Dipal Doshi
About Dipal Doshi
- Chief Executive Officer and Director of Entrada Therapeutics (TRDA) since August 2017; age 49 as of April 14, 2025; previously served as President from August 2017 to January 2024 .
- Background: Former Chief Business Officer at Amicus Therapeutics (2014–2017); prior roles in healthcare private equity, Catalent, and Merrill Lynch investment banking; MBA (Wharton) and BA (Rutgers) .
- 2024 annual bonus paid at 100% of corporate goal achievement (target 55% of base salary), indicating full attainment of company-set objectives for the year .
- Corporate governance: CEO and director (not independent); Board Chair is separate (Kush M. Parmar), with a majority-independent board, mitigating CEO/Chair concentration risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amicus Therapeutics | Chief Business Officer | Jul 2014 – Aug 2017 | Led business/corporate development, global strategy, new product and commercial planning |
| NY-based healthcare PE fund | Senior Vice President | 2008 – 2013 | Investment/operating leadership in healthcare portfolio |
| Catalent Pharma Solutions | Corporate development and operating roles | 2005 – 2008 | Corporate development/ops roles at leading CDMO |
| Merrill Lynch | Investment Banking Group | Not specified | Investment banking experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Azenta, Inc. (public) | Director | Since Jan 2025 | Global life sciences solutions provider |
| āshibio, Inc. (private) | Director | Since Sep 2024 | Clinical-stage biotechnology company |
| Aspen Institute | Fellow | Not specified | Leadership network affiliation |
| Life Science Cares Boston | Board of Advisors | Not specified | Non-profit advisory role |
Board Governance and Director Role
- Board service: Director since 2017; Class I nominee for re-election in 2025 .
- Independence: Not independent due to executive role; majority of board is independent. Dr. Peter Kim also not independent due to compensation as strategic advisor in past three years .
- Leadership structure: Chair and CEO roles are separate; Board cites this as preferred governance structure .
- Committees: Doshi is not listed on any committees. Committee compositions:
- Audit (Chair: Mary Thistle; Members: Thistle, Parmar, Chapman) .
- Compensation (Chair: Kush Parmar; Members: Parmar, Thistle, Zeiher) .
- Nominating & Governance (Chair: Kush Parmar; Members: Parmar, Chapman) .
- Attendance: In 2024, each incumbent director attended ≥75% of board and committee meetings during their service periods .
- Director pay: Employee-director (Doshi) receives no additional board compensation .
- Hedging/pledging/trading plans: Hedging and derivative transactions are prohibited; policy discusses risks of margin/pledging; Rule 10b5-1 plans are permitted under policy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 610,000 | 55% of base | 335,510 | 13,800 (401k match) | Corporate goals achieved at 100% |
| 2023 | 585,000 | Not disclosed | 370,013 | 13,200 | — |
- Compensation consultant: Pay Governance advised the Compensation Committee; company states no conflict of interest; market peer group used for benchmarking (composition not disclosed) .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (e.g., R&D, clinical/regulatory, financial/operational per plan design) | Not disclosed | 55% of base salary | 100% achievement | 335,510 | Paid after FY-end |
Bonus plan allows metrics such as R&D/clinical milestones, EBITDA, revenue, cash flow, TSR, market share, etc.; committee may adjust at discretion .
Outstanding Stock Options (CEO)
| Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/31/2018 | 399,989 | — | 1.74 | 5/14/2029 |
| 8/12/2020 | 140,362 | — | 2.10 | 12/16/2030 |
| 3/30/2021 | 312,750 | — | 8.47 | 5/19/2031 |
| 8/2/2021 | 82,920 | — | 12.52 | 8/2/2031 |
| 10/28/2021 | 146,317 | 38,504 | 20.00 | 10/27/2031 |
| 3/1/2022 | 124,781 | 56,719 | 11.57 | 3/1/2032 |
| 7/1/2022 | 54,828 | 35,922 | 12.00 | 7/1/2032 |
| 3/1/2023 | 32,922 | 42,328 | 12.25 | 3/1/2033 |
| 9/1/2023 | 23,516 | 51,734 | 15.41 | 9/1/2033 |
| 3/1/2024 | — | 158,500 | 13.73 | 3/1/2034 |
- Standard vesting: 25% after one year, then monthly over 36 months (unless noted); certain grants vest in 48 equal monthly installments .
- Pre-IPO grants had early exercise feature (unvested treated as restricted stock; company right to repurchase on termination) .
Outstanding RSUs and PSUs (CEO)
| Vesting Start | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | PSU Market/Payout Value ($) | Notes |
|---|---|---|---|---|---|
| 3/1/2022 | 15,125 | 261,511 | — | — | RSUs vest annually over 4 years |
| 9/1/2022 | 7,562 | 130,747 | — | — | RSUs vest annually over 4 years |
| 3/1/2023 | 37,237 | 643,828 | — | — | RSUs vest annually over 4 years |
| 9/1/2023 | 37,237 | 643,828 | — | — | RSUs vest annually over 4 years |
| 3/1/2024 | 104,700 | 1,810,263 | — | — | RSUs vest annually over 4 years |
| 9/11/2024 | — | — | 100,000 | 1,729,000 | PSUs vest on clinical milestones + continued service |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Common shares owned | 152,476 |
| Options exercisable within 60 days | 1,440,012 |
| Total beneficial ownership | 1,592,488 |
| % of shares outstanding (as of 4/14/2025; 37,953,417 shares) | 4.04% |
Unvested/Unearned overhang indicative of future supply and alignment:
- Unexercisable options outstanding: 383,707 shares (sum of unexercisable tranches in the option table) .
- Unvested RSUs outstanding: 201,861 shares (sum in RSU table) .
- Unearned PSUs outstanding: 100,000 shares (clinical milestone-based) .
- Policy: Hedging prohibited; policy highlights risks of margin accounts/pledging; Rule 10b5-1 trading plans permitted, which can structure future sales .
Top holders: Concentrated shareholder base includes Baker Bros. (19.92%), MPM (11.54%), 5AM (11.62%), T. Rowe (7.65%), Roche Finance (6.77%), Janus (5.48%), BlackRock (5.20%) .
Employment Terms
| Scenario | Severance Cash | Equity Acceleration | COBRA Subsidy | Bonus Treatment | Sale Event Period |
|---|---|---|---|---|---|
| Termination without cause / good reason (outside Sale Event Period) | 12 months base salary (continuation; less any Restrictive Covenant Setoff) | None specified | Company-paid portion for 12 months if elected | Prior-year unpaid bonus (actual); pro rata current year bonus (actual) when paid to peers | N/A |
| Termination without cause / good reason (during Sale Event Period) | Lump sum 150% base salary + 150% target bonus (less any Restrictive Covenant Setoff) | 100% acceleration of all unvested equity; performance deemed achieved at higher of actual or target | Company-paid portion for 18 months if elected | Prior-year unpaid bonus (actual); pro rata current year bonus (target) | From 90 days before to 18 months after a Sale Event |
- Agreement: Amended & Restated Employment Agreement effective with IPO closing (Nov 2, 2021); includes proprietary/confidentiality, non-compete, and non-solicit provisions (details not quantified) .
Additional Governance, Policies, and Director Compensation Context
- Emerging Growth Company status: EGC; not required to conduct Say-on-Pay votes currently. No longer a “smaller reporting company” as of Dec 31, 2024, though scaled SRC disclosure applied in the 2025 proxy .
- Clawback: SEC/Nasdaq-compliant compensation recovery policy with 3-year lookback for restatement-based recoupment from current/former executive officers .
- Non-employee director compensation (context): Standard retainers (Board $40k; Chair +$30k; committee retainers as disclosed), equity options on appointment/annually; not applicable to Doshi as an employee-director .
Investment Implications
- Alignment and retention: Significant unvested equity (options/RSUs/PSUs) and PSU linkage to clinical milestones align incentives with program execution; double-trigger CoC protection and full equity acceleration in a sale event reduce retention risk in M&A scenarios but can create meaningful dilution upon change-of-control .
- Selling pressure signals: Annual RSU vesting (e.g., 104.7k RSUs granted 3/1/2024 vest over four years) and 100k PSUs that vest on clinical milestones could introduce episodic supply; Rule 10b5-1 allowance means sales may occur on a scheduled basis; hedging prohibited, with policy highlighting margin/pledge risks (no pledging by Doshi disclosed) .
- Pay-for-performance: 2024 bonus paid at 100% of target reflects full corporate goal achievement; equity mix includes options, RSUs, and PSUs with continued use of performance-based awards (clinical milestones), indicating emphasis on execution outcomes .
- Governance quality: Separation of Chair/CEO, majority-independent board, active committees, and clawback policy are positives; one director (Dr. Kim) non-independent due to advisory compensation, appropriately disclosed; Doshi receives no board pay as an employee-director .
- Shareholder base: High-conviction specialist ownership (e.g., Baker Bros. 19.92%) can support long-term strategy but may amplify trading volatility around program catalysts .