Michael Carulli
About Michael Carulli
Michael Carulli, age 51, is PMV Pharmaceuticals’ Chief Financial Officer (CFO) since January 2024, after serving as SVP Finance (Mar 2023–Jan 2024) and VP Finance (May 2020–Mar 2023). He previously held multiple roles at Celgene (2010–2020), including Executive Director FP&A for R&D. He holds a B.S. from Siena College and an MBA from Fordham Gabelli School of Business . Company performance disclosure shows total shareholder return (TSR) values of $37.66 (2022), $13.42 (2023), and $6.54 (2024) per $100 invested, alongside net losses of $73.3M (2022), $69.0M (2023), and $58.7M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PMV Pharmaceuticals | Chief Financial Officer | Jan 2024–present | Leads finance; principal financial and accounting officer |
| PMV Pharmaceuticals | SVP Finance | Mar 2023–Jan 2024 | Senior finance leadership during pipeline and corporate execution |
| PMV Pharmaceuticals | VP Finance | May 2020–Mar 2023 | Built finance function pre- and post-IPO |
| Celgene | Executive Director FP&A – R&D (among multiple roles) | May 2010–May 2020 | Led R&D FP&A; multi-role finance leadership at a global biopharma |
External Roles
No public company directorships or external board roles disclosed for Carulli .
Fixed Compensation
| Metric | 2024 | Current (effective Mar 1, 2025) |
|---|---|---|
| Base Salary ($) | $370,000 | $419,950 |
| Target Bonus (%) | 40% of base | 40% of base |
| Target Bonus ($) | $148,000 (calc: 40% × $370,000) | |
| Actual Bonus Paid ($) | $162,800 (2024 bonus, paid 2025) |
Performance Compensation
-
Annual cash incentive plan
Metric Weighting Target Actual Payout Vesting/Payment Timing Company-level development, pipeline, and corporate goals (specific metrics not disclosed) Not disclosed 40% of base ($148,000 for 2024) $162,800 Paid in 2025 for 2024 performance -
Equity awards (2024 grants and exchange)
Grant Date Award Type Quantity Price Vesting Terms Jan 18, 2024 Options 204,630 $1.80 1/48th monthly from Feb 18, 2024 Jan 18, 2024 RSUs 82,220 — Vest on Jun 30, 2025 Aug 13, 2024 (exchange) Options 40,805 $1.48 1/3 on Aug 13, 2025; 1/36 monthly thereafter Aug 13, 2024 (exchange) Options 75,000 $1.48 1/4 on Aug 13, 2025; 1/48 monthly thereafter
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 88,395 |
| Options exercisable within 60 days of Apr 8, 2025 | 109,403 |
| Total beneficial ownership (shares + near-term exercisable options) | 197,798; less than 1% of outstanding |
- Anti-hedging/pledging: PMV’s insider trading policy prohibits directors and executive officers from hedging and from pledging company securities or holding them in margin accounts .
- Stock ownership guidelines: Not disclosed in the proxy for executives; beneficial ownership table provides current holdings .
Employment Terms
| Provision | Outside Change-in-Control Period | Within Change-in-Control Period (double trigger) |
|---|---|---|
| At-will; confirmatory employment letter | Yes | Yes |
| Cash severance | 9 months of base salary | 100% of base salary |
| Bonus severance | — | 100% of target bonus |
| COBRA benefits | 9 months | 12 months |
| Equity acceleration | Time-based awards accelerated as if employed 6 months post-termination for pre-IPO awards | 100% acceleration of unvested equity awards |
| 280G best-net cutback | Applies to avoid/optimize excise tax impact |
Vesting Schedules and Near-Term Selling Pressure
| Date | Instrument | Quantity | Vest Detail |
|---|---|---|---|
| Jun 30, 2025 | RSUs | 82,220 | Full vesting on date |
| Aug 13, 2025 | Options (exchange) | 40,805 | 1/3 cliff; then 1/36 monthly thereafter |
| Aug 13, 2025 | Options (exchange) | 75,000 | 1/4 cliff; then 1/48 monthly thereafter |
| Ongoing (from Feb 18, 2024) | Options | 204,630 | 1/48 monthly vesting cadence |
- Insider trading policy prohibits pledging/hedging, reducing forced-sale risk from margin or collateral arrangements .
Pay Versus Performance Snapshot (Company)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) ($) | 37.66 | 13.42 | 6.54 |
| Net Loss ($ thousands) | (73,317) | (68,960) | (58,709) |
Note: PMV discloses that TSR and GAAP net income were not used as compensation metrics; CAP (compensation actually paid) reflects SEC methodology and the Aug 2024 option exchange impacted CAP calculations .
Investment Implications
- Alignment and retention: Carulli’s target cash incentive (40% of base) and materially sized unvested option/RSU tranches vesting in mid-2025 create retention anchors; anti-hedging/pledging policy limits adverse alignment risks from collateralization .
- Near-term selling pressure: The largest equity vest events for Carulli occur on Jun 30, 2025 (RSUs) and Aug 13, 2025 (option cliffs), suggesting potential incremental liquidity windows but not margin-driven pressure given policy prohibitions .
- Change-in-control economics: A standard double-trigger structure (100% base + 100% target bonus, 12 months COBRA, full equity acceleration) provides security but avoids single-trigger windfalls; 280G best-net cutback reduces gross-up risk .
- Ownership: Beneficial ownership is <1% of shares outstanding, typical for CFOs of small-cap biotech; compensation is equity-heavy via options and RSUs that vest over time, supporting performance linkage amid negative TSR trends .