DEF 14A of Caribou Biosciences, Inc., Apr 25, 2024

DEF 14A of Caribou Biosciences, Inc.

Filed Apr 25, 2024 · FY20230001619856-24-000026

Open on EDGAR

  1. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors Rachel Haurwitz, Ph.D., is a co-founder of Caribou and currently serves as our president and chief executive officer and as a director of our Company, positions she has held since our Company’s inception in October 2011. Dr. Haurwitz is an inventor on patents and patent applications covering multiple CRISPR-based technologies and has co-authored several scientific papers characterizing CRISPR-Cas systems, including in Science. From July 2014 until November 2016, Dr. Haurwitz served on the Board of Directors of Intellia Therapeutics, Inc., of which she is a co-founder. Since November 2021, Dr. Haurwitz has served on the Board of Directors of Seer, Inc. and, since February 2020, Dr. Haurwitz has served on the Board of Directors of the Biotechnology Innovation Organization (BIO). Additionally, since May 2020, Dr. Haurwitz has served on the Board of Directors of Edge Animal Health. She received her A.B. degree in Biological Sciences from Harvard College and her Ph.D. in Molecular and Cell Biology from the University of California, Berkeley, where she completed her thesis research in the laboratory of Dr. Jennifer A. Doudna. We believe that Dr. Haurwitz is qualified to serve on our Board based on her operational and historical expertise and experience as a co-founder, president and chief executive officer of our Company, combined with her knowledge of CRISPR technology. Dara Richardson-Heron, M.D., has served on our Board since November 2021. She currently serves as the President and Chief Executive Officer of DRH Consulting, a management and executive consulting firm, a position she has held since August 2021, has been an executive coach at The ExCo Leadership Group since January 2021, and serves as a board director at The Hastings Center for Bioethics. Additionally, Dr. Richardson-Heron is on the Board of Directors of the New York Foundation for Senior Citizens. Dr. Richardson-Heron served as Chief Patient Officer for Pfizer Inc., a biopharmaceutical company, from February 2020 to August 2021. Her previous executive leadership positions include Chief Engagement Officer and Scientific Executive for National Institutes of Health (March 2017 to January 2020); Chief Executive Officer of YWCA USA, Inc. (2012 to 2017); and Chief Executive Officer, Greater NYC Affiliate of Susan G. Komen for the Cure (2008 to 2012). Earlier in her career, she served as Assistant Executive Director/National Chief Medical Officer with United Cerebral Palsy of NYC/UCP Association and Executive Medical Director and Special Assistant to the Chairman and Chief Executive Officer at Consolidated Edison Company of New York, Inc. Dr. Richardson-Heron holds a B.A. in Biology from Barnard College and an M.D. from New York University School of Medicine. We believe Dr. Richardson-Heron is qualified to serve on our Board based on her executive leadership expertise and her experience representing the perspective of patients. Natalie Sacks, M.D., has served on our Board since May 2018. Dr. Sacks is an oncologist and is currently a Venture Partner at Novo Holdings Ventures Investment. Previously, she was the Chief Medical Officer at Harpoon Therapeutics, Inc. (acquired by Merck & Co.) from October 2018 to June 2022. Prior to joining Harpoon, Dr. Sacks held various development leadership roles at multiple companies including Onyx Pharmaceuticals, Inc., a pharmaceutical company (acquired by Amgen Inc.), from April 2011 to February 2014; Aduro Biotech, Inc., a clinical stage biopharmaceutical company, from September 2016 to September 2018; Exelixis, Inc., a pharmaceutical company, from September 2009 to March 2011; and Cell Genesys, Inc., a biotechnology company, from November 2002 to April 2009. She has been responsible for all aspects of development, including the late-stage development of Kyprolis®, a therapeutic for treating multiple myeloma developed by Onyx Pharmaceuticals Inc., and Cometriq®, a therapeutic for treating metastatic medullary thyroid cancer developed by Exelixis, Inc. From October 2004 to October 2016, Dr. Sacks held a faculty appointment at the University of California, San Francisco, where she was a volunteer assistant clinical professor of medicine in the Division of Hematology/Oncology. From August 2017 through June 2023, Dr. Sacks served on the Board of Directors of Zymeworks, Inc., a clinical stage biotechnology company. She received her B.A. in Mathematics from Bryn Mawr College, her M.S. in Biostatistics from Harvard University School of Public Health, and her M.D. from the University of Pennsylvania School of Medicine. We believe that Dr. Sacks is qualified to serve on our Board based on her extensive experience developing early- and late-stage oncology therapeutics and her experience as a director of a public company and in executive leadership roles at multiple companies.

  2. Directors Continuing in Office

    Directors Continuing in Office Biographical information for our directors continuing in office is set forth below.

  3. Class I Directors (Term Expires at the 2025 Annual Meeting)

    Class I Directors (Term Expires at the 2025 Annual Meeting) Scott Braunstein, M.D., has served on our Board since June 2021. Dr. Braunstein currently serves as Chairman of the Board and Chief Executive Officer of Marinus Pharmaceuticals, Inc., positions he has held since November 2022 and September 2018, respectively. Since August 2015, he has served as an operating partner at Aisling Capital, an investment firm. From July 2015 to March 2018, Dr. Braunstein served as Chief Strategy Officer and Chief Operating Officer at Pacira Pharmaceuticals, Inc., a pharmaceutical company. Prior to Pacira, Dr. Braunstein served as a healthcare portfolio manager at Everpoint Asset Management from September 2014 to February 2015 and spent 12 years from February 2002 to June 2014 with J.P. Morgan Asset Management as a healthcare analyst and managing director on the U.S. equity team and as portfolio manager of the J.P. Morgan Global Healthcare Fund. He previously served on the Board of Directors of Constellation Pharmaceuticals from February 2019 to July 2021 (where he served as Chair of the Audit Committee); of Ziopharm Oncology, Inc. from September 2018 to November 2020; of Esperion Therapeutics, Inc. from June 2015 to April 2020 (where he served as Chair of the Audit Committee); and of Protara Therapeutics, Inc. from May 2018 to July 2020 (where he served on the Audit Committee). Since September 2018, Dr. Braunstein has served on the Board of Directors of Trevena, Inc., a biopharmaceutical company, where he is a member of the Audit Committee and lead independent director. Additionally, Dr. Braunstein has served on the Board of Directors of Site One and, since March 2024, he has served on the Board of Directors of One Biosciences. Dr. Braunstein began his career as a physician at the Summit Medical Group and as assistant clinical professor at Albert Einstein College of Medicine and Columbia University Medical Center. He received his B.S. in Biology from Cornell University and his M.D. from the Albert Einstein College of Medicine. We believe that Dr. Braunstein is qualified to serve on our Board based on his expertise and experience in governing, leading, and investing in biopharmaceutical companies. Ran Zheng, M.S., has served on our Board since September 2021. Ms. Zheng currently serves as Chief Executive Officer and on the Board of Directors of Landmark Bio, a public benefit limited liability company to advance the development of transformative new medicines, since March 2021. Prior to joining Landmark Bio, Ms. Zheng was the Chief Technical Officer at Orchard Therapeutics, a commercial-stage global gene therapy, from March 2019 to February 2021. In that role, Ms. Zheng led the technical operations organization and helped advance the company’s product pipeline. Ms. Zheng has also held leadership positions at multiple biotechnology companies, including Amgen Inc., a biopharmaceutical company, from 2003 to 2010, and Genzyme, a biotechnology company (now Sanofi), from 1996 to 2000. Ms. Zheng holds a B.S. in Biology from Beijing Forestry University and received an M.S. in Microbial Engineering from the University of Minnesota. We believe Ms. Zheng is qualified to serve on our Board based on her extensive leadership experience in the biotechnology industry.

  4. Class II Directors (Term Expires at the 2026 Annual Meeting)

    Class II Directors (Term Expires at the 2026 Annual Meeting) Andrew Guggenhime, M.B.A., has served on our Board since April 2021. Mr. Guggenhime currently serves as President and Chief Financial Officer at Vaxcyte, Inc., a developer of vaccines, positions he has held since January 2021. He served as Chief Operating Officer and Chief Financial Officer of Vaxcyte from May 2020 to December 2020. Prior to joining Vaxcyte, he served as Chief Financial Officer of Dermira, Inc., a biopharmaceutical company, from April 2014 through the acquisition of the company by Eli Lilly and Company in February 2020. Prior to Dermira, Mr. Guggenhime served as Chief Financial Officer for CardioDx, Inc., a medical diagnostic company, from September 2011 to April 2014 and as a director of the company from April 2014 to July 2016. He also served as Chief Financial Officer for Calistoga Pharmaceuticals, Inc., a biopharmaceutical company, from September 2010 to April 2011, which was acquired by Gilead Sciences, Inc. in 2011, and as Chief Financial Officer for Facet Biotech Corporation, a biotechnology company, from December 2008 to June 2010, which was acquired by Abbott Laboratories in April 2010. Mr. Guggenhime previously served as Chief Financial Officer of PDL BioPharma, Inc., a biopharmaceutical company, until Facet Biotech was spun off from PDL BioPharma in December 2008. Prior to joining Facet Biotech, he served as Chief Financial Officer for Neoforma, Inc., a provider of supply chain management solutions, which was acquired by Global Healthcare Exchange, LLC in March 2006. Mr. Guggenhime began his career in financial services at Merrill Lynch & Co. and Wells Fargo & Company. From July 2018 through March 2023, Mr. Guggenhime served on the Board of Directors of Metacrine, Inc., a clinical stage biopharmaceutical company. He received his B.A. in International Politics and Economics from Middlebury College and his M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. We believe that Mr. Guggenhime is qualified to serve on our Board based on his more than two decades of finance, strategic, and operational leadership experience at both private and public healthcare companies. David Johnson, M.B.A., has served on our Board since May 2022. Mr. Johnson most recently served as Chief Commercial Officer of Global Blood Therapeutics (acquired by Pfizer Inc.), a position he held from March 2018 to December 2022, where he led the global commercial functions and facilitated the launch of Oxbryta® in 2019. Previously, Mr. Johnson was employed by Gilead Sciences, Inc. from 2003 to 2018, where he held roles of increasing responsibility in the company’s commercial organization, including as vice president, sales and marketing, Liver Disease Business Unit, where he was instrumental in building and leading Gilead’s liver disease franchise, including launching four medicines for hepatitis. Prior to that, Mr. Johnson led the Antiviral Business Unit at Gilead, where he helped launch and oversee the HIV franchise. Before Gilead, he had an 11-year tenure at GlaxoSmithKline, where he held various positions in sales, product marketing, business development, global commercial strategy, and portfolio development. Mr. Johnson received his B.A. in Business Marketing from the University of Puget Sound and his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina. We believe that Mr. Johnson is qualified to serve on the Board based on his extensive commercial experience in the biopharmaceutical industry. Nancy Whiting, Pharm.D., has served on our Board since August 2021. Dr. Whiting currently serves as the Chief Executive Officer and a member of the Board of Directors at Recludix Pharma, a biotechnology company, positions she has held since September 2021. She spent almost 15 years (from 2007 to 2021) with Seagen Inc. (formerly Seattle Genetics), a biotechnology company, where she most recently served as Executive Vice President of Corporate Strategy. Dr. Whiting previously served as Executive Vice President of Late-Stage Development, Senior Vice President of Clinical Development and Medical Affairs, and Head of Experimental Medicine at Seagen. Since October 2023, Dr. Whiting has served on the Board of Directors of Boundless Bio, Inc. Prior to her tenure in the biopharmaceutical industry, she had a career in clinical pharmacy serving as a Clinical Oncology Pharmacist at Seattle Cancer Care Alliance, and previously as the Staff Pharmacist for the Bone Marrow Transplant and Acute Leukemia department at Vancouver Hospital. Dr. Whiting received her B.S. in Pharmacy from the University of British Columbia and received her Pharm.D. degree from the University of Washington. We believe Dr. Whiting is qualified to serve on our Board based on her extensive experience in all phases of drug development.

  5. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  6. Summary Compensation Table (2023 and 2022)

    Summary Compensation Table (2023 and 2022) The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2023 and 2022 (as applicable):

  7. Summary Compensation Table (2023 and 2022)

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Rachel Haurwitz, Ph.D. | 2023 | 623,150 | 342,733 | — | 2,137,464 | 13,200 | 3,116,547 | | President and chief executive officer | 2022 | 513,474 | 307,794 | — | — | 12,200 | 833,468 | | Syed Rizvi, M.D.(4) | 2023 | 504,700 | 201,880 | — | 548,497 | 13,200 | 1,268,277 | | Former chief medical officer | 2022 | 467,727 | 172,359 | 638,400 | 1,097,806 | 12,200 | 2,388,492 | | Steven Kanner, Ph.D.(5) | 2023 | 468,650 | 187,460 | — | 548,497 | 13,200 | 1,217,807 | | Chief scientific officer | | | | | | | | | Barbara McClung, J.D.(5) | 2023 | 468,650 | 187,460 | — | 548,497 | 13,200 | 1,217,807 | | Chief legal officer | | | | | | | |

  8. Summary Compensation Table (2023 and 2022)

    (1)The bonuses for 2023 were paid in March 2024, and the bonuses for 2022 were paid in March 2023. (2)The amounts shown represent the grant date fair values of stock awards and option awards granted in 2023 and 2022 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 718 (“ASC Topic 718”). During 2022, Dr. Haurwitz and Dr. Rizvi were awarded performance-based restricted stock units (“PSUs”) that would have been valued at $166,370 and $73,498, respectively, at the grant date if we assumed achievement of the highest level of performance. The achievement of performance was not considered probable as of the grant date and, accordingly, there were no grant date fair values for these PSUs includable in this table. A portion of Dr. Rizvi’s equity awards granted in 2023 and 2022 were forfeited upon his departure from our Company. (3)The amounts shown consist of 401(k) retirement plan matching contributions for 2023 and 2022 of $13,200 and $12,200, respectively. (4)Dr. Rizvi left our Company on December 31, 2023. (5)Dr. Kanner and Ms. McClung were not named executive officers in 2022 and, accordingly, the table only includes their compensation for 2023.

  9. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023:

  10. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option awards | | | | Stock Awards | | | | | Name | Vesting commencement date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($/share) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Rachel Haurwitz, Ph.D. | 03/02/2021(1) | 300,580 | 136,621 | 4.11 | 03/29/2031 | — | — | — | — | | | 12/20/2021(2) | 205,500 | 205,500 | 15.16 | 12/19/2031 | — | — | — | — | | | 08/22/2022(3) | — | — | — | — | — | — | 16,805 | 105,535 | | | 02/21/2023(2) | 106,354 | 404,146 | 6.12 | 02/20/2033 | — | — | — | — | | Syed Rizvi, M.D.(5) | 01/18/2022(2) | 77,265 | — | 10.64 | 06/30/2024 | — | — | — | — | | | 01/18/2022(4) | — | — | — | — | 15,000 | 94,200 | — | — | | | 02/21/2023(2) | 27,291 | — | 6.12 | 06/30/2024 | — | — | — | — | | Steven Kanner, Ph.D. | 03/08/2018(1) | 4,879 | — | 1.81 | 03/07/2028 | — | — | — | — | | | 07/12/2017(1) | 3,534 | — | 1.81 | 07/10/2027 | — | — | — | — | | | 10/01/2019(1) | 52,200 | — | 2.69 | 09/29/2029 | — | — | — | — | | | 03/02/2021(1) | 157,892 | 72,473 | 4.11 | 03/28/2031 | — | — | — | — | | | 12/20/2021(2) | 73,500 | 73,500 | 15.16 | 12/19/2031 | — | — | — | — | | | 08/22/2022(3) | — | — | — | — | — | — | 9,191 | 57,719 | | | 02/21/2023(2) | 27,291 | 103,709 | 6.12 | 02/20/2033 | — | — | — | — | | Barbara McClung, J.D. | 10/01/2019(1) | 47,318 | — | 2.69 | 09/30/2029 | — | — | — | — | | | 03/02/2021(1) | 159,443 | 72,471 | 4.11 | 03/28/2031 | — | — | — | — | | | 12/20/2021(2) | 73,500 | 73,500 | 15.16 | 12/19/2031 | — | — | — | — | | | 08/22/2022(3) | — | — | — | — | — | — | 9,191 | 57,719 | | | 02/21/2023(2) | 27,291 | 103,709 | 6.12 | 02/20/2033 | — | — | — | — |

  11. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)1/4th of the shares subject to the option vest on the one-year anniversary of the vesting commencement date and an additional 1/48th of the aggregate number of shares subject to the option vest on the corresponding day of each month thereafter (or if there is no such corresponding day, on the last day of the month), subject to the continued service by the executive officer through the applicable vesting dates. (2)1/48th of the shares subject to the option vest on each monthly anniversary of the vesting commencement date (or if there is no such corresponding day, on the last day of the month), subject to the continued service by the executive officer through the applicable vesting dates. (3)These PSUs will vest if and when a certain milestone is reached within a specific time period, subject to the continued service by the executive officer on the applicable vesting date. The market or payout value shown is at the target level of performance. (4)These RSUs vest in four equal annual installments beginning on the one-year anniversary of the vesting commencement date, subject to the continued service by the executive officer through the applicable vesting dates. In the case of Dr. Rizvi’s remaining RSUs shown on the table, these RSUs vested on January 18, 2024. The RSUs will be settled in stock within 30 days after each vesting date. (5)The equity awards for Dr. Rizvi exclude unvested equity awards consisting of 187,694 options, 30,000 RSUs, and 7,424 PSUs that were forfeited when Dr. Rizvi left the Company on December 31, 2023.

  12. Non-Employee Director Compensation (2023)

    Non-Employee Director Compensation (2023) The following table sets forth information concerning the compensation awarded to, earned by or paid to our non-employee directors during 2023. Dr. Haurwitz does not receive compensation for her service as a director on our Board. Dr. Haurwitz’s compensation as our president and chief executive officer for 2023 and 2022 is included with that of our other named executive officers in the summary compensation table above.

  13. Non-Employee Director Compensation (2023)

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Current Directors | | | | | Scott Braunstein, M.D. | $71,875 | $83,988 | $155,863 | | Andrew Guggenhime, M.B.A. | $118,750 | $83,988 | $202,738 | | David Johnson, M.B.A. | $59,862 | $83,988 | $143,850 | | Dara Richardson-Heron, M.D. | $57,942 | $83,988 | $141,930 | | Natalie Sacks, M.D. | $53,000 | $83,988 | $136,988 | | Nancy Whiting, Pharm.D. | $56,627 | $83,988 | $140,615 | | Ran Zheng, M.S. | $73,207 | $83,988 | $157,195 |

  14. Non-Employee Director Compensation (2023)

    (1)The amounts shown represent the grant date fair values of option awards granted in 2023 as computed in accordance with ASC Topic 718. See Note 11 to the audited financial statements included in the 2023 Annual Report for a discussion of the assumptions used in the calculation of these amounts.

  15. Narrative Disclosure to Non-Employee Director Compensation Table

    Narrative Disclosure to Non-Employee Director Compensation Table

  16. Director Compensation

    Director Compensation Cash Compensation. In July 2021, in connection with our IPO, our Board adopted a non-employee director compensation policy under which our non-employee directors were compensated in 2023 as follows: •each non-employee director received an annual cash fee of $40,000; •any non-executive chair of our Board received an additional annual cash fee of $35,000; •each non-employee director who is a member of the audit committee received an additional annual cash fee of $7,500 ($15,000 for the audit committee chair); •each non-employee director who is a member of the compensation committee received an additional annual cash fee of $5,000 ($10,000 for the compensation committee chair); and •each non-employee director who is a member of the NCG committee received an additional annual cash fee of $4,000 ($8,000 for the NCG committee chair). In October 2021, our Board established a S&T committee and set compensation for that committee as follows: •each non-employee director who is a member of the S&T committee received an additional annual cash fee of $5,000 ($10,000 for the S&T committee chair). All cash fees are paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment is prorated for any portion of a calendar quarter that a non-employee director is not serving on our Board, based on the number of calendar days served by the non-employee director. Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which they serve. Equity Compensation. Non-employee directors are entitled to receive stock option grants for 43,000 shares upon joining our Board. These initial grants vest in three annual installments starting on the first anniversary of the grant date. In February 2023, each non-employee director received an annual stock option grant for 21,500 shares, vesting monthly over a one-year period from the date of grant. For 2024, each non-employee director received an annual stock option grant for 39,500 shares, vesting monthly over a one-year period from the date of grant. Limit on Non-Employee Director Annual Compensation. Pursuant to our 2021 Plan, there are limits on the annual compensation that may be paid to our non-employee directors. Specifically, a non-employee director may not receive total compensation for any fiscal year that exceeds $750,000 (or $1,000,000 in the year of the director’s initial appointment to our Board). For this purpose, total compensation is the sum of the grant date fair value of any equity or equity-based awards granted to a non-employee director during the fiscal year, and the amount of cash fees or awards payable to the non-employee director in respect of their service during any fiscal year, including any amounts that are voluntarily deferred by the non-employee director.

  17. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with our certificate of incorporation and bylaws, our Board is divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class of directors whose terms are then expiring, to serve from the time of election and qualification until the third annual meeting following their election and until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal. Rachel Haurwitz, Ph.D., Dara Richardson-Heron, M.D., and Natalie Sacks, M.D., are the Class III directors whose terms expire at the 2024 Annual Meeting. Each of Dr. Haurwitz, Dr. Richardson-Heron, and Dr. Sacks has been nominated for and has agreed to stand for re-election to our Board to serve as a Class III director until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal.