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Companies Ventyx Biosciences, Inc.

Ventyx Biosciences (VTYX): executive pay, fiscal 2024

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CEO total pay$1,283,015CEO Raju Mohan · source
Say-on-pay support64.44%Latest vote · source

CEO pay, last three years

  • $9,411,949FY2023
  • $1,283,015FY2024

CEO total pay was $1,283,015 in fiscal 2024, down from $9,411,949 in fiscal 2023.

FY2024: salary $621,920 · bonus $0 · stock awards $0 · option awards $303,800

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Ventyx Biosciences, Inc. in fiscal 2024?
As disclosed, Matthew Moore (Chief Operating Officer) was the highest-paid executive at Ventyx Biosciences, Inc. in fiscal 2024, with total compensation of $1,918,110.
How did shareholders vote on Ventyx Biosciences, Inc.'s executive compensation?
As disclosed, 64.44% of shareholders supported Ventyx Biosciences, Inc.'s executive compensation in the latest say-on-pay vote.
How much does Ventyx Biosciences, Inc. spend in total on board compensation for fiscal 2024?
As disclosed, Ventyx Biosciences, Inc. reported total board compensation of $347,000 for fiscal 2024.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Matthew Moore$296,875$0$0$1,305,600$190,000$0$125,635$1,918,110
Chief Operating Officer
Raju Mohan621,92000303,800342,045015,2501,283,015
Chief Executive Officer, President and Director
Martin Auster317,17900245,00000433,000995,179
Former Chief Financial Officer
Mark Forman188,16500556,500192,80000937,465
Chief Medical Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY2023→2024
Matthew Moore$1,918,110———
Raju Mohan1,283,0159,411,949—↓ −8,128,934
Martin Auster995,179———
Mark Forman937,465———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The company aims to ensure that the compensation offered to executive officers is competitive and fair by benchmarking against a peer group. The compensation committee focuses on rewarding executives based on company results, individual contributions, and the achievement of specific performance goals.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantAON/Radford
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2024

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Mark FormanOPTION2024-08-12——350,000—$556,500
Raju MohanOPTION2024-01-02——155,000—303,800
Matthew MooreOPTION2024-05-16——320,000—1,305,600

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Mark Forman$0$0$556,5000.0%
Raju Mohan00303,8000.0%
Matthew Moore001,305,6000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2024

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Raju MohanRSU35,532—$77,815
Raju MohanOption85,3268.04—
Raju MohanOption107,91712.21—
Raju MohanRSU116,668—255,503
Raju MohanOption116,66814.48—
Raju MohanOption148,04733.84—
Raju MohanOption155,0002.49—
Matthew MooreOption320,0004.98—
Mark FormanOption350,0001.95—
Raju MohanOption355,3132.14—
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Sheila Gujrathi, M.DNot independent · Board Chair$125,000—$210,930——$335,930
Somasundaram Subramaniam, M.B.AIndependent · Compensation (Chair) · Nominating and Corporate Governance57,000—117,330——174,330
Onaiza Cadoret-Manier, M.B.AIndependent · Nominating and Corporate Governance (Chair) · Audit56,500—117,330——173,830
William White, J.D., M.P.PIndependent · Audit (Chair)55,000—117,330——172,330
Allison Hulme, Ph.DIndependent · Compensation · Audit53,500—117,330——170,830
Raju Mohan, Ph.DEmployee director—————0

Board fee structure and ownership guideline

Annual cash retainer$40,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 12,000 / 9,000
Stock ownership guideline—

Total cost of the board

ComponentFY2024
Cash retainers and fees$347,000
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$347,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Ventyx Biosciences as a peer

Companies that benchmark against VTYX

4 companies name VTYX as a compensation peer

Each company listed discloses VTYX in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named VTYX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Ventyx Biosciences, Inc.2024Raju Mohan$621,920$0$303,800$342,045$1,283,015

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-06-0420,421,57510,900,876370,45864.44%Passed
20242024-06-0532,870,21710,004,89818,52976.63%Passed
20232023-06-07—————
20222022-06-08—————

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20252025-06-0464.44%a
20242024-06-0576.63%b
20232023-06-07—c

a. Approved under the standard stated in the filing — “named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the compensation tables and narrative disclosures set forth in the proxy statement relating to Ventyx's 2025 annual meeting of stockholders." Vote Required The affirmative "FOR" vote of a majority of the voting power of the shares of our common stock present in person (virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve, on an advisory basis, the compensation of the named executive officers identified in the 2024 Summary Compensation Table in the "Executive Compensation" section of the proxy statement (the "Say-on-Pay Vote"). || Abstentions: Abstentions have the same effect as a vote against the proposal.”.

b. Approved under the standard stated in the filing — “named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the compensation tables and narrative disclosures set forth in the proxy statement relating to Ventyx's 2024 annual meeting of stockholders." Vote Required The affirmative "FOR" vote of a majority of the shares of our common stock present in person (virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve, on an advisory basis, the compensation of the named executive officers identified in the 2023 Summary Compensation Table in the "Executive Compensation" section of the proxy statement (the "Say-on-Pay Vote"). || Abstentions: Abstentions have the same effect as a vote against the proposal.”.

c. Voting standard not stated in the filing.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (20 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Matthew Moore. DEF 14A, filed 2025-04-23. Section “Summary Compensation Table for Fiscal 2024” · page 23. As printed: 1,918,110. View filing ↗
  • Section 01, Raju Mohan. DEF 14A, filed 2025-04-23. Section “Summary Compensation Table for Fiscal 2024” · page 23. As printed: 1,283,015. View filing ↗
  • Section 01, Martin Auster. DEF 14A, filed 2025-04-23. Section “Summary Compensation Table for Fiscal 2024” · page 23. As printed: 995,179. View filing ↗
  • Section 01, Mark Forman. DEF 14A, filed 2025-04-23. Section “Summary Compensation Table for Fiscal 2024” · page 23. As printed: 937,465. View filing ↗
  • Section 03, Mark Forman OPTION. DEF 14A, filed 2025-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Raju Mohan OPTION. DEF 14A, filed 2025-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Matthew Moore OPTION. DEF 14A, filed 2025-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 08, Sheila Gujrathi, M.D. DEF 14A, filed 2025-04-23. Section “Director Compensation”. As printed: 335,930. View filing ↗
  • Section 08, Somasundaram Subramaniam, M.B.A. DEF 14A, filed 2025-04-23. Section “Director Compensation”. As printed: 174,330. View filing ↗
  • Section 08, Onaiza Cadoret-Manier, M.B.A. DEF 14A, filed 2025-04-23. Section “Director Compensation”. As printed: 173,830. View filing ↗
  • Section 08, William White, J.D., M.P.P. DEF 14A, filed 2025-04-23. Section “Director Compensation”. As printed: 172,330. View filing ↗
  • Section 08, Allison Hulme, Ph.D. DEF 14A, filed 2025-04-23. Section “Director Compensation”. As printed: 170,830. View filing ↗
  • Section 08, Raju Mohan, Ph.D. DEF 14A, filed 2025-04-23. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-06-10. Item 5.07 · say-on-pay result. As reported: 64.44% (votes for as printed: 20,421,575). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-06-06. Item 5.07 · say-on-pay result. As reported: 76.63% (votes for as printed: 32,870,217). View filing ↗
  • Section 06, 2023 vote. Form 8-K, filed 2023-06-09. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 347,000 + equity 0 + all other 0 = 347,000, summed across the director compensation table rows.
  • Ventyx Biosciences, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2025-04-23. CEO total compensation as printed in Ventyx Biosciences, Inc.'s own proxy. As printed: 1,283,015. View filing ↗
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