Steve Kelsey
About Steve Kelsey
Steve Kelsey, M.D., FRCP, FRCPath, is President, Research & Development at Revolution Medicines (RVMD), age 64, serving since March 2017 and leading pipeline advancement, pivotal trial initiation, and R&D strategy . He holds a B.Sc. in Pharmacology, M.B. Ch.B. in Medicine, and an M.D. from the University of Birmingham (U.K.) . Company performance highlights relevant to his tenure include cumulative TSR of $151.35 since the 2020 IPO and 2024 net loss of $(600) million, with executive incentives focused on clinical/regulatory milestones rather than traditional financial metrics; RVMD reported no Company-selected financial measure linking compensation actually paid to performance for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onkaido Therapeutics (Moderna venture) | President | 2014–Mar 2017 | Led a Moderna venture biopharma unit focused on R&D portfolio execution |
| Medivation | Senior Vice President, New Projects | 2013–2014 | Oversaw new project evaluation and development initiatives |
| Geron Corporation | EVP, R&D and Chief Medical Officer | 2009–2013 | Directed R&D and clinical strategy at oncology-focused biopharma |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Circle Pharma, Inc. | Director | Dec 2022–present | External board role expanding network in targeted therapeutics |
| Autobahn Laboratories | Scientific Advisory Board | Ongoing | Provides scientific guidance on discovery and development programs |
| Remix Therapeutics | Scientific Advisory Board | Ongoing | Advises on platform and pipeline strategy |
| IDRx | Clinical Advisor | Ongoing | Clinical development advisory supporting portfolio execution |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 497,500 | 512,575 | 573,333 (annual paid); salary rate set at $585,000 effective Mar 1, 2024 |
| Target Bonus (% of Salary) | 50% (program in effect) | 50% | 50% |
| Actual Annual Bonus Paid ($) | 274,500 | 292,600 | 371,600 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual Achievement | Payout ($) | Notes |
|---|---|---|---|---|---|
| Corporate objectives (R&D, corporate) | 90% | 100% | 130% | Included in total | Company overachievement driven by pivotal trial initiation, compelling clinical data, financing, and hiring/retention |
| Individual performance | 10% | 100% | 145% | Included in total | R&D leadership; approved by Compensation Committee |
| Total annual bonus payout | — | — | — | 371,600 | Determined on 130% corporate x 90% and 145% individual x 10% blend |
Equity Awards (Granted March 1, 2024)
| Award Type | Shares Granted | Exercise Price | Vesting Schedule | Grant-Date Fair Value |
|---|---|---|---|---|
| Stock Options | 179,900 | $29.80/share | 1/48 monthly from 3/1/2024, 4-year vest; 10-year term | $3,465,953 |
| RSUs | 51,400 | N/A | 1/16 quarterly from 3/15/2024, 4-year vest | $1,531,720 |
Option Exercises and RSU Vesting (2024 Realized)
| Metric | 2024 |
|---|---|
| Options Exercised (shares) | 100,000 |
| Value Realized on Exercise ($) | 4,257,259 |
| RSUs Vested (shares) | 33,087 |
| Value Realized on RSU Vesting ($) | 1,342,099 |
Governance features: No single-trigger CIC, no excise tax gross-ups, clawback policy adopted Nov 2023, and robust insider trading policy (anti-hedging/pledging) .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Outstanding shares owned | 188,201 | Direct holdings |
| Options exercisable within 60 days | 502,429 | Beneficial ownership includes near-term exercisables |
| Total beneficial ownership (shares) | 690,630 | Less than 1% of outstanding common stock |
| Shares pledged as collateral | Prohibited | Company policy prohibits pledging and hedging for Covered Persons |
| Stock ownership guidelines (executives) | Not disclosed | No executive guideline disclosure in proxy |
Outstanding Equity (as of Dec 31, 2024)
| Instrument | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Option | 3/4/2021 | 49,218 | 3,282 | $42.45 | 3/3/2031 |
| Option | 3/1/2022 | 93,362 | 42,438 | $18.56 | 3/1/2032 |
| Option | 3/1/2023 | 61,250 | 78,750 | $26.50 | 3/1/2033 |
| Option | 3/1/2024 | 33,731 | 146,169 | $29.80 | 3/1/2034 |
| RSUs (unvested) | 3/15/2021 | 938 | — | N/A | N/A |
| RSUs (unvested) | 3/15/2022 | 12,125 | — | N/A | N/A |
| RSUs (unvested) | 3/15/2023 | 22,500 | — | N/A | N/A |
| RSUs (unvested) | 3/15/2024 | 41,763 | — | N/A | N/A |
Employment Terms
| Provision | Outside CIC Period | During CIC Period | Notes |
|---|---|---|---|
| Severance (cash) | 0.75x (base + target bonus) | 1.0x (base + target bonus) | Double-trigger required (CIC + qualifying termination) |
| COBRA | 9 months | 12 months | Company-paid/reimbursed |
| Equity vesting | None | Full acceleration | Upon qualifying CIC termination |
| Estimated payouts at 12/31/2024 | Cash: $650,655; COBRA: $20,765; Total: $671,420 | Cash: $867,540; COBRA: $27,687; Equity acceleration: $7,850,308; Total: $8,745,535 | Based on $43.74 share price; methodology per proxy |
| Clawback | Adopted Nov 2023 | Applies to current/former officers | Recovery for accounting restatements; no misconduct requirement |
| Tax gross-ups | None | None | No excise tax gross-ups provided |
| Hedging/pledging | Prohibited | Prohibited | Insider Trading Compliance Policy |
Compensation Structure Notes
- Pay mix heavily “at-risk” with options and RSUs (70% options/30% RSUs for annual grants), 4-year vesting cadence; annual cash incentives weighted 90% corporate and 10% individual for non-CEO NEOs .
- 2024 Company goals overachieved (130% of target) driven by daraxonrasib pivotal initiation, clinical data, financing, and hiring/retention; Kelsey’s individual performance assessed at 145% .
- No perquisites; standard health/401(k) benefits with $7,000 match in 2024; no pension or nonqualified deferred compensation plans .
- 2024 Say-on-Pay support was ~99% in favor; peer group updated to reflect RVMD’s market cap and stage (oncology/small molecule focus) .
Multi-Year Compensation (Summary Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 497,500 | 720,128 | 1,583,971 | 274,500 | 7,000 | 3,083,099 |
| 2023 | 512,575 | 1,060,000 | 2,522,324 | 292,600 | 7,000 | 4,394,499 |
| 2024 | 573,333 | 1,531,720 | 3,465,953 | 371,600 | 7,000 | 5,949,607 |
Investment Implications
- Alignment: Significant unvested equity and ongoing vesting through 2028 support retention; anti-hedging/pledging policy bolsters alignment with shareholders .
- Incentive quality: Cash bonuses are tied predominantly to clinical/regulatory milestones and corporate execution, which are key value drivers for a late-stage oncology platform; 2024 overachievement indicates strong execution under Kelsey’s R&D leadership .
- Selling pressure: 2024 option exercises (100,000 shares; $4.26M value realized) and routine RSU vesting may create periodic supply, but ongoing unvested balances and multi-year vest schedules temper near-term pressure .
- Change-of-control economics: Double-trigger with full acceleration in CIC could incentivize transaction neutrality; estimated CIC total payout of $8.75M (incl. $7.85M equity acceleration) denotes meaningful event exposure .
- Governance risk: No tax gross-ups, no single-trigger CIC, clawback adopted, and strong say-on-pay support (99%) suggest low governance red flags; related-party policies and audit approvals in place for collaborations .