Nathan Dowden
About Nathan Dowden
Nathan J. Dowden is President and Chief Operating Officer at Entrada Therapeutics, age 55 as of April 14, 2025, serving as COO since November 2019 and President since January 2024 . He holds a B.S. in Finance from the University of Connecticut and an MBA from the University of Chicago Booth School of Business . Prior roles include SVP of Corporate Development at Rubius Therapeutics (2016–2019), Managing Director at Huron Consulting Group (2014–2016), and Managing Director at The Frankel Group LLC for 16 years; he also previously worked at EY and CIGNA Healthcare . Corporate performance goals for 2024 were achieved at 100%, supporting bonus payouts under the Senior Executive Cash Incentive Bonus Plan ; TSR, revenue growth, and EBITDA growth for his tenure are not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rubius Therapeutics, Inc. | SVP, Corporate Development | Apr 2016–Oct 2019 | Helped develop/integrate technology, capital formation and communications strategy during transition from Series A to IPO and discovery to clinical stage . |
| Huron Consulting Group Inc. | Managing Director | Jan 2014–Apr 2016 | Led advisory for life sciences clients after acquisition of The Frankel Group . |
| The Frankel Group LLC | Managing Director | ~16 years (prior to Huron acquisition) | Strategy advisory across biotech, biopharma, diagnostics, and medical devices . |
| EY; CIGNA Healthcare | Various (earlier career) | Not disclosed | Early career roles building finance/consulting foundation . |
External Roles
No current public company directorships or external board roles are disclosed for Mr. Dowden .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $456,501 | $480,000 |
| All Other Compensation ($) | $13,200 (401(k) match) | $13,800 (401(k) match) |
| Total Cash ($) | $469,701 | $493,800 |
Performance Compensation
| Metric / Award | Target | Actual/Payout | Mechanics | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | 45% of base salary | $224,598 (2023); $216,010 (2024) | Senior Executive Cash Incentive Bonus Plan; corporate/individual goals, corporate achieved 100% in 2024 | Cash (no vesting) |
| Stock Awards (RSUs/PSUs) – Grant-date Fair Value | N/A | $392,772 (2023); $1,278,263 (2024) | ASC 718 grant-date fair value; PSUs valued at probable achievement; 2024 PSUs max value for Dowden would be $445,800 | RSUs generally 4-year equal annual; select RSUs 50% on 3/1/2026 and 50% on 3/1/2027; PSUs tied to clinical milestones |
| Stock Options – Grant-date Fair Value | N/A | $398,384 (2023); $472,615 (2024) | ASC 718 fair value; time-based vesting | 25% at 1-year; remainder monthly over 36 months |
Bonus plan metrics and weightings were not itemized; committee may select from financial, clinical/regulatory, and operational goals (including EBITDA, revenue, cash flow, returns, market share), measured per period; discretion permitted for adjustments .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 411,800 shares; 1.07% of outstanding (based on 37,953,417 shares) |
| Footnote Detail | Consists of 11,798 shares plus 400,002 options exercisable within 60 days (172 subject to early exercise feature) |
| Hedging/Pledging | Insider trading policy prohibits short sales and derivative/hedging transactions; policy highlights pledging/margin risks; Rule 10b5-1 plans permitted under specified conditions |
| Stock Ownership Guidelines | Not disclosed . |
Outstanding stock options (Nathan Dowden):
| Vest Start | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 12/10/2019 | 64,831 | — | 1.74 | 12/10/2029 |
| 08/12/2020 | 46,117 | — | 2.10 | 12/16/2030 |
| 03/30/2021 | 82,973 | — | 8.47 | 05/19/2031 |
| 08/02/2021 | 4,146 | — | 12.52 | 08/02/2031 |
| 10/28/2021 | 75,326 | 19,822 | 20.00 | 10/27/2031 |
| 03/01/2022 | 46,458 | 21,117 | 11.57 | 03/01/2032 |
| 07/01/2022 | 20,414 | 13,374 | 12.00 | 07/01/2032 |
| 03/01/2023 | 9,406 | 12,094 | 12.25 | 03/01/2033 |
| 09/01/2023 | 6,719 | 14,781 | 15.41 | 09/01/2033 |
| 03/01/2024 | — | 50,100 | 13.73 | 03/01/2034 |
Unvested RSUs and PSUs (Nathan Dowden):
| Vest Commencement | Unvested Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| 03/01/2022 | 5,631 | $97,360 | RSUs; equal annual over 4 years |
| 09/01/2022 | 2,816 | $48,689 | RSUs |
| 03/01/2023 | 10,650 | $184,139 | RSUs |
| 09/01/2023 | 10,650 | $184,139 | RSUs |
| 03/01/2024 | 33,100 | $572,299 | RSUs |
| 03/01/2024 (special) | 60,000 | $1,037,400 | 50% vests 03/01/2026; 50% vests 03/01/2027 |
| 09/11/2024 (PSUs) | 30,000 | $518,700 | Vests on clinical milestone achievement |
Employment Terms
| Aspect | Key Terms |
|---|---|
| Employment Agreement | Amended and Restated Employment Agreement dated Oct 20, 2021, effective upon IPO closing (Nov 2, 2021) . |
| Base/Bonus Eligibility | Provides annual base salary and annual bonus opportunity; benefits eligibility . |
| Severance (non-COC) | If terminated without cause or for good reason outside “Sale Event Period”: 9 months base salary continuation; unpaid prior-year bonus (actual); pro-rata current-year bonus (actual); 9 months COBRA premium payments . |
| Change-of-Control (COC) – Double Trigger | If terminated without cause or for good reason during Sale Event Period: 100% acceleration of unvested equity (performance awards deemed achieved at higher of actual or target); lump sum 100% base salary + 100% target bonus; unpaid prior-year bonus (actual); pro-rata current-year bonus (target); 12 months COBRA premium payments . |
| Restrictive Covenants | Proprietary/confidentiality, non-compete, and non-solicitation provisions (scope/duration not disclosed) . |
| Clawback | Company-wide compensation recovery policy aligned with SEC/Nasdaq: recoup incentive comp based on financial measures for 3 years preceding a required restatement . |
| Insider Trading | Policy prohibits hedging/derivative transactions; highlights pledging/margin risks; Rule 10b5-1 plans permitted when not in possession of MNPI . |
Multi‑Year Compensation Summary (Dowden)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $456,501 | $480,000 |
| Stock Awards ($) | $392,772 | $1,278,263 |
| Option Awards ($) | $398,384 | $472,615 |
| Non‑Equity Incentive Plan ($) | $224,598 | $216,010 |
| All Other Compensation ($) | $13,200 | $13,800 |
| Total ($) | $1,485,455 | $2,460,688 |
Additional Governance and Compensation Context
- Compensation Committee: Independent members Kush M. Parmar, M.D., Ph.D. (Chair), Mary Thistle, and Bernhardt Zeiher, M.D.; met six times in FY2024 .
- Consultant and Peer Group: Pay Governance served as external compensation consultant in 2024; assisted with peer group development; no conflicts disclosed (peer group composition not enumerated) .
- Say‑on‑Pay: As an emerging growth company, Entrada is not required to conduct advisory say‑on‑pay votes currently .
Investment Implications
- Alignment: Material equity exposure with 1.07% beneficial ownership and significant unvested RSUs/options; hedging banned; pledging discouraged by policy—aligns incentives with shareholders .
- Retention risk: Long-dated option vesting (through 2034) and RSU cliffs in 2026/2027 create strong retention hooks; however, 100% COC acceleration and 1× base + 1× target bonus cash severance in Sale Event Period reduce exit friction during M&A, potentially increasing deal receptivity .
- Performance pay: 2024 corporate goals achieved at 100% drove bonus payouts; PSUs tied to clinical milestones concentrate incentives on program execution (e.g., ENTR‑601‑44), creating binary outcomes and potential insider selling pressure around milestone vestings and RSU cliffs (Mar 1, 2026 and Mar 1, 2027) under 10b5‑1 plans .
- Pay mix trend: 2024 equity grant values increased meaningfully vs 2023, tilting compensation toward equity and performance instruments—positive for alignment, but increases dilution sensitivity and dependence on clinical/regulatory outcomes .
- Trading signals: Monitor option expirations (2029–2034) and milestone PSUs for potential event‑driven sales; watch filings around vest dates and clinical milestones for 10b5‑1 activity .
Background achievements supporting execution: Press release notes Mr. Dowden’s contributions advancing ENTR‑601‑44 into clinic, scaling the team, and building pipeline/platform—supportive of value creation narrative though not a substitute for TSR/financial metrics disclosure .