Arunthathy Nirmalini (Lini) Pandite
About Arunthathy Nirmalini (Lini) Pandite
Arunthathy Nirmalini (Lini) Pandite, M.B.Ch.B., is Chief Medical Officer at Shattuck Labs (STTK), serving since July 2017, with 28+ years of oncology clinical development and leadership experience across large pharma and biotech; age 66 . She holds an M.B.Ch.B. from the University of Liverpool and an MBA from Duke University; prior academic appointments at Harvard University and University of Miami underscore her clinical expertise . Company-level performance metrics (TSR, revenue/EBITDA growth) specific to her tenure are not disclosed in the proxy; 2024 corporate goals for the bonus program focused on advancing SL‑172154, preclinical assets, manufacturing improvements, and business development, with payout at 60% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adaptimmune Therapeutics plc (Nasdaq: ADAP) | Head of Global Clinical Development & SVP | 2015–2017 | Led clinical development across immuno-oncology pipeline |
| GlaxoSmithKline plc (NYSE: GSK) | VP, Medicines Development Leader; Head Unit Physician, Oncology | 2001–2015 | Directed oncology programs; late-stage development leadership |
| Sylvester Comprehensive Cancer Center/Jackson Memorial Hospital | Attending Physician | 1998–2000 | Academic clinical practice in oncology |
| Dana-Farber Cancer Institute | Attending Physician | 1993–1996 | Academic clinical practice in hematology/oncology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Codiak BioSciences, Inc. (formerly Nasdaq: CDAK) | Director | 2021–2023 | Public biotech board service |
| Harvard University; University of Miami | Academic Appointments | N/A | Academic roles in medicine/oncology |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $479,000 | $498,000 |
| Target Bonus ($) | Not disclosed (percent historically 35%) | $199,200 |
| Target Bonus % (calc) | N/A | 40% of base (199,200 / 498,000) |
| Actual Bonus Paid ($) | $191,600 | $119,520 |
| All Other Compensation ($) | $24,643 | $22,134 |
Notes: 2025 compensation terms updated to base salary $502,980 and target bonus % 40% effective Jan 1, 2025 (prospective) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Corporate Goals: SL‑172154 clinical milestones; preclinical compounds; manufacturing process improvements; BD objectives | Not disclosed | $199,200 | $119,520 | 60% of target | Paid Feb 2025 |
No specific revenue/TSR/ESG metrics or individual weighting disclosed beyond corporate goals and committee discretion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 446,821 shares; “<1%” per proxy |
| Shares Outstanding (reference) | 47,899,240 (as of record date for ownership table) |
| Ownership % (calc) | ~0.93% (446,821 / 47,899,240) |
| Direct/Common Shares | 143,788 |
| Options Exercisable within 60 Days | 303,033 |
| Shares Pledged | Not disclosed; insider policy prohibits hedging/shorts/options trading, but no specific pledging prohibition stated |
| Stock Ownership Guidelines | Not disclosed for executives |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Options – Exercisable (#) | Options – Unexercisable (#) | Exercise Price ($) | Expiration | RSUs – Unvested (#) | RSUs – Market Value ($) |
|---|---|---|---|---|---|---|
| 9/19/2018 | 63,705 | — | 2.95 | 9/19/2028 | — | — |
| 8/6/2020 | 82,200 | — | 4.67 | 8/6/2030 | — | — |
| 12/22/2020 | 27,563 | — | 53.02 | 12/22/2030 | — | — |
| 1/10/2022 | 50,658 | 18,817 | 7.43 | 1/10/2032 | 17,368 | $21,015 |
| 1/25/2023 | 33,422 | 36,328 | 3.57 | 1/25/2033 | 28,406 | $34,371 |
| 1/10/2024 | — | 92,950 | 10.09 | 1/10/2034 | 46,475 | $56,235 |
Vesting: Options generally vest 25% at 1-year anniversary, remainder monthly over the next 36 months; RSUs vest in four annual installments; all per plan terms . Company prohibits hedging/short sales/options trading; clawback policy compliant with Nasdaq Rule 5608/SEC Rule 10D‑1 for restatements .
2024 Equity Grants (grant date fair value, accounting basis)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 1/10/2024 | 46,475 | $468,933 (2024 Stock Awards total) |
| Options | 1/10/2024 | 92,950 (unexercisable at 12/31/24) | $740,774 (2024 Option Awards total) |
Employment Terms
- Status: At-will; 30 days’ notice to resign .
- Current Terms: Base salary $502,980 and target bonus 40% effective Jan 1, 2025 .
- Severance (no change-in-control): If terminated without cause or resigns for good reason, paid 1x base salary; earned but unpaid prior-year bonus; pro‑rata current-year bonus based on actual performance; accelerate unvested equity granted on or before Dec 1, 2020 (PB awards at target); and up to 12 months COBRA premiums (earlier if other coverage) – subject to release and covenants .
- Severance (change-in-control): If terminated without cause or resigns for good reason within 30 days prior to or 12 months after a change-in-control, paid 1.5x base salary AND 1.5x target bonus; full acceleration of all outstanding equity; up to 18 months COBRA premiums – subject to release and covenants .
- Definitions: Good Reason (pay reductions, failure to pay, title/duties diminution, relocation >25 miles); Cause (felony or moral turpitude crimes injurious to company, willful malfeasance/misconduct injurious, fraud, material breach of agreements/policies) .
- 280G/4999 (Excise Tax): Best‑net cutback vs full benefits, whichever yields greater after‑tax value .
- Clawback: Rule 10D‑1 restatement clawback for excess incentive‑based compensation over prior three fiscal years .
- Non‑compete/Non‑solicit: Not disclosed in proxy summary .
- Deferred Compensation/Pension: No defined benefit pension or nonqualified deferred compensation plans; 401(k) match (100% of first 3%, 50% of next 2%) and ESPP available .
Compensation Structure Analysis
| Component ($) | 2023 | 2024 | YoY Change |
|---|---|---|---|
| Salary | $479,000 | $498,000 | +$19,000 |
| Stock Awards (RSUs) | $135,214 | $468,933 | +$333,719 |
| Option Awards | $182,857 | $740,774 | +$557,917 |
| Non‑Equity Incentive (Cash Bonus) | $191,600 | $119,520 | −$72,080 |
| All Other Compensation | $24,643 | $22,134 | −$2,509 |
| Total | $1,013,314 | $1,849,361 | +$836,047 |
- Pay mix shifted materially toward equity in 2024, with increased RSU and option grant values; cash bonus reduced on 60% corporate payout vs 2023 higher payout .
- No option repricing disclosed; equity grants follow standard vesting and plan governance; awards not timed to MNPI release; grants during open windows .
Performance & Track Record
- 2024 corporate objectives included SL‑172154 clinical milestones; committee assessed achievement at 60% of target bonus across NEOs (paid Feb 2025), indicating partial attainment against plan .
- Under her tenure as CMO, company reported updated positive interim data in dose escalation/expansion for SL‑172154 (June 14, 2024) and obtained Orphan Drug Designation (June 10, 2024), highlighting clinical progress in lead programs . The company also announced broader pipeline updates including SL‑325 first‑in‑class development (Oct 1, 2024) .
- Section 16(a) compliance: One late Form 4 for Dr. Pandite in 2024 due to administrative error, covering grants of RSUs and options; company noted timely filings otherwise .
Risk Indicators & Red Flags
- Hedging and short sales prohibited for insiders; policy reduces misalignment risks; no explicit pledging prohibition disclosed .
- Change‑in‑control severance provides double‑trigger equity acceleration and enhanced cash severance, potentially lowering post‑transaction retention incentives absent new arrangements .
- Late Section 16 filing noted (administrative error); monitor insider trading cadence but no pattern of non‑compliance indicated .
- No tax gross‑ups; 280G best‑net cutback provision aligns with shareholder‑friendly practice .
Equity Ownership & Alignment – Detail Breakdown
| Category | Amount |
|---|---|
| Beneficial Ownership (Total) | 446,821 |
| Common Shares Owned | 143,788 |
| Options Exercisable ≤60 Days | 303,033 |
| Options Unexercisable (12/31/24) | 18,817 (1/10/2022) ; 36,328 (1/25/2023) ; 92,950 (1/10/2024) |
| RSUs Unvested (12/31/24) | 17,368 ($21,015) ; 28,406 ($34,371) ; 46,475 ($56,235) |
| Ownership % (calc) | ~0.93% of 47,899,240 shares |
| Pledging | Not disclosed |
Employment Contracts, Severance & Change‑of‑Control Economics
| Provision | No CIC Termination | CIC Termination Window |
|---|---|---|
| Cash Severance | 1x base salary | 1.5x base + 1.5x target bonus |
| Bonus Treatment | Earned but unpaid prior year + pro‑rata current year (actual performance) | Included in 1.5x target bonus multiple |
| Equity Vesting | Accelerates for grants on/earlier than Dec 1, 2020 (PB at target) | Full acceleration of all outstanding equity |
| COBRA | Up to 12 months | Up to 18 months |
| Triggers | Termination without cause or resignation for good reason | Within 30 days prior to or 12 months post CIC, with termination for good reason/without cause |
| Clawback | Rule 10D‑1 restatement clawback | Rule 10D‑1 restatement clawback |
| 280G | Best‑net cutback/full benefits (greater after‑tax value) | Same |
Investment Implications
- Pay‑for‑performance: 2024 bonus paid at 60% of target signals partial achievement vs ambitious clinical/manufacturing/BD objectives; compensation shifted toward equity, increasing alignment and retention incentives, with multi‑year vesting across RSUs and options .
- Retention vs change‑in‑control: Double‑trigger equity acceleration and enhanced severance post‑CIC may reduce post‑deal lock‑in; absent pledging and with hedging prohibitions, alignment remains favorable; monitor potential selling pressure from RSU settlements and option vestings over 2025–2027 .
- Ownership: Beneficial stake (~0.93%) comprised largely of options exercisable within 60 days; incremental unvested options/RSUs create rolling vest events that can influence insider trading patterns (note one late Form 4 in 2024 due to admin error) .
- Governance/controls: Clawback compliance, absence of tax gross‑ups, and standard vesting structures reduce governance risk; lack of disclosed non‑compete/non‑solicit terms may modestly elevate transition risk but is typical in EGC biotech agreements .