Karan Takhar
About Karan Takhar
Karan Takhar (age 33) is an independent Class II director at Aura Biosciences; he joined the Board in March 2021 and his current term runs through the 2026 annual meeting . He is Senior Managing Director and Head of Life Sciences Investing at Matrix Capital Management, L.P. (roles since 2013; Senior MD since February 2021), and holds a B.S. in Economics and Mathematics from MIT . He also serves on the public board of Zentalis Pharmaceuticals (Nasdaq: ZNTL) since December 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matrix Capital Management, L.P. | Senior Managing Director; Head of Life Sciences Investing | Feb 2021–present | Leads life sciences investing; increasing responsibility since 2013 |
| Matrix Capital Management, L.P. | Managing Director | Jan 2017–Jan 2021 | Investment leadership |
| Matrix Capital Management, L.P. | Vice President | Jan 2016–Dec 2016 | Investment execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zentalis Pharmaceuticals (Nasdaq: ZNTL) | Director | Dec 2017–present | Public company directorship |
| Matrix Capital Management, L.P. | Senior Managing Director; Head of Life Sciences Investing | Feb 2021–present | Affiliated with a >5% Aura shareholder (Matrix Master Fund) |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules; Takhar is independent .
- Tenure/class: Class II director; term expires 2026 .
- Committee assignments:
- Compensation Committee member (chair: Giovanni Mariggi; committee met 7 times in 2024) .
- Nominating & Corporate Governance Committee member (chair: Antony Mattessich; committee met 3 times in 2024) .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of Board and applicable committee meetings (except Raj Parekh); all directors attended the June 20, 2024 annual meeting except David Johnson .
- Board leadership: Chair of the Board is David Johnson; CEO and Chair roles separated .
- Compensation Committee Interlocks: In 2024, the Compensation Committee consisted of David Johnson and Karan Takhar; neither has been an Aura officer/employee in the past three years; no cross-board compensation committee interlocks disclosed .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Cash fees | Waived; $0 |
| Stock awards (RSUs) | Waived; $0 |
| Option awards | Waived; $0 |
| Total | $0 (compensation waived) |
Policy reference: Standard non-employee director cash retainers are $40,000 for Board members, plus committee/member chair retainers ($7,500/$15,000 Audit; $5,000/$10,000 Compensation; $4,000/$8,000 Nominating & Governance), and equity awards (Initial: 29,000 options + 21,000 RSUs; Annual: 14,500 options + 10,500 RSUs), subject to vesting and change-of-control acceleration; these were amended/restated in June 2024 .
Performance Compensation
| Equity Award Type | Grant Size | Vesting | 2024 Status |
|---|---|---|---|
| Annual RSU | 10,500 shares (policy) | Vests at next annual meeting/1-year post grant | Waived; no grant |
| Annual Option | 14,500 shares (policy) | 100% vests at next annual meeting/1-year post grant | Waived; no grant |
No director performance metrics (e.g., TSR, EBITDA, ESG) are tied to non-employee director compensation; director equity grants (when applicable) are time-based per policy . Aura has adopted an SEC/Nasdaq-compliant clawback policy for executive incentive-based compensation in the event of a financial restatement; this policy applies to executive officers, not directors .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Transaction Detail |
|---|---|---|---|
| Zentalis Pharmaceuticals (Nasdaq: ZNTL) | Public | Director | Current public company directorship |
| Matrix Capital Management Master Fund, L.P. | Shareholder (Aura) | Affiliate of Takhar via Matrix | Beneficial owner of 6,922,870 Aura shares (13.8%); purchased 1,560,000 shares in Aura’s Nov 2023 public offering for $14.04M |
Expertise & Qualifications
- Life sciences/biotech investing expertise; Senior Managing Director at Matrix Capital Management leading life sciences investing .
- Public company board experience at Zentalis (ZNTL) since 2017 .
- Quantitative/technical background: B.S. in Economics and Mathematics (MIT) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Karan Takhar (individual) | 0 | 0% | No individual beneficial ownership disclosed |
| Matrix Capital Management Master Fund, L.P. (affiliated with Takhar) | 6,922,870 | 13.8% | Matrix is a >5% holder; Takhar is a senior managing director and may be deemed to have voting/dispositive power over Matrix-held shares |
Trading/hedging policy: Aura’s insider trading policy prohibits derivative transactions and highlights risks of margin/pledging; derivative purchases providing economic equivalent of ownership are expressly prohibited .
Governance Assessment
-
Strengths:
- Independent director with deep life sciences investing experience; sits on Compensation and Nominating & Governance committees, which met 7 and 3 times respectively in 2024, supporting board effectiveness .
- Attendance: ≥75% meeting participation, plus presence at 2024 annual meeting (only Johnson absent), indicating engagement .
- Waiver of all director compensation (cash and equity) in 2024 removes pay concerns and potential incentives misalignment tied to director cash/equity awards .
- Robust related-party transaction policy under Audit Committee oversight; matrix purchase occurred at public offering terms; governance controls disclosed .
-
Potential Conflicts/Red Flags:
- Affiliation with Matrix Capital, a 13.8% Aura shareholder that participated in the Nov 2023 offering, creates a structural related-party sensitivity; while disclosed and subject to policy oversight, investors should monitor conflict management and recusal practices on matters affecting large shareholders .
- Aura is an “emerging growth company” and does not conduct say‑on‑pay votes; while appropriate under regulation, it reduces direct shareholder feedback on compensation frameworks versus mature issuers .
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Other notes:
- No material legal proceedings involving directors; no family relationships; indemnification agreements in place for directors .
- Board leadership separated (Chair vs. CEO), with risk oversight described across committees, aligning with governance best practices .
Board Governance (Detail)
| Item | Disclosure |
|---|---|
| Independence | Independent under Nasdaq/SEC rules |
| Board class/term | Class II; term ends at 2026 annual meeting |
| Committees | Compensation Committee (member); Nominating & Governance Committee (member) |
| Committee chairs | Compensation Chair: Giovanni Mariggi; Nominating & Governance Chair: Antony Mattessich |
| Meetings in 2024 | Board: 7; Compensation: 7; Nominating & Governance: 3 |
| Attendance | ≥75% for Board/committees (except Raj Parekh); attended 2024 annual meeting |
Fixed Compensation (Policy Reference)
| Fee Component | Amount |
|---|---|
| Board annual retainer (member) | $40,000 |
| Non‑executive Chair retainer | $30,000 |
| Audit Committee member/chair | $7,500 / $15,000 |
| Compensation Committee member/chair | $5,000 / $10,000 |
| Nominating & Governance member/chair | $4,000 / $8,000 |
| Initial equity award (new directors) | 29,000 options + 21,000 RSUs; vests over 3 years |
| Annual equity award (continuing directors) | 14,500 options + 10,500 RSUs; vests at ~1 year/next AGM; full acceleration on sale |
Related Party Transactions (Context)
- Matrix Capital Management Master Fund, L.P. purchased 1,560,000 Aura shares at $9.00/share in the November 2023 public offering ($14.04M total); Matrix is a >5% holder and is affiliated with Takhar; transactions above $120,000 require Audit Committee approval per policy .
- Written related-party transactions policy assigns primary review/approval to the Audit Committee; indemnification agreements in place for directors/officers .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, Aura is not required to conduct advisory votes on NEO compensation; Aura expects to remain EGC until meeting exit criteria (e.g., 5-year anniversary, revenue threshold, debt issuance, or large accelerated filer status) .