Krishna Vaddi
About Krishna Vaddi
Krishna (“Kris”) Vaddi, Ph.D., is founder, Chief Executive Officer and a Class III director of Prelude Therapeutics, serving since February 2016; he is 59 years old as of April 16, 2025 and holds a BVSc in Veterinary Medicine from Acharya N.G. Ranga Agricultural University (India) and a Ph.D. in Pharmacology & Toxicology from the University of Florida . Prelude is a clinical-stage precision oncology company with no product revenue to date; in FY 2024 the company reported a net loss of $127.2M and ended the year with $133.6M in cash, cash equivalents and marketable securities, while advancing SMARCA2 degrader PRT3789 through Phase 1 with multiple RECIST partial responses reported in Class 1 SMARCA4-mutant cancers . The Board separates the CEO and Chair roles (Chair: Paul A. Friedman, M.D.), which supports independent oversight; Vaddi is not an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orsenix, LLC | Chief Executive Officer | Jun 2014 – Jun 2016 | Led clinical-stage biotech; CEO experience prior to founding Prelude |
| Incyte Corporation | Senior Advisor | Jun 2015 – Jun 2016 | Senior advisory role in oncology drug development |
| Incyte Corporation | Group Vice President | Mar 2010 – Jun 2015 | Leadership in discovery/development; foundational oncology experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external public company board service disclosed for Vaddi |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 572,667 | 594,167 |
| Target Bonus (%) | 50% | 50% |
| Actual Bonus Paid ($) | 330,625 | 276,575 |
| All Other Compensation ($) | 2,624 (401(k) match) | 10,350 (401(k) match) |
Notes: Employment agreement sets 2025 base salary at $618,930 and target bonus at 50% of base .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value ($) | 1,735,873 | 1,446,379 |
Annual bonus metrics: 2023 corporate objectives included program milestones (PRT1419 dose escalation, PRT2527 responses, INDs for PRT3645 and PRT3789), compliance and budget/culture objectives; payout approved in Feb 2024 . 2024 corporate objectives included completing dose escalation for PRT2527, IND studies of PRT7732, increasing enrollment for PRT3789, confirming ADC lead(s), and company-wide compliance/budget/culture; payout approved in 2024 .
Detailed incentive metric table (weightings not disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Complete PRT2527 dose escalation (2024) | Not disclosed | Dose escalation completed | Approved by Board | Included in bonus | Annual cash bonus cycle |
| IND studies for PRT7732 (2024) | Not disclosed | IND studies completion | Approved by Board | Included in bonus | Annual cash bonus cycle |
| Increase PRT3789 enrollment (2024) | Not disclosed | Enrollment targets | Approved by Board | Included in bonus | Annual cash bonus cycle |
| Confirm ADC lead candidate(s) (2024) | Not disclosed | Lead(s) confirmed | Approved by Board | Included in bonus | Annual cash bonus cycle |
| Compliance, budget, culture (2023/2024) | Not disclosed | Company-wide objectives | Approved by Board | Included in bonus | Annual cash bonus cycle |
Equity award vesting schedules (options and RS/RSUs):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 02/28/2017 | 12,969 | — | 0.31 | 02/27/2027 | 100% vested at grant |
| 06/17/2019 | 572,799 | — | 1.89 | 06/16/2029 | Standard monthly after cliff |
| 03/27/2020 | 572,798 | — | 1.89 | 03/26/2030 | Standard monthly after cliff |
| 09/02/2020 | 720,327 | — | 12.85 | 09/01/2030 | Standard monthly after cliff |
| 07/20/2021 | 244,120 | 41,680 | 31.23 | 07/19/2031 | 1/4 at 1-year, then 1/48 monthly |
| 02/15/2022 | 232,262 | 95,638 | 10.58 | 02/14/2032 | 1/4 at 1-year, then 1/48 monthly |
| 02/07/2023 | 151,250 | 178,750 | 7.20 | 02/06/2033 | 1/4 at 1-year, then 1/48 monthly |
| 03/01/2024 | — | 425,000 | 4.59 | 02/28/2034 | 1/4 at 1-year, then 1/48 monthly; first cliff around 03/01/2025 |
Equity Ownership & Alignment
As of March 31, 2025:
| Category | Shares | % Voting Common |
|---|---|---|
| Direct voting common stock held by Vaddi | 1,999,296 | — |
| Options exercisable within 60 days | 2,728,785 | — |
| Sidus Ventures, LLC (manager: Vaddi) | 142,553 | — |
| Dolphin City Trust (beneficiary: Vaddi) | 423,655 | — |
| Blue Sky Trust (investment advisor: Vaddi) | 551,776 | — |
| Brocade Trust (investment advisor: Vaddi) | 551,774 | — |
| Total beneficial ownership (voting common) | 6,397,839 | 13.8% |
- No disclosures of pledging of company stock; insider trading policy prohibits hedging/monetization transactions (e.g., collars, forward sales, exchange funds) for officers and directors .
- Director stock ownership guidelines are not disclosed in the proxy; compliance status not provided .
Employment Terms
| Provision | Standard Termination (without “cause”) | Change-in-Control (double-trigger within 12 months) |
|---|---|---|
| Base salary continuation | 12 months for CEO | 18 months for CEO |
| Health benefits | Company-paid/reimbursed for 12 months | Company-paid/reimbursed for 18 months |
| Bonus | Not specified for CEO; partial RS acceleration | 150% of annual target bonus for CEO |
| Equity | Partial acceleration of restricted stock for CEO | Full vesting and exercisability of equity awards |
| Conditions | General release; non-compete and non-solicit compliance required | Same; excise-tax best net (full vs cutback) |
Clawback policy: Adopted Sept 2023 to comply with SEC Rule 10D-1; requires recovery of incentive-based compensation up to 3 years prior to a material restatement, enforced by the Compensation Committee .
Board Governance
- Roles and independence: CEO and Board Chair are separate (Chair: Paul A. Friedman, M.D.); majority of directors are independent under Nasdaq rules; Vaddi is management (not independent) .
- Committees: Audit (Chair: Mardi C. Dier), Compensation (Chair: David P. Bonita), Nominating & Corporate Governance (Chair: Julian C. Baker); all committee members independent .
- Attendance: In 2024, Board met 5x; Audit 4x; Compensation 4x; Nominating 1x; no director attended fewer than 75% of meetings; independents meet in executive session regularly .
- Director compensation: CEO receives no compensation for board service; non-employee director fees and annual option grants are disclosed separately .
- Say-on-Pay: Company is an “emerging growth company” and “smaller reporting company”; not required to hold advisory votes on executive compensation .
Director Compensation (Vaddi as Director)
| Item | Amount |
|---|---|
| Director cash retainer/fees | $0 (CEO receives no director compensation) |
| Director equity | $0 (CEO does not receive director equity) |
Performance & Track Record
- Pipeline execution under Vaddi’s leadership: PRT3789 (first-in-class SMARCA2 degrader) advanced through Phase 1 dose escalation with RECIST-confirmed partial responses across Class 1 SMARCA4-mutant NSCLC, esophageal, and gastric patients; PK/PD demonstrated sustained SMARCA2 degradation with deeper effects at ≥212 mg; Phase 2 combo with pembrolizumab initiated per Merck collaboration .
- PRT7732 (oral SMARCA2 degrader) received IND clearance in July 2024; Phase 1 multi-dose escalation initiated in biomarker-selected cancers .
- CDK9 program (PRT2527) completed Phase 1 multi-dose escalation in lymphoid malignancies with acceptable safety; combination with zanubrutinib showed higher ORR; advancing only with a partner beyond current study .
Compensation Committee Analysis
- Compensia, Inc. engaged as independent advisor; responsibilities include peer data, market practice reviews, and program design; Compensation Committee solely determines CEO/executive packages and administers cash/equity plans .
- Anti-hedging policy and clawback framework support alignment and regulatory compliance .
Equity Compensation Plan Information
| Metric | Dec 31, 2024 |
|---|---|
| Shares to be issued upon exercise of outstanding awards (#) | 35,044,553 |
| Weighted-average exercise price ($) | 6.51 |
| Shares remaining available for future issuance (#) | 7,392,940 |
Authorized share changes: In June 2025 shareholders approved an amendment increasing authorized non-voting common stock to 112,850,259 and total authorized common to 600,000,000, enabling financing flexibility and potential dilution .
Risk Indicators & Red Flags
- No related party transactions >$120,000 disclosed (other than director/executive pay and equity grants) .
- Anti-hedging policy prohibits hedging/monetization; no pledging disclosures noted .
- Emerging growth company status implies reduced compensation disclosure and no say-on-pay, potentially limiting external feedback mechanisms .
- Capital needs/dilution: Company has no revenue; FY 2024 net loss $127.2M; expanded authorized shares could facilitate capital raises, diluting holders .
Equity Ownership & Beneficiaries (Major Holders Context)
- Baker Bros. Advisors and affiliates: 10,246,468 voting and 7,170,073 non-voting shares; prefunded warrants outstanding with ownership limits; Julian C. Baker serves on Board .
- OrbiMed Entities: 10,909,256 voting and 5,680,186 non-voting shares; David P. Bonita serves on Board .
Investment Implications
- Pay-for-performance alignment: Significant founder ownership (13.8% voting) and ongoing option vesting align incentives; anti-hedging and clawback policies strengthen alignment, but absence of disclosed weightings on performance metrics reduces transparency on bonus determination .
- Near-term insider selling pressure: 425,000 options granted in March 2024 with first cliff vesting around March 2025 may increase potential selling capacity; continued monthly vesting thereafter adds supply over time .
- Retention and change-in-control economics: Double-trigger protection (18 months salary, 150% target bonus, full equity acceleration) provides strong retention but increases transaction costs in an acquisition scenario .
- Governance and independence: Separation of Chair/CEO and independent committees mitigate dual-role risks; CEO receives no director compensation, limiting conflicts tied to board fees .
- Financing/dilution: Expanded authorized shares and continued losses indicate likely future capital raises; investors should monitor use of non-voting stock and potential dilution paths .