Laura Bessen
About Laura Bessen
Independent director with deep medical and biopharma leadership experience. Managing Partner at Maxsam Advisors, LLC since 2021; previously VP, Head of U.S. Medical at Bristol-Myers Squibb (2013–2016) and Medical Director at DuPont Pharmaceuticals (1997–2001). Education: M.D., New York University School of Medicine; B.S. in Biochemistry, SUNY Binghamton; Internal Medicine training at Mount Sinai and Infectious Diseases fellowship at Albert Einstein. Age 60 as of April 2023 (C4 Therapeutics filing). ARTV board service since March 2022.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | VP, Head of U.S. Medical | 2013–2016 | Led U.S. medical affairs strategy and execution. |
| Bristol-Myers Squibb | Various medical leadership roles | 2001–2013 | Senior medical leadership progression. |
| DuPont Pharmaceuticals | Medical Director | 1997–2001 | Medical leadership. |
| Training (Mount Sinai; Albert Einstein) | Internal Medicine; Infectious Diseases fellowship | N/A | Clinical expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C4 Therapeutics (NASDAQ: CCCC) | Director (Class I) | Since Aug 2022 | Board designation and equity grant at appointment; no related-party transactions disclosed at election. |
| Main Line Health System | Board of Governors | Since Jul 2023 | Non-profit governance role. |
Board Governance
- Committee memberships (current):
- Audit Committee (member) – all members independent; each member financially sophisticated; Hougen (Chair).
- Compensation Committee (member) – all members independent; Daniels (Chair).
- Clinical Strategy Committee (member); Miralles (Chair).
- Independence: Audit and Compensation Committees confirm independence of all members; Audit Committee notes financial sophistication.
- Attendance: In 2024, no director attended fewer than 75% of Board and applicable committee meetings.
- Board leadership: Independent, non-executive Chair (Brian Daniels, M.D.).
- Executive sessions: Regularly scheduled among independent directors.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $40,677 |
| Policy – Annual Director Cash Retainer | $40,000 (eligible directors) |
| Policy – Committee Member Cash Retainers | Audit (non-chair) $7,500; Compensation (non-chair) $6,000; Nominating (non-chair) $5,000 |
| Policy – Clinical Strategy Committee Retainer | $6,000 (non-employee directors) |
| Policy – Technical Operations Committee Retainer | $15,000 (non-employee directors) |
| Non-Employee Director Compensation Limit | $750,000 per fiscal year; $1,000,000 if first-year appointment (grant-date fair value basis) |
Note: ARTV moved from a pre-IPO $30,000 annual cash retainer to $40,000 post-IPO under the new policy.
Performance Compensation
| Equity Metric | FY 2024 | Vesting / Terms |
|---|---|---|
| Option Awards (grant-date fair value) | $37,705 | Annual option grant vests on earlier of 1-year anniversary or next annual meeting. |
| Annual Option Grant (policy) | 13,750 shares per non-employee director | Vests as above; granted under 2024 Plan. |
| Initial Option Grant (policy for first appointment) | 27,500 shares | One-third vests at grant; balance over 24 monthly installments. |
| Evergreen pool increases enabling continued equity grants | Plan auto-increase 5% annually; reserve expanded by shareholder vote in Jun 2025 |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| C4 Therapeutics (CCCC) | Public biotech board | Different focus (targeted protein degradation vs ARTV NK-cell programs); no Item 404 related-party transaction at election. |
| Main Line Health System | Non-profit | No issuer conflict disclosed. |
Expertise & Qualifications
- Medical and clinical leadership across pharma; former VP, Head of U.S. Medical at BMS; Infectious Diseases specialist.
- Financial sophistication affirmed by Audit Committee composition; serves on Audit and Compensation Committees.
- Strategic clinical oversight via Clinical Strategy Committee membership.
Equity Ownership
| Ownership Element | As of/Period | Amount |
|---|---|---|
| Beneficial ownership (% of outstanding) | March 31, 2025 | Less than 1% (“*”) |
| Exercisable options (within 60 days) | March 31, 2025 | 13,679 shares |
| Outstanding options (aggregate) | Dec 31, 2024 | 17,098 shares |
| Hedging policy | Ongoing | Hedging in company securities prohibited; options trading prohibited; pledging requires Board approval and pre-clearance. |
| Clawback | Ongoing | Dodd-Frank-compliant clawback policy; equity awards under the 2024 Plan subject to recoupment. |
Governance Assessment
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Strengths:
- Independence and financial sophistication validated by Audit and Compensation Committee membership/charter disclosures.
- Active committee engagement across Audit, Compensation, and Clinical Strategy; supports board effectiveness in oversight of financial reporting, pay practices, and clinical development.
- Attendance threshold met (≥75%); independent chair structure and regular executive sessions bolster oversight.
- Shareholder-friendly policies: hedging prohibition; limited pledging; clawback coverage for equity awards.
-
Watch items / RED FLAGS:
- Pre-IPO option repricing in April 2023 increased directors’ option fair values (incremental fair value to Bessen $16,816) — repricing can be viewed unfavorably by some investors; monitor future equity policy discipline.
- Post-IPO shift to higher fixed cash retainer ($40k vs $30k pre-IPO) increases guaranteed pay; ensure equity remains meaningful to preserve alignment.
- Multiple board roles (ARTV and C4 Therapeutics) raise time-commitment considerations; no specific attendance issues disclosed.
-
Conflicts/Related Party:
- ARTV discloses related-party arrangements with GC Cell/GC Corp and RA Capital affiliates, but no Bessen-specific related-party transactions are identified.
- Audit Committee oversees related-person transactions per policy.
Overall, Bessen’s medical and governance experience, committee roles, and independence support board effectiveness, with attention warranted on historical option repricing and the evolving mix of director cash vs equity compensation.