Rutul Shah
PRECIGENAbout Rutul Shah
Rutul R. Shah, age 44, is Chief Operating Officer of Precigen (since Oct 2022) with prior roles spanning operations leadership since 2014; he holds a BE in Chemical Engineering (Gujarat University) and MS in Bioengineering (University of Illinois Chicago) . In 2024, Precigen submitted the PRGN‑2012 BLA (accepted with an FDA PDUFA action date of Aug 27, 2025), catalyzing operational milestones tied to executive incentives . Company financial trajectory over FY2022–FY2024 shows declining revenues and negative EBITDA; see table below (values from S&P Global).*
Company Financials during Shah’s tenure (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $26,658,000* | $6,216,000* | $3,892,000* |
| EBITDA ($USD) | $(63,841,000)* | $(82,255,000)* | $(90,179,000)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Precigen, Inc. | Chief Operating Officer | Oct 2022–present | Led cross‑functional operations through PRGN‑2012 BLA submission and manufacturing preparedness; recognized for direct involvement in BLA preparation and support of capital raises . |
| Precigen, Inc. | VP & Head of Operations | Feb 2020–Oct 2022 | Scaled portfolio/program ops; alliance and project management . |
| Precigen, Inc. | Senior Director of Operations | Apr 2016–Feb 2020 | Built operational systems and processes . |
| Precigen, Inc. | Program Leader, Human Therapeutics | Sep 2014–Mar 2016 | Led development programs; portfolio coordination . |
External Roles
No external directorships or outside roles disclosed for Mr. Shah in the proxy’s executive officer biographies .
Fixed Compensation
- Base salary increased in 2024 from $410,000 to $485,000 to reflect responsibilities and market alignment .
- Annual target bonus set at 40% of base salary for NEOs (non‑CEO); paid in equity for 2024 .
Multi‑year compensation (Summary Compensation Table)
| Component ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $327,500 | $410,000 | $452,116 |
| Stock Awards | $55,000 | $89,174 | $305,249 |
| Option Awards | $344,540 | $495,775 | $603,845 |
| All Other Compensation | $36,318 | $43,025 | $46,334 |
| Total | $793,083 | $1,037,974 | $1,407,544 |
2024 base salary and target bonus parameters
| Item | Value |
|---|---|
| 2024 annualized base salary | $485,000 |
| Target bonus % of base | 40% |
Performance Compensation
Precigen’s 2024 bonus framework for NEOs emphasized PRGN‑2012 milestones and core clinical/financial goals; bonuses were paid 100% in RSUs vesting May 2025 .
2024 Annual Bonus outcome (Shah)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| PRGN‑2012 BLA submission & commercial build‑out | 70% (NEOs) | 100% | 100% (Committee determination) | Included in RSU grant | RSUs vest May 2025 |
| Other clinical & financial goals | 10% (NEOs) | 100% | 100% (Committee determination) | Included in RSU grant | RSUs vest May 2025 |
| Individual performance (Shah) | 20% (NEOs) | 100% | 125% for Shah (additional 25% for BLA leadership, ops/manufacturing support, capital raise support) | RSUs valued at $242,500; 174,460 RSUs granted | RSUs vest May 2025 |
2024 PSUs (long‑term performance awards)
| Grant | Target PSUs | Fair value at grant | Performance conditions | Status |
|---|---|---|---|---|
| Aug 28, 2024 PSU grant | 250,000 | $141,250 | 50% vests on PRGN‑2012 complete BLA submission; 50% on FDA BLA approval by 12/31/2026 | First milestone achieved Jan 2025; 50% settled in shares |
Equity Ownership & Alignment
- Beneficial ownership: 287,595 shares owned; right to acquire 799,835 (options exercisable within 60 days and/or RSUs vesting within 60 days); total 1,087,430 (<1% of outstanding) .
- Anti‑hedging policy in place; clawback compliant with SEC/Nasdaq rules (Financial Statement Compensation Recoupment Policy) .
- Executive equity ownership guidelines: none formally applicable to executives (director guidelines exist separately) .
Beneficial ownership detail (as of Mar 31, 2025)
| Item | Amount |
|---|---|
| Shares owned | 287,595 |
| Right to acquire (≤60 days) | 799,835 |
| Total beneficially owned | 1,087,430 |
| % of shares outstanding | <1% |
Outstanding equity awards (selected, Dec 31, 2024)
| Award | Quantity | Exercise price | Vesting |
|---|---|---|---|
| Stock options (May 31, 2024) | 550,000 unexercisable | $1.40 | 25% after 1 year, then 36 monthly installments |
| Stock options (Apr 28, 2023) | 208,333 exercisable / 291,667 unexercisable | $1.21 | 25% after 1 year, then 36 monthly installments |
| PSUs (Aug 28, 2024) | 250,000 target | n/a | 50% BLA submission; 50% FDA approval by 12/31/2026 |
2024 stock vesting (supply events)
| Shares vested in 2024 | Value realized |
|---|---|
| 117,142 | $163,999 |
Employment Terms
- Employment agreement executed Feb 2024; severance for termination without cause or resignation for good reason: 12 months base salary + up to 12 months COBRA reimbursement (subject to release) .
- Equity treatment on change‑in‑control: options/RSUs vest in full if not continued/assumed/substituted; PSUs vest at target if not continued/assumed before 12/31/2026 .
- Clawback policy: adopted June 8, 2023; applies to executive compensation upon accounting restatement .
Potential payments (illustrative, as of Dec 31, 2024)
| Scenario | Severance | Accelerated equity | PTO/Other | COBRA | Total |
|---|---|---|---|---|---|
| Termination without cause / good reason (pre‑CIC) | $485,000 | $0 | $46,635 | $36,727 | $568,363 |
| CIC termination within 12 months | $485,000 | $280,000 | $46,635 | $36,727 | $848,362 |
| CIC (no termination; awards not assumed) | — | $280,000 | — | — | $280,000 |
| Disability | — | $280,000 | $46,635 | $630,000 | $956,635 |
| Death | — | $280,000 | $46,635 | $1,515,000 | $1,841,635 |
Compensation Structure Notes
- 2024 bonuses paid entirely in RSUs (cash preservation; equity ownership emphasis) .
- Company does not provide meaningful perquisites; executives participate in standard employee benefits; 401(k) company contributions disclosed (Shah $10,350) .
- No tax gross‑ups other than de minimis amounts for disability insurance premiums .
- Say‑on‑pay support in 2024: 96.3% approval, indicating broad shareholder endorsement of pay practices .
Compensation Peer Group (Governance context)
Precigen uses a 21‑company biotech peer group (Phase I–III, market cap $100M–$1.4B) for benchmarking; at selection, Precigen’s market cap was $366M (46th percentile), revenues $22.1M (51st), and annualized 3‑year TSR −32% (65th) vs peers .
Investment Implications
- Alignment: Shah’s incentives are directly tied to PRGN‑2012 regulatory success (PSUs split on BLA submission/approval), supporting execution focus on the key value driver . Anti‑hedging and robust clawback policies strengthen alignment and risk discipline .
- Vesting/supply overhang: Near‑term equity supply includes May 2025 RSU vesting from 2024 bonuses and continuing monthly option vesting post first anniversary; half of 2024 PSUs already settled in Jan 2025 upon BLA submission . Monitor Form 4 filings for potential selling pressure around those dates.
- Retention risk: Incremental 2024 salary adjustment, equity‑heavy bonus, and milestone PSUs indicate retention focus through FDA approval; severance of 12 months base and CIC protections provide stability without excessive guarantees .
- Governance: Strong say‑on‑pay support and use of independent consultant Aon for peer benchmarking reduce pay‑inflation risk and indicate thoughtful oversight .