Natarajan Sethuraman
About Natarajan Sethuraman
Natarajan Sethuraman, Ph.D., is President of Research and Development at Entrada Therapeutics (TRDA). He became President of R&D in September 2024 after serving as Chief Scientific Officer from September 2017 to September 2024 and consulting for the company from October 2016 to August 2017. He is 63 years old and previously led Merck’s GlycoFi site, playing an integral role in Merck Biologics Discovery leadership; he holds a B.S. in Agriculture (Tamil Nadu Agricultural University), an M.Sc. in Entomology & Biochemistry, a Ph.D. in Entomology/Molecular Biology/Biochemistry (Indian Agricultural Research Institute), and completed post-doctoral training at Duke University focused on DNA replication termination in E. coli . There are no material legal proceedings involving him adverse to Entrada .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entrada Therapeutics | Consultant | Oct 2016–Aug 2017 | Early scientific advisory prior to joining as CSO |
| Entrada Therapeutics | Chief Scientific Officer | Sep 2017–Sep 2024 | Built platform and R&D execution ahead of elevation to President of R&D |
| Entrada Therapeutics | President of Research & Development | Sep 2024–Present | Leads all R&D; accountable for clinical milestones tied to PSUs |
| Merck (GlycoFi) | Senior Director & Site Head (GlycoFi) | Aug 2006–Jul 2012 | Led development of glyco-engineered platform for differentiated biologics |
| Merck (GlycoFi) | Executive Director & Site Head (GlycoFi) | Aug 2012–Jul 2016 | Integral member of Biologics Discovery leadership setting strategy/priorities |
External Roles
No public company directorships or external board roles disclosed for Sethuraman in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $456,501 | $493,232 |
| Target Bonus (%) | — | 45% of base salary |
| Actual Bonus Paid ($) | $224,598 | $221,980 |
| All Other Compensation ($) | $13,200 | $11,980 |
Notes: 2024 corporate performance achievement factor was 100%, resulting in full payout of annual bonus under the Senior Executive Cash Incentive Bonus Plan .
Performance Compensation
Annual Bonus Plan Structure
| Component | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate Bonus | Company performance goals (financial/operational R&D/clinical/regulatory) | Committee-set targets | Achievement factor 100% | $221,980 (2024) | Plan metrics may include clinical milestones, revenue, cash flow, TSR, margins, etc.; committee discretion allowed |
RSU Awards (Outstanding as of 12/31/2024)
| Grant/Vesting Start | Shares Not Vested (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|
| 3/1/2022 | 5,794 | $100,178 | Equal annual installments over 4 years, service-based |
| 9/1/2022 | 2,897 | $50,089 | Equal annual installments over 4 years, service-based |
| 3/1/2023 | 10,650 | $184,139 | Equal annual installments over 4 years, service-based |
| 9/1/2023 | 10,650 | $184,139 | Equal annual installments over 4 years, service-based |
| 3/1/2024 | 44,100 | $762,489 | Equal annual installments over 4 years, service-based |
PSU Awards (Performance-Based)
| Grant | Metric | Unearned Units (#) | Payout Value ($) | Vesting Trigger |
|---|---|---|---|---|
| 9/11/2024 | Clinical milestone achievement | 80,000 | $1,383,200 | Vests upon specified clinical milestones and continued employment |
Option Awards (Outstanding as of 12/31/2024)
| Vesting Start | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 3/4/2019 | 68,312 | — | 1.74 | 3/5/2029 |
| 8/12/2020 | 10,284 | — | 2.10 | 12/16/2030 |
| 3/30/2021 | 96,377 | — | 8.47 | 5/19/2031 |
| 8/2/2021 | 4,146 | — | 12.52 | 8/2/2031 |
| 10/28/2021 | 192,881 | 50,758 | 20.00 | 10/27/2031 |
| 3/1/2022 | 47,798 | 21,727 | 11.57 | 3/1/2032 |
| 7/1/2022 | 21,003 | 13,760 | 12.00 | 7/1/2032 |
| 3/1/2023 | 9,406 | 12,094 | 12.25 | 3/1/2033 |
| 9/1/2023 | 6,719 | 14,781 | 15.41 | 9/1/2033 |
| 3/1/2024 | — | 66,800 | 13.73 | 3/1/2034 |
Vesting mechanics: Unless noted, options vest 25% after 1 year from vesting start, then monthly over 36 months (fully vested by year 4). Options granted prior to IPO have an early exercise feature with company repurchase rights on unvested shares upon termination .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Total beneficial ownership | 603,831 shares (1.57% of outstanding) |
| Composition | 82,240 common shares + 521,591 options exercisable within 60 days (172 early-exercisable) |
| RSUs outstanding (not vested) | 74,091 shares total across 2012–2024 grants (see RSU table) |
| PSUs outstanding (not vested) | 80,000 shares contingent on clinical milestones |
| Pledging/Hedging | Prohibited for executives; derivative trading and short sales banned |
| 10b5-1 plans | Permitted under policy; may facilitate pre-scheduled trades |
| Clawback policy | Restatement-triggered recovery of incentive comp for 3-year look-back |
Policy on trading, pledging and hedging explicitly prohibits pledging and hedging of company stock, reducing alignment risks associated with collateral sales or derivatives .
Employment Terms
| Provision | Outside Sale Event Period | During Sale Event Period |
|---|---|---|
| Definition of Sale Event Period | — | From 90 days before through 12 months after a Sale Event |
| Cash Severance | 9 months base salary continuation | Lump sum 100% of base + 100% of target bonus |
| Bonus (prior year) | Any unpaid prior-year bonus (actual) | Any unpaid prior-year bonus (actual) |
| Bonus (year of termination) | Pro-rata bonus (actual performance) | Pro-rata bonus (target performance) |
| Equity Vesting | Standard terms (no acceleration) | 100% acceleration of all outstanding unvested equity; performance deemed at higher of actual or target |
| COBRA Benefits | Company-paid premiums for 9 months | Company-paid premiums for 12 months |
| Restrictive Covenants | Proprietary/confidentiality, non-compete, non-solicit |
Compensation Committee and Benchmarking
- The compensation committee (independent directors) met six times in 2024; responsibilities include CEO and executive compensation oversight and equity grants administration .
- Pay Governance was retained in 2024 to advise on peer benchmarking; the board determined no conflicts of interest; peers used to calibrate executive and director pay levels .
Governance and Risk Indicators
- Emerging growth company status: not required to conduct say-on-pay votes; scaled disclosure used in proxy .
- Insider trading controls: formal insider trading policy and Rule 10b5-1 framework in place .
- Clawback compliance: SEC/Nasdaq-aligned policy for incentive recovery upon restatement .
- No material legal proceedings involving executive officers adverse to the company .
Investment Implications
- Pay-for-performance: 2024 bonus paid at 100% achievement factor aligns cash incentives to corporate goals; sizable PSUs (80,000 units) contingent on clinical milestones tightly link equity payout to R&D execution .
- Retention risk: Multi-year RSU vesting (2012–2024 grants) and substantial unvested options through 2034 create strong retention hooks; however, acceleration on change-of-control (single-trigger acceleration with performance deemed at higher of actual/target) increases deal-related payout sensitivity .
- Selling pressure: Proactive 10b5-1 plans are permitted, and recurring annual RSU vesting may introduce periodic supply; prohibition on pledging and hedging mitigates forced-selling and misalignment risks .
- Alignment: 1.57% beneficial ownership with a large options component and outstanding time-based RSUs indicates meaningful personal exposure to stock performance; PSU structure adds milestone-linked leverage to outcomes .
- Downside protections: Standard severance (9 months base, pro-rata bonus) outside sale events is moderate; inside sale event economics (1x base + 1x target bonus, full equity acceleration) are shareholder-sensitive and could influence strategic optionality .