Arjun Agarwal
About Arjun Agarwal
Arjun Agarwal, 49, is Senior Vice President, Finance and Treasurer (principal financial officer and principal accounting officer) of Oruka Therapeutics. He joined Oruka on March 22, 2024 and previously served as VP Finance at Jasper Therapeutics, VP Corporate Controller at Protagonist Therapeutics, with earlier roles at McKesson and PwC; he holds a commerce degree from Sydenham College, is a CPA, and a Chartered Accountant (India) . Oruka is a newly public, pre‑revenue, clinical‑stage biotech; company pay-versus-performance shows 2024 TSR of 109.89 (vs. 79.07 in 2023 and 110.23 in 2022) and 2024 net loss of $83.7M (vs. $5.3M loss in 2023 and $9.9M loss in 2022), framing incentive context in a milestone-driven, non-revenue environment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jasper Therapeutics (Nasdaq: JSPR) | VP Finance | Jun 2021–Mar 2024 | Led finance through multiple financings and public company transition |
| Protagonist Therapeutics (Nasdaq: PTGX) | VP, Corporate Controller | Aug 2019–Jun 2021 | Oversaw finance and accounting functions |
| McKesson (NYSE: MCK) | Finance roles (increasing responsibility) | 2009–2019 | Finance leadership at a global healthcare services company |
| PwC | Audit | Prior to 2009 | Managed a portfolio of audit clients |
External Roles
- No public company directorships or committee roles disclosed for Agarwal .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base salary | $360,000 per year | |
| Target annual bonus | 35% of base salary (2024 bonus eligible from Jan 1, 2024) | |
| Benefits | Eligible for standard employee benefit plans; expense reimbursement per policy |
Performance Compensation
Annual bonus structure (company program context)
- 2024 corporate goals were weighted to preclinical progress on ORKA‑001/ORKA‑002, Phase 1 readiness/execution, regulatory progress, and ensuring adequate funding; Compensation Committee assessed 125% corporate achievement (disclosed for NEO program; Agarwal’s specific payout not disclosed) .
Equity awards and vesting schedules (Agarwal-specific)
| Award type | Grant/Effective details | Quantity | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Stock option (Right to Buy) | Grant effective Mar 22, 2024 | 128,566 | $5.16 | 03/22/2034 | 25% on Mar 22, 2025; remainder monthly over next 36 months through Mar 22, 2028 |
| Compensatory warrant (Right to Buy) | Grant effective Jul 14, 2024 | 85,711 | $7.80 | 07/14/2034 | 25% on Apr 3, 2025; remainder monthly over next 36 months through Apr 3, 2028 |
Equity Ownership & Alignment
| Measure | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 61,068 shares | <1% of outstanding shares as of Feb 15, 2025 |
| Options/warrants outstanding | 128,566 options @ $5.16; 85,711 warrants @ $7.80 | Vesting as above; both time‑based |
| Pledging/hedging | Prohibited (no short sales, options, hedging, margin or pledges) | Company insider trading policy |
Employment Terms
| Provision | Term | Source |
|---|---|---|
| Start date | March 22, 2024 | |
| Title | SVP, Finance and Treasurer; PFO and PAO | |
| Severance (non‑CIC) | If terminated without cause (or resignation with good reason if so provided): 9 months base salary + up to 9 months company‑subsidized health coverage | |
| Change‑in‑control (CIC) severance (double‑trigger within 3 months before/12 months after CIC) | 0.75x (base salary + target bonus) + full acceleration of all equity awards (PBRSUs/PSUs at target or actual if determinable per award terms) + up to 9 months company‑paid health coverage | |
| “Cause” / “Good Reason” | Defined in employment agreements; company precedent definitions disclosed (e.g., dishonesty, felony, willful misconduct; and Good Reason including material pay/duty/location changes with cure periods) | |
| Clawback | Nasdaq 5608-compliant compensation recoupment policy for restatements (prior 3 fiscal years) |
Performance & Track Record (Company-level context during tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (indexed, initial fixed $100 investment) | 110.23 | 79.07 | 109.89 |
| Net income (loss), $ thousands | (9,926) | (5,339) | (83,724) |
- Company characterization: newly public, pre‑revenue clinical‑stage biotech; governance structure designed for long‑term focus amid stock volatility common in biotech .
Governance, Peer Group, and Say‑on‑Pay (Program context)
- Compensation philosophy and consultant: Alpine Rewards LLC engaged; philosophy set in Dec 2024; market-informed, with internal/external alignment .
- Peer group (used for 2024 post‑merger executive compensation framework): Apogee Therapeutics, Astria Therapeutics, Cabaletta Bio, CARGO Therapeutics, Celldex Therapeutics, Contineum Therapeutics, Entrada Therapeutics, Janux Therapeutics, Kymera Therapeutics, Kyverna Therapeutics, Lexeo Therapeutics, Longboard Pharmaceuticals, Lyell Immunopharma, Pliant Therapeutics, Prime Medicine, Spyre Therapeutics, Structure Therapeutics, Third Harmonic Bio .
- 2025 Say‑on‑Pay and Frequency vote results:
- Say‑on‑Pay: For 25,824,834; Against 88,740; Abstain 136,631; 732,854 broker non‑votes .
- Frequency: 1‑year received 25,854,625 votes (Board adopted annual votes) .
Compensation Structure Analysis
- Mix and leverage: Cash comp is modest (base $360k; 35% target bonus), with significant equity via time‑based options/warrants, aligning value with share price appreciation; vesting runs Mar/Apr 2025–2028, creating steady equity release cadence .
- Pay‑for‑performance linkage: Annual bonus tied to corporate milestones (preclinical progress and financing), consistent with pre‑revenue biotech norms; company reported 125% 2024 corporate achievement for NEOs, though Agarwal’s individual payout is not disclosed .
- CIC protections: Double‑trigger acceleration and 0.75x salary+bonus indicate balanced retention economics without excessive parachute multiples .
- Governance risk mitigants: Clawback policy and explicit prohibitions on hedging/pledging reduce misalignment/optics risk .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy (reduces alignment risk) .
- Option/warrant repricing, tax gross‑ups: No such practices disclosed in the record reviewed .
- Insider selling pressure: Initial Form 3 shows sizeable time‑based equity; our search located no Form 4 transactions for Agarwal during the reviewed period, suggesting limited forced‑sale signals to date (search returned Form 3 only) .
Investment Implications
- Alignment: Equity-heavy design with multi‑year vesting and prohibitions on hedging/pledging supports shareholder alignment; CIC terms are double‑triggered and moderate, tempering windfall risk .
- Retention and overhang: Vesting cliffs in Mar/Apr 2025 followed by monthly vesting to 2028 provide retention but may create periodic liquidity events; monitor for 10b5‑1 plan adoptions and any Form 4 activity as tranches vest .
- Execution linkage: Bonus metrics tied to ORKA‑001/002 progress and financing match Oruka’s value drivers; strong 2025 say‑on‑pay support suggests investor acceptance of the framework as the company advances clinical milestones .
- Overall: For a pre‑revenue biotech, Agarwal’s package appears market‑typical and performance‑sensitive, with protections calibrated below CEO levels; key signals to track are clinical milestone attainment versus plan (informs bonus outcomes) and any updates to severance/CIC or equity design in future proxies .