) | CEO: 12 months base salary; 12 months COBRA (or cash in lieu); time‑based equity accelerates by 12 months for CEO; other NEOs 9 months base salary/COBRA; subject to release . |
| Severance (Within CIC; Double Trigger) | CEO: 18 months base salary; 150% of target bonus; 18 months COBRA (or cash in lieu); full acceleration of unvested equity; performance awards deemed achieved at 100% unless specified; no tax gross‑ups; 280G “better‑of” cutback . |
| Clawback Policy | Adopted Sept 2023; non‑discretionary recovery of excess incentive‑based compensation upon accounting restatement per SEC/Nasdaq rules . |
Board Governance
- Board independence: five of six current directors are independent under Nasdaq rules; Dr. Chacko is the management director and not independent .
- Committees and membership: Audit (Chair: Mardi Dier; Members: Steven Hoerter, Angie You), Compensation (Chair: Richard Heyman; Members: Steven Hoerter, Lori Kunkel), Nominating & Corporate Governance (Members include Mardi Dier, Angie You; per footnote references) .
- Dual‑role implications: CEO serving as director can concentrate authority; however, he is not Chair, and the board has a majority of independent directors with independent committee leadership, mitigating independence concerns .
- Director compensation: Non‑employee director cash fees and annual option grants were increased in 2024 and further in 2025; Dr. Chacko did not receive director compensation separate from executive pay .
Compensation Structure Analysis
- Mix shift toward equity: Option award grant‑date value rose from $1.80M (2023) to $3.47M (2024), with stock awards increasing to $0.78M (2024), indicating elevated equity‑based incentives and retention focus .
- Performance plan overachievement: Bonus plans funded above target at 117.5% (2023) and 115% (2024), reflecting achievement against pipeline and corporate objectives .
- Option modifications history: 2022 exchange offer modified exercise prices for NEO options with additional vesting requirements (no vest until at least July 20, 2023; 3–4 years to fully vest), a potential red flag requiring monitoring for repricing optics .
- Grant timing governance: Committee avoids granting equity during periods of material nonpublic information; disclosure indicates no options were issued to executives during blackout windows in 2024 .
Performance Compensation – Award Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2023) | Company objectives | Board/committee set target | 117.5% of target funded | Cash bonus $350,200 | N/A |
| Annual Bonus (2024) | Company objectives | 55% of base (as of 2024) | 115% of target funded | Cash bonus $396,800 | N/A |
| RSUs (2023) | Time‑based | 22,000 units | — | Grant‑date FV included in stock awards | 1/3 on 12/15/2023, 2024, 2025 |
| RSUs (2024) | Time‑based | 56,667 units | — | Grant‑date FV included in stock awards | 1/3 on 12/15/2024, 2025, 2026 |
| Options (2022–2024) | Time‑based | Various tranches | — | Grant‑date FV accounted per ASC 718 | As noted in vesting schedules above |
Equity Ownership & Alignment Details
- Beneficial ownership: 2,848,175 shares (3.89%) as of 3/31/2025, including 778,648 record shares and 2,069,527 options exercisable within 60 days; excludes 1,487,140 options not yet exercisable and RSUs not vesting within 60 days .
- Policy alignment: Hedging and pledging prohibited, reducing misalignment/credit risk from collateralization; no tax gross‑ups under severance arrangements .
Employment Terms – Additional Provisions
- Release requirement: Severance benefits contingent on signing and not revoking a release by the 60th day post‑termination .
- 280G treatment: “Better‑of” approach (full pay vs cutback) to maximize after‑tax benefits; no excise tax gross‑ups .
Investment Implications
- Retention and alignment: Elevated equity mix and multi‑year vesting on options/RSUs support retention; full acceleration on CIC with double‑trigger for termination and 150% target bonus for CEO could be dilutive in a sale but aligns management incentives to strategic outcomes .
- Potential selling pressure: Significant in‑the‑money options from 2018 ($1.60), 2022 ($4.36), and 2023 ($6.00) relative to $8.07 year‑end price may lead to periodic exercises as tranches vest monthly; 2024 grant at $9.14 was out‑of‑the‑money at year‑end, dampening near‑term exercise from that tranche .
- Governance mitigants: Majority‑independent board, independent committee leadership, clawback policy, and prohibition on hedging/pledging reduce governance and alignment risks associated with CEO/director dual role .
- Option repricing optics: 2022 option exchange/modification increases scrutiny on pay practices; continued transparency and balanced cash/equity mix are important to maintain say‑on‑pay support when applicable .