Robert Lutz
SavaraAbout Robert Lutz
Robert Lutz is Chief Operating Officer of Savara (SVRA), serving since February 2023. He was 55 years old as of April 1, 2024, and holds a B.A. in Economics and Computer Science (Amherst College) and an M.B.A. from Kellogg School of Management . Prior roles include CFO and CBO positions at Strongbridge Biopharma, CFO/Business Officer at iBio, and leadership roles at Shire; earlier career stops include Cinergy, Alan B. Slifka & Co., and Goldman Sachs . Company pay-versus-performance disclosures show cumulative TSR for a $100 initial investment of $65 in 2024, $303 in 2023, and $125 in 2022, and note that compensation is oriented to clinical, regulatory, and commercialization milestones rather than net income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iBio, Inc. | Chief Financial & Business Officer | Mar 2021–Feb 2023 | Finance and business leadership for AI-driven antibody therapeutics |
| Strongbridge Biopharma plc | Chief Financial Officer | Aug 2019–Mar 2021 | Financial leadership in rare disease therapeutics |
| Strongbridge Biopharma plc | Chief Business Officer | Oct 2014–Aug 2019 | Built rare disease portfolio/business operations |
| Shire plc | Vice President; key leadership roles in Specialty Pharma division | Dec 2004–May 2014 | Commercial and development leadership at specialty biopharma |
| Cinergy Corp. | Vice President of Finance | Prior to 2004 | Corporate finance leadership at utility company |
| Alan B. Slifka & Co. | Senior Analyst | Prior to 2004 | Buy-side analysis; hedge fund experience |
| Goldman Sachs | Financial Analyst (Principal Investment Area) | Career start | Investment analysis training and execution |
External Roles
No public company directorships or committee roles for Mr. Lutz are disclosed in the latest proxies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 387,341 | 454,480 |
| Target Bonus (% of base) | 40% | 40% |
| Discretionary/Other Bonus ($) | 143,405 | 18,179 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual cash incentive – companywide goals (Lutz) | 75% of bonus | Achieve 2024 corporate goals (e.g., IMPALA‑2 topline by June/July; supply chain redundancy; BLA prep; operate within 5% of budget) | 110% of companywide portion (Committee awarded above target for superior performance) | Paid as year-end bonus; Lutz total award approved at $199,971 in Dec 2024 |
| Annual cash incentive – individual goals (Lutz) | 25% of bonus | Objectives in BD, hiring, product supply, regulatory and QA | 110% of individual portion (exceptional efforts) | Included in year-end bonus payout |
| Non-Equity Incentive Plan Compensation ($) | — | — | $174,800 (2023); $181,792 (2024) | Paid under annual cash incentive program |
| Equity – Options (Grant 12/12/2024) | — | 300,000 options @ $3.35 exercise price | Grant-date FV $864,337 | Vests in 16 equal quarterly installments from 12/12/2024 |
| Equity – RSUs (Grant 12/12/2024) | — | 100,000 RSUs | Grant-date FV $335,000 | Vests in full on 12/12/2026 |
2023 equity program highlights for Lutz: initial COO hire awards in Feb 2023 of 350,000 options (quarterly vest over 4 years) and 140,000 RSUs (two-year cliff vest), plus Dec 2023 annual awards of 40,000 options and 160,000 RSUs (options vest quarterly; RSUs vest 12/14/2025) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of 4/8/2024) | 111,875 shares; less than 1% of outstanding |
| Beneficial Ownership (as of 4/7/2025) | 329,862 shares; less than 1% of outstanding |
| Within-60-day exercisable/vestable (as of 4/7/2025) | Includes 228,125 shares issuable upon option exercise or RSU vesting within 60 days |
| Anti-hedging and pledging | Company policy prohibits hedging and prohibits hypothecation or pledging of Savara securities; no margin purchases allowed |
| Clawback policy | Compensation Committee will recoup excess incentive-based compensation after restatements, covering three preceding fiscal years |
Outstanding equity awards (as of 12/31/2024):
- Options:
- 2/24/2033 expiration: 153,125 exercisable; 196,875 unexercisable; $2.53 exercise price; vests quarterly from 2/13/2023 .
- 12/14/2033 expiration: 10,000 exercisable; 30,000 unexercisable; $4.45 exercise price; vests quarterly from 12/14/2023 .
- 12/12/2034 expiration: 300,000 unexercisable; $3.35 exercise price; vests quarterly from 12/12/2024 .
- RSUs:
- 140,000 RSUs vest on 2/13/2025 .
- 160,000 RSUs vest on 12/14/2025 .
- 100,000 RSUs vest on 12/12/2026 .
Option exercises and RSU vesting in 2024:
- Lutz: no option exercises and no RSU vesting recorded in 2024 (reduced immediate selling pressure) .
Employment Terms
| Provision | Outside CIC Period | Change-in-Control (Double Trigger) |
|---|---|---|
| Cash severance | 12 months base salary + prorated target bonus days served | 18 months base salary + 100% target bonus + prorated target bonus days served |
| Healthcare | COBRA reimbursements up to 12 months | Taxable lump-sum equal to 18 months COBRA costs |
| Equity | Accelerated vesting of the number of stock options that would have vested over the 12 months following termination | Accelerated vesting of 100% of equity awards (no single trigger) |
| Actual estimated payments (12/31/2024 scenario) | Cash severance $654,451; COBRA $36,000; accelerated equity $538,450; accrued vacation $27,094; total $1,255,995 | Cash severance $881,691; COBRA $54,000; accelerated equity $904,513; accrued vacation $27,094; total $1,867,298 |
Notes:
- Company does not provide single-trigger change-in-control benefits; acceleration requires qualifying termination during CIC window .
- Executive must sign and not revoke a separation agreement/release to receive benefits .
Compensation Structure Analysis
- Mix shift: Lutz’s RSU grant values fell from $1,066,200 in 2023 to $335,000 in 2024, while option grant values were roughly stable ($874,534 in 2023 vs. $864,337 in 2024), indicating an increased emphasis on options (higher performance sensitivity) in 2024 .
- Cash trends: Base salary increased from $387,341 (2023) to $454,480 (2024), while non‑equity incentives rose modestly ($174,800 to $181,792); discretionary bonus was much lower in 2024 ($18,179 vs. $143,405) .
- Goal rigor and payout: Committee awarded 110% on companywide and individual portions for 2024 based on “superior performance,” suggesting above-target outcomes on clinical, regulatory, and operational milestones; in 2023, companywide portion paid at 120%, individual at 105% for Lutz .
- Governance guardrails: No repricing under 2024 Omnibus Plan; anti‑hedging/anti‑pledging policy; clawback policy aligned with Nasdaq/SEC rules—these reduce red‑flag risk for investors .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approvals: 95% (2024) and 91% (2023), indicating broad investor support for the program .
Equity Ownership & Alignment (Detailed Tables)
Beneficial Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 111,875 | 329,862 |
| % of Outstanding | <1% | <1% |
| Includes within 60 days (options/RSUs) | — | 228,125 |
Outstanding Equity Awards (as of 12/31/2024)
| Award Type | Quantity | Exercise Price | Expiration | Vesting Terms | Status |
|---|---|---|---|---|---|
| Stock Options | 153,125 exercisable; 196,875 unexercisable | $2.53 | 2/24/2033 | 16 equal quarterly installments starting 2/13/2023 | Outstanding |
| Stock Options | 10,000 exercisable; 30,000 unexercisable | $4.45 | 12/14/2033 | 16 equal quarterly installments starting 12/14/2023 | Outstanding |
| Stock Options | 300,000 unexercisable | $3.35 | 12/12/2034 | 16 equal quarterly installments starting 12/12/2024 | Outstanding |
| RSUs | 140,000 | — | — | Vests 2/13/2025 | Unvested |
| RSUs | 160,000 | — | — | Vests 12/14/2025 | Unvested |
| RSUs | 100,000 | — | — | Vests 12/12/2026 | Unvested |
Employment Terms (Detailed Severance Calculations)
| Scenario (as of 12/31/2024) | Cash Severance ($) | COBRA ($) | Accelerated Equity ($) | Accrued Vacation ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination (outside CIC period) | 654,451 | 36,000 | 538,450 | 27,094 | 1,255,995 |
| Qualifying termination (during CIC period; double trigger) | 881,691 | 54,000 | 904,513 | 27,094 | 1,867,298 |
Performance Compensation (Goals and Payout Mechanics – 2024)
| Metric | Weighting | Target Definition | Payout Multiplier |
|---|---|---|---|
| Report IMPALA-2 Top Line Data | 35% | Report by end of June (100%) or July (95%) | Included in 110% companywide payout |
| Optimize Molgramostim Program (clinical/medical affairs) | 10% | EAP, pediatric trial, data review/publication goals | Included in 110% companywide payout |
| Optimize Molgramostim Program (global technical operations) | 20% | Establish redundant supply chain | Included in 110% companywide payout |
| Commercial preparations | 10% | Validate global opportunity; prepare key markets | Included in 110% companywide payout |
| Regulatory & quality (BLA prep; inspection readiness) | 15% | BLA preparation; inspection readiness | Included in 110% companywide payout |
| Advance strategic planning | 5% | Corporate valuation model; partnership options | Included in 110% companywide payout |
| Maintain disciplined operational management | 5% | Operate within 5% of budget | Included in 110% companywide payout |
| Individual objectives (Lutz) | 25% of bonus | BD, hiring, product supply, regulatory & QA | 110% of individual portion |
Additional context (2023): Companywide portion paid at 120%; Lutz’s individual portion at 105% .
Compensation & Grants (Multi‑Year)
| Component | 2023 | 2024 |
|---|---|---|
| Non‑Equity Incentive Plan Compensation ($) | 174,800 | 181,792 |
| Equity – Option Awards (Grant-date FV, $) | 874,534 | 864,337 |
| Equity – RSU Awards (Grant-date FV, $) | 1,066,200 | 335,000 |
| Board‑approved year-end Bonus Award ($) | 203,205 | 199,971 |
Risk Indicators & Red Flags
- No related-party transactions requiring SEC disclosure since January 1, 2023 (reduces governance risk) .
- 2024 Omnibus Plan prohibits option repricing; no discounted options; dividends not paid on unvested awards; clawback provisions embedded (shareholder-friendly) .
- Anti‑hedging and anti‑pledging policy mitigates misalignment and leverage risk .
- Say‑on‑pay support strong (95% in 2024; 91% in 2023), reducing compensation controversy risk .
Expertise & Qualifications
- Technical and operating expertise across clinical-stage and commercial biopharma; prior finance and business leadership roles; MBA and quantitative undergraduate training .
Employment Terms (Formulas)
- Outside CIC: 12 months salary + prorated target bonus + up to 12 months COBRA reimbursements + accelerated vesting equal to 12 months of option vesting; separation agreement required .
- CIC (double trigger during CIC window): 18 months salary + 100% target bonus + prorated target bonus + 18 months COBRA equivalent lump sum + 100% equity acceleration; no single trigger benefits .
Investment Implications
- Alignment: Anti‑hedging/pledging, clawback, no repricing, and heavy option weighting in 2024 signal alignment with long‑term value creation and sensitivity to share performance .
- Near‑term selling pressure: Lutz had no option exercises or RSU vesting in 2024; upcoming RSU cliffs (140k on 2/13/2025; 160k on 12/14/2025; 100k on 12/12/2026) could create periodic liquidity needs but are standard retention levers .
- Retention economics: Double‑trigger CIC protection (18 months salary + 100% target bonus + full equity acceleration) is competitive but not excessive; severance outside CIC is moderate (12 months + prorated bonus + partial option acceleration), reducing unwanted turnover risk .
- Pay-for-performance: Above-target annual bonus multipliers (110% in 2024; 120% companywide in 2023) tied to clinical/regulatory milestones suggest execution momentum in core programs; however, TSR volatility (2023 up materially; 2024 down) underscores market sensitivity to trial and regulatory outcomes .