Charles Baum
About Charles Baum
Independent director since June 2023; age 67; M.D. and Ph.D. from Washington University School of Medicine with post‑graduate training at Stanford. Former Founder/President/CEO of Mirati Therapeutics and now CEO of Terremoto Biosciences (since July 2024). Core credentials include extensive oncology R&D leadership and public company management experience.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Mirati Therapeutics | Founder, President & CEO; Founder, President & Head of R&D; President & CEO (again) | 2012–2021; 2021–2023; Aug 2023–Jan 2024 | Board member 2021–2024; company acquired by BMS in Jan 2024 |
| Pfizer | Senior VP, Biotherapeutic Clinical Research; roles incl. VP Head of Oncology Development & CMO for Biotherapeutics | 2003–2012 | Led oncology development and biotherapeutics efforts |
| Schering‑Plough | Leadership roles (prior to Pfizer) | Not disclosed | Preceded Pfizer tenure |
| Stanford and Emory | Academic and hospital positions | Not disclosed | Clinical and academic background |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Terremoto Biosciences | Chief Executive Officer | Current (since Jul 2024) | Biotech CEO; time commitment consideration for ACRV comp chair |
| PMV Pharmaceuticals, Inc. | Director | Current (public) | Other public board service |
| Odyssey Therapeutics | Director | Current | Private biotech director |
| Crossbow Therapeutics | Director | Current | Private biotech director |
| Terremoto Biosciences | Director | Current | Board role in addition to CEO |
| ALX Oncology | Scientific Advisory Board Member | Current | Scientific advisory engagement (public company) |
| Poseida Therapeutics, Inc. | Director | Prior (May 2022–Jan 2025; acquired by Roche) | Prior public board; acquisition track record |
| Immunomedics, Inc. | Director | Prior (Feb 2019–Oct 2020; acquired by Gilead) | Prior public board; acquisition track record |
| Array BioPharma | Director | Prior (Apr 2014–Jul 2019; acquired by Pfizer) | Prior public board; acquisition track record |
| BCTG Acquisition Group (SPAC) | Director | Prior (Sep 2020–Jul 2021; merged with Tango Therapeutics) | SPAC board experience |
Board Governance
- Class I director; term expires at the 2026 Annual Meeting. Independent under Nasdaq rules.
- Committee assignments (2025): Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member).
- 2024 meetings held: Board 5; Audit 4; Compensation 4; Nominating & Governance 0 formal meetings (informational calls and written consents). All directors attended at least 75% of Board and committee meetings in 2024.
- Composition change: Compensation Committee shifted from Baum/Tomsicek/DiRocco (2024) to Baum/Palani/Shacham (2025).
- Section 16(a): No delinquent filings disclosed for Dr. Baum in 2024.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $26,000 | $60,000 |
2024 cash fee components (derived from role-based policy and committee assignments):
- Annual director retainer: $40,000
- Compensation Committee Chair retainer: $15,000
- Nominating & Governance Member retainer: $5,000
- Total cash (matches reported): $60,000
Director retainer policy (reference):
| Cash Retainer Element | Amount ($) |
|---|---|
| Annual director retainer | 40,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Governance Member | 5,000 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($) (grant-date fair value) | $299,068 | $92,286 |
| Stock Options Outstanding (shares, as of 12/31) | 32,500 | 52,775 |
Equity award terms (non‑employee directors):
| Term | Policy Detail |
|---|---|
| Initial option award (new director) | Grant-date fair value $315,000; cap 32,500 shares; 10‑year term; exercise price at FMV; vests monthly over 3 years |
| Annual option award | Grant-date fair value $210,000; cap 20,275 shares; 10‑year term; exercise price at FMV; vests monthly over 1 year (fully vested by next AGM) |
| Change-of-control | All director options vest in full upon change in control (single trigger) |
Notes:
- Director equity is time‑based; no disclosed performance metrics (e.g., revenue, EBITDA, TSR, ESG) for director awards.
- Compensation Committee is responsible for clawback policy for officers; director-specific clawback terms are not disclosed.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| PMV Pharmaceuticals, Inc. | Public | Director | Current other public board |
| Poseida Therapeutics, Inc. | Public (prior) | Director | Prior board; company acquired by Roche Jan 2025 |
| Immunomedics, Inc.; Array BioPharma | Public (prior) | Director | Both acquired (Gilead; Pfizer), demonstrating transaction track record |
| Odyssey Therapeutics; Crossbow Therapeutics; Terremoto Biosciences | Private | Director | Current private boards; concurrent CEO/board role at Terremoto |
| ACRV board composition | — | — | RA Capital partner Derek DiRocco serves on ACRV board; RA Capital is a 26.7% holder—network influence context (not a Baum related‑party transaction) |
Expertise & Qualifications
- Oncology R&D leadership; prior roles at Pfizer (Head of Oncology Development, CMO Biotherapeutics) and Schering‑Plough.
- Public company CEO/board experience; multiple successful exits (Mirati to BMS; prior boards acquired by Gilead, Pfizer, Roche).
- Medical and scientific credentials (M.D., Ph.D.; Stanford post‑graduate training).
Equity Ownership
| Metric | Apr 22, 2024 | Apr 21, 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 9,930 | 41,038 |
| % of Shares Outstanding | <1% | <1% |
| Options Outstanding (as of 12/31 prior year) | 32,500 (Dec 31, 2023) | 52,775 (Dec 31, 2024) |
Note: Director beneficial ownership figures typically include options exercisable within 60 days of the record date.
Governance Assessment
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Strengths
- Independent director; chairs Compensation Committee; served ≥75% attendance in 2024; adds deep oncology and public company CEO experience to Board’s oversight.
- Clear, market‑based director pay framework; transparent role‑based cash retainers; time‑based equity reduces risk of metric gaming.
- No compensation committee interlocks or Item 404 related‑party relationships disclosed involving Compensation Committee members.
-
Watch items / RED FLAGS
- Overboarding/time commitments: concurrent CEO role at Terremoto plus multiple private boards may constrain capacity, particularly as Compensation Committee Chair—monitor attendance and engagement continuity.
- Single‑trigger full vesting of director options upon change‑of‑control increases payout certainty regardless of post‑deal service—can be viewed as shareholder‑unfriendly if not balanced by robust ownership guidelines (none disclosed).
- Board influence concentration: RA Capital’s 26.7% stake and partner serving on ACRV’s board increases investor/interlock influence risk; not a Baum‑specific conflict but relevant to overall governance dynamics.
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Compensation structure signals
- Shift from initial, equity‑heavy onboarding grant in 2023 ($299k options) to smaller 2024 option value ($92k) while cash retainers rose with committee leadership—suggests normalization of pay post‑onboarding.
- Director equity is option‑only; no RSUs/PSUs or performance metrics disclosed for directors.
-
Policy references
- Insider Trading Policy and Corporate Governance Guidelines disclosed; details on hedging/pledging or director ownership guidelines not provided in proxy.