Raju Mohan
About Raju Mohan
Raju Mohan, Ph.D., age 68, is the Founder, Chief Executive Officer, President, and a Director of Ventyx Biosciences; he has served as CEO and director since inception in November 2018 and as President since November 2023, with a Ph.D. in Chemistry from the University of Illinois and a master’s from the Indian Institute of Technology . Pay-versus-performance data show stark share performance volatility: a $100 TSR declined from $165.11 in 2022 to $12.44 in 2023 and $11.03 in 2024, alongside net losses of $108.4m (2022), $193.0m (2023), and $135.1m (2024) . He beneficially owns 3,877,337 shares (5.33% of outstanding), comprised of 2,303,540 common shares and 1,573,797 options exercisable within 60 days of April 10, 2025 . Stockholders approved Say‑on‑Pay at the June 5, 2024 meeting (32.87m For; 10.00m Against; 18.5k Abstain) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exelixis, Inc. | Vice President; Head of San Diego site | 2006–2011 | Led site operations in drug discovery/development |
| X‑Ceptor Therapeutics (acquired by Exelixis) | Vice President of Chemistry | 2004–2006 | Chemistry leadership through acquisition integration |
| Berlex Biosciences (Bayer/Schering) | Scientist/Leadership roles | Began 1987 | Early pharma R&D foundation |
| Akarna Therapeutics | Founder and CEO | 2014–2016 | Built to acquisition by Allergan (Sept 2016) |
| Oppilan Pharma Ltd. | Founder; Officer/Director | 2015–2021 | Immunology asset platform; acquired by Ventyx (Feb 2021) |
| Zomagen Biosciences Ltd. | Founder; Officer/Director | 2018–2021 | Immunology assets; acquired by Ventyx (Feb 2021) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Escalier Biosciences B.V. | Chief Executive Officer; Director | Since Dec 2016 | Parallel CEO role |
| Vimalan Biosciences, Inc. | Chief Executive Officer; Director | Since Oct 2017 | Parallel CEO role |
| New Science Ventures | Partner and Scientific Advisor | Since 2017 | Venture role; NSV funds are VTYX holders |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Bonus ($) | Notes |
|---|---|---|---|---|
| 2025 (effective 1/1) | 646,776 | 55% | — | Base set prospectively from Jan 1, 2025 |
| 2024 | 621,920 | 55% | 342,045 | Paid for 2024 performance in 2025 |
| 2023 | 596,083 | 55% | 296,010 | Paid for 2023 performance in 2024 |
Performance Compensation
- Annual cash incentive design
- 2024 bonus plan metrics included program-specific clinical development, R&D, strategic partnerships/financing, and financial goals; the Compensation Committee approved a 100% of target payout for eligible NEOs .
| Metric Category (2024) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Clinical development milestones | Not disclosed | Not disclosed | Met/Exceeded most goals | 100% of target | Paid in 2025 for FY2024 |
| R&D progress | Not disclosed | Not disclosed | Met/Exceeded most goals | 100% of target | Paid in 2025 for FY2024 |
| Strategic partnerships/financing | Not disclosed | Not disclosed | Met/Exceeded most goals | 100% of target | Paid in 2025 for FY2024 |
| Financial objectives | Not disclosed | Not disclosed | Met/Exceeded most goals | 100% of target | Paid in 2025 for FY2024 |
- Equity awards granted (grant-date fair value in SCT)
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | — | 303,800 |
| 2023 | 1,524,528 | 6,982,128 |
- Outstanding equity awards (as of 12/31/2024)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs MV @ $2.19 ($) |
|---|---|---|---|---|---|---|---|
| 2/26/2021 | Option (2019 Plan) | — | 7,972 | 3.54 | 2/26/2031 | — | — |
| 9/18/2021 | Option (2019 Plan) | 249,960 | 85,326 | 8.04 | 9/18/2031 | — | — |
| 12/17/2021 | Option (2021 Plan) | 350,004 | 116,668 | 14.48 | 12/17/2031 | — | — |
| 12/17/2021 | RSU (2021 Plan) | — | — | — | — | 116,668 | 255,503 |
| 2/4/2022 | Option (2021 Plan) | 262,083 | 107,917 | 12.21 | 2/4/2032 | — | — |
| 1/17/2023 | Option (2021 Plan) | 136,203 | 148,047 | 33.84 | 1/17/2033 | — | — |
| 1/17/2023 | RSU (2021 Plan) | — | — | — | — | 35,532 | 77,815 |
| 12/18/2023 | Option (2021 Plan) | 118,437 | 355,313 | 2.14 | 12/18/2033 | — | — |
| 1/2/2024 | Option (2021 Plan) | — | 155,000 | 2.49 | 1/2/2034 | — | — |
Vesting terms and change‑in‑control (CIC) treatment: Grants vest either 25% at 1‑year then monthly over 36 months, or in equal monthly installments over 48 months, or (for 1/2/2024 option) 100% at 1‑year; all outstanding equity fully accelerates upon CIC (as defined) for non‑employee directors; for executives, see double‑trigger acceleration in Employment Terms below .
Note on potential selling pressure: At 12/31/2024 close ($2.19, used for RSU valuation), most CEO option strikes (e.g., $3.54, $8.04, $12.21, $14.48, $33.84) were out‑of‑the‑money, while the 12/18/2023 grant at $2.14 was slightly in‑the‑money; this mix generally reduces near‑term monetization pressure from options absent price appreciation .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (Number; %) | 3,877,337; 5.33% (based on 71,161,201 shares o/s at 4/10/2025) |
| Composition | 2,303,540 common shares + 1,573,797 options exercisable within 60 days |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and officers |
Additional alignment items:
- CEO receives no additional cash/equity for director service (inside director) .
- No executive stock ownership guidelines disclosed in the proxy; not addressed in 2025 filing .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Confirmatory employment letter dated Oct 7, 2021; at‑will |
| Base salary (2024 → 2025) | $621,920 (2024); increases to $646,776 effective Jan 1, 2025 |
| Target annual bonus | 55% of base salary |
| Severance (non‑CIC) | 12 months base salary + 12 months COBRA reimbursement (or cash equivalent) + acceleration of equity that would vest in 3 months post‑termination; performance awards assumed at target for periods ending within 3 months |
| Severance (CIC double‑trigger; termination within 3 months prior to or 12 months post‑CIC) | 18 months base salary + 150% of target bonus + 18 months COBRA reimbursement (or cash equivalent) + 100% acceleration of all equity (performance awards at 100% of target) |
| 280G/gross‑up | Best‑net cutback (no excise tax gross‑ups) |
Board Governance
- Service and roles: Director since 2018; currently CEO and President; not independent due to management role .
- Board structure: Six directors; majority independent (4 of 6). Chair and CEO roles are separated; the Chair (Dr. Sheila Gujrathi) is Executive Chair (non‑independent), mitigating CEO/Chair concentration but with limited independence at the chair level .
- Committees (independent membership): Audit (Chair: William White; members: Cadoret‑Manier, Hulme), Compensation (Chair: Subramaniam; member: Hulme), Nominating & Governance (Chair: Cadoret‑Manier; member: Subramaniam) .
- Attendance and executive sessions: Board met six times in 2024; each director attended ≥75% of board and committee meetings; independent directors hold executive sessions periodically .
Director Compensation (inside director)
- Mohan receives no additional compensation for serving as a director; director cash/equity retainers apply to non‑employee directors only .
Related Party Transactions and Interlocks
- Historical services entity: Kalika Biosciences provided services through 2021; Kalika was 50% owned by Mohan and 50% by NSV Management LLC; agreements terminated March 2021; Kalika dissolved Sept 2021 (expenses: $702,233 in 2019; $945,423 in 2020; $227,862 in 2021) .
- Oppilan acquisition (Feb 2021): Ventyx acquired Oppilan; Mohan received 178,058 shares and options to purchase 7,972 shares in the exchange .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| $100 TSR (year‑end) | 165.11 | 12.44 | 11.03 |
| Net loss ($m) | (108.4) | (193.0) | (135.1) |
| PEO “compensation actually paid” ($) | 28,682,258 | (24,743,458) | 1,286,177 |
- 2024 Say‑on‑Pay approved; stockholders also voted for annual frequency of Say‑on‑Pay .
- CFO transition: CFO departed Aug 30, 2024; interim PFO appointed; separation terms disclosed (9 months salary + COBRA; limited equity acceleration) .
Compensation Committee and Pay Design
- Compensation Committee: Independent directors Subramaniam (Chair) and Hulme; utilizes AON/Radford as independent consultant for benchmarking and program design .
- Philosophy emphasizes team‑oriented, at‑risk pay linked to performance; equity to align with stockholders .
Equity Award Vesting and Potential Selling Pressure
- Significant portion of CEO equity comprises time‑vested options with strikes well above the 12/31/2024 share price ($2.19), limiting near‑term monetization absent price appreciation; the 12/18/2023 grant at $2.14 is modestly in‑the‑money, while grants at $3.54/$8.04/$12.21/$14.48/$33.84 were underwater at year‑end .
- 1/2/2024 option vests 100% at one year (vesting date occurred Jan 2, 2025), adding exercisable supply post‑vesting .
Employment & Contracts (Retention/Transition)
- At‑will employment with market‑standard severance; enhanced double‑trigger protections in CIC window (salary, bonus, COBRA, and full equity vesting) are retention‑positive but increase change‑of‑control cost; no tax gross‑ups (shareholder‑friendly) .
Investment Implications
- Alignment: High ownership (5.33%) plus prohibition on pledging/hedging supports strong alignment with shareholders; lack of director fees reduces conflicts .
- Selling pressure: Majority of options were out‑of‑the‑money at 12/31/2024 (except a small 2023 grant), implying limited near‑term selling pressure unless the stock appreciates; 2024 one‑year cliff option vested in Jan 2025 adds exercisable supply but with $2.49 strike .
- Pay and performance: 2024 bonuses paid at 100% of target on operational metrics despite negative TSR context, suggesting pay is tied more to internal pipeline/R&D execution than share price; this can be retention‑supportive but may face scrutiny if TSR underperforms peers .
- Retention/CIC: Double‑trigger CIC (18 months salary and 150% target bonus + full equity acceleration) should help retain the CEO through strategic inflection points but raises potential sale‑related costs; absence of 280G gross‑ups mitigates shareholder concerns .
- Governance: Separation of Chair/CEO reduces concentration risk, though the Executive Chair is not independent; majority‑independent board and fully independent key committees provide oversight; Say‑on‑Pay passed in 2024, indicating current investor support .