Steven Basta
About Steven Basta
Steven Basta, age 59, was appointed President, Chief Executive Officer, and a Class I Director of Phathom Pharmaceuticals effective April 1, 2025; he holds a B.A. from Johns Hopkins University and an M.B.A. from Northwestern’s Kellogg School of Management . Recent company-wide performance context (pre-dating his tenure) shows cumulative total shareholder return indices of 72.37 in 2024 and 81.37 in 2023, alongside net losses, per the “Pay Versus Performance” disclosure . The board separates the CEO and Chair roles (non-executive Chair: Michael F. Cola), mitigating CEO/Chair dual-role concerns and supporting independent oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SaNOtize Research & Development Corp. | Chief Executive Officer | Sep 2023–Mar 2025 | Led anti-infective therapeutics developer; operator experience ahead of PHAT CEO appointment . |
| Mahana Therapeutics | Chief Executive Officer | Dec 2020–Oct 2022 | Ran prescription digital therapeutics company; digital health commercialization experience . |
| Menlo Therapeutics (later VYNE Therapeutics) | President & Chief Executive Officer | Sep 2015–Mar 2020 | Public-company leadership in biopharma; transitioned company through branding change to VYNE . |
| AlterG; BioForm Medical/Merz Aesthetics | Chief Executive Officer | Not disclosed | Prior medtech/aesthetics CEO roles, broadened operating scope across healthcare segments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| VYNE Therapeutics | Director | Since Sep 2015 | Public biopharma board service . |
| Viveve Medical | Director; Chairman of the Board | 2018–Mar 2023; Chairman since Jan 2019 | Public medtech governance leadership . |
| DermBiont, Inc. | Director | Since Mar 2020 | Private pharmaceutical company board service . |
Fixed Compensation
| Metric | 2025 |
|---|---|
| Base Salary | $700,000 (initial) |
| Target Bonus % | 70% of base salary |
| 2025 Bonus Eligibility | Prorated for 2025 |
Performance Compensation
| Award | Grant Size | Vehicle | Performance Metric(s) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Employment Inducement Stock Options | 1,085,000 options | Options under 2025 Employment Inducement Incentive Award Plan | Time-based (no performance hurdle) | 25% on first anniversary of start date (Apr 1, 2026); remainder in equal monthly installments thereafter through year 4 | Exercise price = closing price on grant date; grant “as soon as practicable” after start, under Inducement Plan . |
| Stock Price Hurdle PSUs | 360,000 PSUs | Performance Stock Units | Company stock price hurdles + service condition | Per award; tied to stock price hurdles (specific thresholds not disclosed) | Granted under Inducement Plan; exact price hurdles not disclosed . |
| Revenue PSUs | 180,000 PSUs at target (up to 200% max) | Performance Stock Units | Annual Company revenue targets over 3-year period | 3-year performance period ending Dec 31, 2027, plus service condition | Granted under Inducement Plan; payout up to 200% of target . |
Vesting dates and quantities
- Options: 271,250 options (25%) vest on Apr 1, 2026; remaining 813,750 vest monthly through Mar 31, 2029, subject to continued service .
- PSUs: Revenue PSUs measured over 2025–2027 (ending Dec 31, 2027); stock-price PSU vesting contingent on undisclosed stock price hurdles plus service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Apr 7, 2025) | 0 shares; not listed with any exercisable awards within 60 days; percentage ≈ 0% of 69,648,287 shares outstanding . |
| Ownership Guidelines (NEOs) | Company disclosed no stock ownership requirements for NEOs as of 2024 . |
| Hedging/Pledging | Prohibited: anti-hedging policy bans short sales, puts/calls, hedging transactions, margin/pledge accounts for employees and directors . |
| Clawback | Company maintains Dodd-Frank/Nasdaq-compliant clawback for erroneously awarded incentive comp for Section 16 officers for periods ending on/after Oct 2, 2023 . |
Implications: As of the record date, alignment comes primarily from substantial unvested performance and time-based inducement equity rather than current share ownership; absence of formal ownership guidelines offsets the anti-hedging/pledging and clawback controls .
Employment Terms
| Provision | Outside CIC Period | During CIC Period (3 months before to 24 months after) | Notes |
|---|---|---|---|
| Severance (Salary Continuation) | 15 months of base salary continuation | 24 months of base salary continuation | Requires termination without cause or resignation for good reason . |
| Bonus Payments | Lump sum = 1× target bonus for year of termination; plus any unpaid prior-year bonus (if entitled) | Lump sum = 2× target bonus for year of termination; plus any unpaid prior-year bonus (if entitled) | . |
| COBRA | Company-paid premiums for him/dependents until earliest of end of severance period, COBRA eligibility expiration, or new employment coverage | Same | . |
| Equity Acceleration | Acceleration of portion of new-hire stock options that would have vested during the 15 months post-termination; option exercise window extended to 15 months post-termination | Full acceleration of all unvested time-based equity on later of release effectiveness or CIC date | Performance-based awards governed by plan/agreements . |
| Death/Disability | Full vesting of time-based unvested equity upon termination by reason of death or disability | — | . |
| Excise Tax | “Best pay cap” applies; no tax gross-up (reduce to avoid 4999 excise if net better) | Same | Shareholder-friendly vs. gross-up. |
| At-will; Release | At-will employment; severance contingent on release and ongoing covenants | At-will; release required | . |
Trigger type: CIC equity acceleration is double-trigger (requires qualifying termination during CIC window) .
Board Governance
- Current roles: President, CEO, and Director (Class I) since April 2025; not independent by Nasdaq standards as an employee .
- Board structure: Separate Chair and CEO; non-executive Chair is Michael F. Cola; board concluded separation is appropriate .
- Committees: Basta is not listed on board committees; committee chairs are Heidi Kunz (Audit), Michael F. Cola (Compensation), and Asit Parikh (Nominating & Corporate Governance) .
- Board independence: Eight of nine directors determined independent; board size will reduce to eight post-2025 meeting as David Socks steps down .
- Meetings/attendance (board-wide): Board met 10 times in 2024; each director attended ≥75% of applicable meetings in 2024 (preceded Basta’s appointment) .
Compensation Committee Analysis and Peer Group
- Compensation Committee: Members—Michael F. Cola (Chair), Asit Parikh, Mark Stenhouse; independent and non-employee directors; met five times in 2024 .
- Consultant: Pay Governance LLC advised on executive/director compensation, peer group, and market practices; assessed independent; no conflicts .
- 2024 peer group parameters: U.S. biopharma, commercial-stage or Phase III; market cap ~$160M–$2B (PHAT 30-day average ~$778M; ~30th percentile); headcount generally <500 .
- 2024 peer group companies included: Aclaris; Arcutis; Ardelyx; Cogent; Coherus; Crinetics; Deciphera; Intercept; Ironwood; Mirum; Protagonist; Revance; Rhythm; Seres; Travere; UroGen; Xeris .
Related Party / Policies Context
- Anti-hedging/pledging: explicit prohibitions as noted above .
- Clawback: SEC/Nasdaq-compliant policy in place .
- Option Exchange (2023): Company-wide one-time exchange of underwater options for RSUs at 2:1 to enhance retention; RSUs vest in three annual tranches starting July 14, 2023 (preceded Basta’s tenure) .
Investment Implications
- Alignment and upside leverage: Large inducement package couples time-based options (1.085M) with performance PSUs tied to stock price and multi-year revenue targets (360k + 180k at target), signaling a pay-for-performance tilt while creating potential incremental vesting supply at the first anniversary (Apr 1, 2026) and through 2029 .
- Retention dynamics: 4-year option vesting and PSU performance periods through end-2027 reduce near-term voluntary exit risk; severance with 15–24 months salary continuation and bonus multiples offers meaningful protection, potentially reducing management turnover risk during strategic inflection points .
- Governance quality: Separation of Chair/CEO, independent committees, anti-hedging/pledging policy, and clawback are positives; absence of executive stock ownership guidelines is a gap relative to best practices and may be viewed as a modest alignment risk until material vesting occurs .
- Pay structure vs. metrics: Performance PSUs (stock price and revenue) directly link compensation to shareholder value creation and commercial execution, aligning with PHAT’s commercialization objectives, though specific stock-price thresholds are undisclosed, limiting external calibration of PSU difficulty .
- Overhang and supply considerations: The step-vest at Apr 1, 2026 (271,250 options) and ongoing monthly vesting thereafter create predictable supply unlocks; CIC provisions are double-trigger (mitigates automatic acceleration risk absent a termination), and “best pay cap” avoids gross-ups .
Data limitations: No executive-specific Form 4 sales/dispositions were detailed in the proxy or appointment 8-K; beneficial ownership shows 0 shares as of Apr 7, 2025 (pre-vesting), with alignment primarily from unvested inducement equity .