Dinesh Patel
Protagonist TherapeuticsAbout Dinesh V. Patel
Dinesh V. Patel, Ph.D., age 68, is President, Chief Executive Officer, and a Class I director of Protagonist Therapeutics; he has served as CEO and director since December 2008. He holds a Ph.D. in Chemistry from Rutgers University and a B.S. in Industrial Chemistry from S. P. University, India . Under his tenure, Protagonist reported positive Phase 3 topline results for rusfertide, advanced icotrokinra through multiple Phase 3 milestones and publication in NEJM, executed a $630M potential collaboration with Takeda with $300M upfront, earned a $165M JNJ milestone, and ended FY2024 with ~$559.2M in cash and investments; cumulative TSR since year-end 2020 reached $191.47 in 2024 and FY2024 net income was $275.2M, following losses in prior years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arête Therapeutics | President & CEO | 2006–2008 | Led privately held metabolic syndrome drug developer |
| Miikana Therapeutics | Co-founder; President & CEO | 2003–2005 | Oncology company sold to Entremed (later CASI) in 2005 |
| Versicor/Vicuron | SVP Drug Discovery & Licensing | 1996–2003 | R&D led to Eraxis and Dalvance; Vicuron acquired by Pfizer for $1.9B (cash) in 2005 |
| Affymax | Director of Chemistry | 1993–1996 | Combinatorial chemistry leadership |
| Bristol Myers Squibb | Medicinal Chemist | 1985–1993 | Early scientific roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sai Life Sciences, Limited (BSE: SAILIFE) | Board Director | Since Mar 2025 | Global CRDMO board service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $630,000 | $655,200 | $681,410 |
| Target Bonus (% of salary) | 55% | 55% | 55% |
| Annual Bonus Paid ($) | $242,550 | $360,360 | $562,163 |
| One-time Spot Bonus ($) | — | — | $112,432 |
| Total Compensation ($) | $5,993,238 | $7,067,572 | $9,473,819 |
| CEO Pay Mix (variable / at-risk) | — | — | Variable 93%; At-risk 71% |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Rusfertide R&D (clinical, CMC, non-clinical, regulatory, medical affairs) | 45% | Achieve specified clinical, CMC, nonclinical, regulatory, medical affairs goals | Fully achieved | 45% of target | Bonus paid 150% of target (CEO all corporate) |
| Discovery & Preclinical | 30% | IL‑17 candidate nomination; preclinical POC | Nearly achieved | 25% of target | Bonus paid 150% of target (CEO all corporate) |
| Biz Dev/Finance/Commercial/IT | 25% | BD nominations; extend cash runway to end of 2026; pre-commercial planning | Fully achieved | 25% of target | Bonus paid 150% of target |
| Stretch Goals (5 items) | +50% | Stretch achievements across rusfertide, discovery, JNJ, external innovation | Out-performed | 55% of target | Bonus paid 150% of target |
2024 equity grants (mix aligned with market and performance; 65% options / 35% RSUs):
| Award Type | Grant Date Fair Value ($) | Quantity | Vesting | Exercise Price |
|---|---|---|---|---|
| Stock Options | $6,119,129 | 315,250 | 1/48 monthly over 4 years | $23.42 |
| RSUs | $1,987,773 | 84,875 | 1/3 annually over 3 years | N/A |
Selected outstanding performance-based award: 25,000-share equity incentive award vests 100% upon first NDA submission to FDA or EU marketing authorization; subject to accelerated vesting upon acquisition/qualifying termination post-change-in-control .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 2,150,048 | Includes shares and derivatives per SEC rules |
| Ownership (% of shares outstanding) | 3.4% | Based on 61,912,420 shares outstanding |
| Options exercisable within 60 days | 1,791,615 | Included in beneficial ownership |
| Unvested RSUs (select awards) | 10,417 (2022 award) | Three annual tranches; market value $402,096 at 12/31/2024 |
| Unvested RSUs (2024 grant) | 84,875 | Three annual tranches; market value $3,276,175 at 12/31/2024 |
| 2024 option exercises | 1,727 shares; $41,362 value realized | Limited exercise activity vs peers |
| Hedging/pledging | Prohibited by policy | No hedging/pledging permitted |
| Ownership guidelines | Not disclosed | — |
Insider selling pressure assessment: RSU installments and ongoing monthly option vesting create scheduled delivery events; trading subject to company insider trading policy and windows, with hedging/pledging prohibited .
Employment Terms
| Scenario | Base Salary Continuation ($) | Healthcare ($) | Bonus ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination (no change in control) | $681,410 | $37,539 | — | — | $718,949 |
| Involuntary termination (in connection with change in control; double-trigger) | $1,022,115 | $56,308 | $562,163 | Options $12,628,883; Stock $4,643,271 | $18,912,740 |
| Change in control (no termination) | $1,022,115 | $56,308 | $562,163 | Options $12,628,883; Stock $4,643,271 | $18,912,740 |
Key provisions:
- Double-trigger equity acceleration; severance agreements for all NEOs; no excise tax gross-up; COBRA continuation; bonus only paid in CoC termination; payments contingent on release .
- Clawback policy compliant with Nasdaq Rule 5608/Rule 10D-1; recovery of excess incentive-based compensation upon restatement .
Board Governance
- Director status: Class I director continuing in office until 2026 Annual Meeting; not independent given executive role .
- Leadership structure: Independent Chair (Dr. Selick); separation of Chair and CEO to reinforce independent oversight .
- Committee memberships: Dr. Patel does not serve on Audit, Compensation, Nominating & Governance, or Research Committees; independent directors populate committees, with Waddill (Audit Chair), Selick (Comp Chair), O’Dowd/Williams as members/chairs, etc. .
- Attendance and executive sessions: Board met 5 times in FY2024; each member attended ≥75% of meetings; independent directors meet in executive sessions at every regular meeting .
- Equity Award Committee delegation: Compensation Committee delegated authority to Dr. Patel (sole member of Equity Award Committee) to grant equity awards to non-executive employees and consultants within Board-approved guidelines under the 2016 Plan; reports provided to Compensation Committee .
Director Compensation and Say-on-Pay
- Director compensation policy applies to non-employee directors (cash retainers and equity grants; updated mix to 50% options/50% RSUs in 2025 and base retainer increased to $45,000) .
- Say-on-pay: 2024 approval ~78% vs ~96% prior year; investor feedback focused on absence of PSUs in 2023; Committee emphasized stock options as performance-based and will consider future say-on-pay results .
Compensation Structure Analysis
- Year-over-year: Modest base salary increase (4.0% in 2024); bonus paid at 150% of target on corporate goals; one-time spot bonus tied to Takeda transaction (30% of target) reflecting transformational deal completion .
- Equity mix: 2024 annual awards at ~65% options / 35% RSUs; options viewed as performance-based; PSUs used in 2021–2022 with milestone vesting; none in 2023–2024 given development stage priorities .
- Governance features: Double-trigger CoC acceleration; clawback; no hedging/pledging; no tax gross-ups; independent consultant (Aon) with independence assessment; peer targeting generally at 50th percentile for cash, 25th–75th for equity .
Performance & Track Record
- 2024/early 2025 highlights: Takeda worldwide license for rusfertide ($300M upfront; up to $630M potential plus profit share/royalties; optional opt-out yielding fees up to $400M and enhanced milestones up to $975M), Phase 3 VERIFY topline positive; NEJM publications for icotrokinra and rusfertide; joined S&P SmallCap 600; JNJ milestone $165M; cash/investments $559.2M YE2024 .
- Pay vs performance metrics: Cumulative TSR $191.47 in 2024; net income $275,188,347 in 2024; prior years showed losses, reflecting development stage volatility .
Compensation Peer Group
- 2024 peer group criteria: Late-stage biotech (Phase 3), market caps $0.4–$3.3B, <400 employees, biotech hubs; peer names include Agios, Akero, Crinetics, IDEAYA, Syndax, Xencor and others (23 companies) .
- Targeting: Cash comp aligned near 50th percentile; equity awards considered within 25th–75th percentile; independent consultant Aon engaged, with independence confirmed .
Related Party Transactions and Risk Indicators
- Related-party transactions: None >$120,000 since Jan 1, 2024 beyond compensation; policy requires Audit Committee review of any such transactions .
- Risk mitigants: Clawback policy; balanced incentives and vesting horizons; Compensation Committee oversight; prohibition on hedging/pledging .
Investment Implications
- Alignment: High variable and at-risk pay for CEO (93% variable; 71% at-risk) and heavy use of options directly tie compensation to shareholder value creation; RSU vesting schedules provide retention but can create periodic supply as shares settle .
- Execution incentives: 2021 performance-based equity linked to NDA/EU approval and 2024 bonus metrics aligned to rusfertide and discovery milestones indicate pay-for-performance centered on value-creating catalysts .
- Governance watchpoints: CEO’s delegated authority to grant equity to non-officer employees requires continued robust Compensation Committee oversight to mitigate optics of dual-role influence; separation of Chair and CEO and fully independent committees are positive counterbalances .
- Retention/CoC economics: Material double-trigger acceleration and cash severance under CoC could reduce retention risk during strategic transactions but represent meaningful dilution/costs; no excise tax gross-ups and clawback policy are shareholder-friendly features .