Daniel Baker
About Daniel Baker
Daniel Baker, Ph.D. is an independent director of Artiva Biotherapeutics (ARTV), appointed in January 2025 (age 74). He currently serves on the Clinical Strategy Committee and, effective following the June 24, 2025 Annual Meeting, will join the Compensation Committee and chair the Nominating and Corporate Governance Committee. He is an M.D. (University of Pennsylvania) with an 18-year academic tenure at UPenn, prior senior roles at Johnson & Johnson (Janssen/Centocor) leading development of Remicade, Simponi, and Stelara, and former CEO/founder of Kira Biotech. He has been interim Chief Development Officer at Cue Biopharma since November 2024 and previously served as an Executive Director at Galapagos Therapeutics (Apr 2022–Oct 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (Janssen/Centocor) | VP, Immunology R&D; 19 years | 2000–2019 | Led clinical development of Remicade, Simponi, and Stelara |
| Kira Biotech Pty Ltd | CEO, Founder, Director | Apr 2019–Dec 2024 | Built novel drugs for immune disorders |
| University of Pennsylvania | Faculty (Rheumatology/Immunology) | ~18 years | Academic leadership; research and clinical training |
| Mass General Hospital | Research fellowship (Rheumatology) | — | Advanced rheumatology research training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cue Biopharma, Inc. | Interim Chief Development Officer | Since Nov 2024 | Public company; immunotherapy focus |
| Galapagos Therapeutics | Executive Director (Board) | Apr 2022–Oct 2024 | Prior public company directorship |
| Gettysburg College; University of Pennsylvania | Education | B.A. Biology; M.D. | Hershey Medical Center residency; UPenn fellowship |
Board Governance
| Category | Details |
|---|---|
| Independence | Board affirmed Dr. Baker is independent under Nasdaq standards and eligible for Compensation Committee service |
| Committee assignments | Clinical Strategy Committee (current); Compensation Committee (effective post-Annual Meeting); Nominating & Corporate Governance Committee Chair (effective post-Annual Meeting) |
| Board structure | Independent, non-executive Chair (Brian Daniels, M.D.); separation of Chair/CEO roles to enhance oversight |
| Meetings & attendance | In 2024: Board met 4x; Audit 4x; Compensation 4x; Nominating & Corporate Governance 1x; no member <75% attendance (Baker appointed Jan 2025) |
| Executive sessions | Independent director sessions regularly scheduled (typically each regular Board meeting) |
| Risk oversight | Audit: cyber/financial controls; Compensation: pay structure/succession; N&CG: governance/ESG |
Fixed Compensation
Policy rates applicable to Dr. Baker’s roles (actual payments will depend on service dates and committee composition post-Annual Meeting):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Non-employee director policy |
| Compensation Committee (member) | $6,000 | Non-chair member fee |
| Nominating & Corporate Governance (Chair) | $10,000 | Chair fee (in lieu of member fee) |
| Clinical Strategy Committee (member) | $6,000 | Committee-specific retainer |
Non-employee director compensation limit: $750,000 per fiscal year ($1,000,000 if first appointed/elected mid-year), including cash and equity at grant date fair value .
Performance Compensation
| Grant Type | Shares | Vesting | Notes |
|---|---|---|---|
| Initial option grant (upon appointment) | 27,500 | One-third vests following grant; remainder vests in 24 equal monthly installments | Granted under 2024 Plan to new non-employee directors |
| Annual option grant | 13,750 | Vests on earlier of one year from grant or next Annual Meeting date | Granted each Annual Meeting to continuing non-employee directors |
Equity plan mechanics: option exercise price ≥ fair market value at grant; change-in-control may accelerate vesting per plan/award terms; plan administrator may reprice options/SARs with participant consent (shareholder-friendly consent requirement) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Galapagos Therapeutics | Executive Director (prior) | Historical board role; no current ARTV-related transaction disclosed |
| Cue Biopharma | Interim CDO (executive, not director) | Adjacent immunology drug development; Board affirmed independence for ARTV; monitor for competitive overlap or collaborations |
Company-level related party transactions involve GC Cell/GC Corp and RA Capital affiliates (manufacturing, licenses, services), but none are attributed to Dr. Baker in the proxy’s related person transactions section .
Expertise & Qualifications
- Deep clinical development leadership (Remicade, Simponi, Stelara) and immunology portfolio stewardship at J&J .
- Academic and clinical credentials (UPenn faculty; specialty rheumatology) with BA Biology (Gettysburg) and M.D. (UPenn) .
- Biotech operating experience (CEO/founder Kira Biotech) and current development leadership at Cue Biopharma .
- Governance: Positioned to chair Nominating & Corporate Governance, bringing structured oversight of board effectiveness and ESG .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Daniel Baker, Ph.D. | 12,221 | <1% | Options exercisable within 60 days of March 31, 2025; initial option grant under 2024 Plan totals 27,500 shares |
Hedging/pledging policy: Directors are prohibited from hedging company stock and from pledging without prior Board approval and pre-clearance by Chief Legal Officer .
Governance Assessment
- Independence and committee leadership: Baker’s independence and expected chairmanship of Nominating & Corporate Governance are positives for board refresh, succession, and ESG oversight, strengthening investor confidence in governance processes .
- Attendance/engagement: While 2024 attendance benchmarks predate his appointment, ARTV’s board and committee cadence appear robust; executive sessions further support independent oversight .
- Pay-for-performance alignment (director): Compensation is standard—cash retainers plus time-vested options; no director performance-based equity (PSUs) disclosed; annual equity remains moderate (13,750 options), within a $750k cap, mitigating pay inflation risk .
- Equity plan features: Evergreen increases (up to 5% annually) and repricing ability with participant consent warrant monitoring for dilution/option economics; however, shareholder approval of share reserve and limits, plus clawback policy, provide safeguards .
- Potential conflicts: His executive role at Cue Biopharma merits oversight for competitive overlap; the board’s independence determination suggests no material conflict, and the proxy discloses no related-party transactions tied to Baker. Maintain watch on future collaborations, licensing, or clinical programs in overlapping indications .
Director Compensation Details (Reference)
| Policy Element | ARTV Non-Employee Director Compensation Policy |
|---|---|
| Base annual retainer | $40,000 |
| Lead independent chair | $30,000 (incremental) |
| Committee member (Audit/Comp/N&CG) | $7,500 / $6,000 / $5,000 (non-chair) |
| Committee chair (Audit/Comp/N&CG) | $15,000 / $12,000 / $10,000 (chair; replaces member fee) |
| Clinical Strategy Committee | $6,000 (member); $15,000 (chair) |
| Technical Operations Committee | $15,000 (member) |
| Initial option grant | 27,500 shares; 1/3 immediate vest, remainder monthly over 24 months |
| Annual option grant | 13,750 shares; vests by next Annual Meeting/one year |
| Annual director grant (aggregate) | 13,750 per director; 110,000 aggregate based on current board size |
| Non-employee compensation cap | $750,000 ($1,000,000 if first appointed/elected mid-year) |
Note: Baker’s specific cash/equity awards will follow the effective dates of his appointment and committee transitions as disclosed (effective following the June 24, 2025 Annual Meeting) .
RED FLAGS and Watch Items
- Equity plan evergreen and potential repricing (with consent) could contribute to dilution or reset economics—monitor grant levels, burn rate, and any repricing actions affecting directors .
- External executive role at Cue Biopharma—monitor for competitive adjacency and any ARTV-Cue dealings; ensure recusals if matters arise .
- No director stock ownership guidelines disclosed—alignment relies on option grants and policy caps; consider investor engagement on formal director ownership guidelines .