Carolyn Ng
About Carolyn Ng
Carolyn Ng, Ph.D., is a Class II independent director of Bicara Therapeutics (BCAX), serving since December 2023; her current term expires at the 2026 annual meeting and she was 41 years old as of the April 14, 2025 record date . She is Partner and Managing Director at TPG Life Sciences Innovations, leading investments across therapeutic areas since October 2021; previously she was Managing Director and co-Head of the investment team at Vertex Ventures HC (2015–2021) . Dr. Ng holds a Ph.D. in Cancer Molecular Biology and a B.S. in Pharmacy (first class honors) from the National University of Singapore, and was an NGS Integrative Sciences and Technology scholarship recipient .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Ventures HC | Managing Director; co-Head of investment team | Feb 2015 – Sep 2021 | Led healthcare investment team |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Life Sciences Innovations | Partner & Managing Director | Oct 2021 – Present | Leads investments across therapeutic areas |
| Bicycle Therapeutics PLC (NASDAQ: BCYC) | Director | Jun 2017 – Aug 2020 | Board service during growth phase |
| Boundless Bio, Inc. (NASDAQ: BOLD) | Director | Jun 2019 – Sep 2021 | Board service pre-IPO |
| Numerous private life sciences companies | Director | Ongoing | Multiple private boards |
Board Governance
- Independence: The board determined all directors except the CEO (Claire Mazumdar) and President/COO (Ryan Cohlhepp) are independent; this includes Dr. Ng under Nasdaq and SEC rules .
- Committees:
- Audit Committee member; Audit Committee chaired by Scott Robertson; audit committee met twice in 2024; Robertson is designated “audit committee financial expert” (Ng is not the designated expert) .
- Not a member of the Compensation Committee (members: Michael Powell [Chair], Christopher Bowden, Kate Haviland) .
- Not a member of Nominating & Corporate Governance Committee (members: Nils Lonberg [Chair], Jake Simson, Kiran Mazumdar-Shaw) .
- Attendance: The full board met six times in 2024; each director except Kiran Mazumdar-Shaw attended or participated in 75% or more of aggregate board/committee meetings on which they served, implying Dr. Ng met the ≥75% threshold .
- Class/Term: Class II; term expires at 2026 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $0 | Dr. Ng waived rights to participate in the non‑employee director compensation program due to TPG LSI affiliation; receives no cash fees . |
| Audit committee member retainer | $0 | Waiver covers committee fees . |
| Committee chair fees | $0 | Not a chair; waiver in effect . |
| Meeting fees | $0 | No meeting fee program disclosed; waiver applies . |
| Equity awards (options/RSUs/DSUs) | $0 | Dr. Ng receives no equity awards under the director program . |
Contextual policy (applies to other non-employee directors, not to Ng):
- Standard cash retainers: Board member $40,000; non‑executive chair +$30,000; lead independent +$20,000; Audit member $7,500/chair $15,000; Compensation member $5,000/chair $10,000; Nominating member $4,000/chair $8,000 .
- Initial option award (non-employee directors): 47,492 shares, 3‑year vest; Annual award: 23,746 shares, 1‑year vest; full acceleration upon sale of Company .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, revenue, EBITDA, ESG goals | No | Director equity awards are time‑based options; no performance metrics disclosed. Dr. Ng waived participation . |
Clawback/Trading Policies:
- Compensation recovery policy (clawback) applies to executive incentive-based compensation upon restatement; no director-specific performance pay to claw back .
- Insider trading policy prohibits derivative transactions; Rule 10b5‑1 plan policy in place; margin/pledging risks noted, but no pledge prohibitions stated; no pledging by Dr. Ng disclosed .
Other Directorships & Interlocks
| Entity | Nature of Interlock | Potential Conflict Considerations |
|---|---|---|
| TPG LSI Rise Butterfly LP (affiliated with TPG) | 5%+ shareholder; purchased 18,121,194 Series C preferred for ~$25.0M (Dec 2023) | Dr. Ng is Partner & MD at TPG LSI; board member at BCAX. Affiliation with significant shareholder while serving on the Audit Committee merits monitoring for related party oversight and independence rigor . |
| TPG-affiliated entities | Purchased 1,050,000 IPO shares for $18.9M (Sep 2024) | Ongoing significant ownership (TPG GP A, LLC beneficially owns 5.5%) ; audit committee reviews related-person transactions . |
| Bicycle Therapeutics (BCYC) | Prior public company board service (2017–2020) | No BCAX transaction disclosed with BCYC . |
| Boundless Bio (BOLD) | Prior public company board service (2019–2021) | No BCAX transaction disclosed with BOLD . |
Expertise & Qualifications
- Life sciences investment leader with deep boardroom experience at public and private biopharma companies; brings capital markets and portfolio construction perspective to BCAX .
- Scientific training (Ph.D. in Cancer Molecular Biology; Pharmacy B.S.) provides domain expertise relevant to BCAX’s oncology programs .
- Audit Committee member; though not designated the audit financial expert, contributes to financial oversight and risk monitoring .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options (Exercisable/Unexercisable) | Pledged/Hedging |
|---|---|---|---|---|
| Carolyn Ng, Ph.D. | — | <1% (asterisk) | None; she had no outstanding director options at 12/31/2024 due to waiver | Company policy prohibits derivative transactions; no pledging by Ng disclosed |
| TPG GP A, LLC (affiliated) | 3,010,425 | 5.5% | N/A | N/A |
Related-Party Exposure (Shareholder Transactions)
| Transaction | Date | Entity | Amount | Notes |
|---|---|---|---|---|
| Series C Preferred financing | Dec 2023 | TPG LSI Rise Butterfly LP | $24,999,999.25 for 18,121,194 shares | Converted to common at IPO; TPG affiliates are 5%+ holders . |
| IPO participation | Sep 2024 | TPG-affiliated entities | $18,900,000 for 1,050,000 common shares | Continued significant ownership post-IPO . |
Governance Assessment
-
Positives
- Independent director status under Nasdaq/SEC; sits on the Audit Committee, enhancing oversight of financial reporting and related-person transactions .
- Strong attendance (≥75%) across board/committee meetings in 2024; maintains engagement .
- Waived director compensation and equity awards due to TPG affiliation, mitigating direct pay-related conflicts and avoiding personal option awards while affiliated with a major shareholder .
-
Watch items / RED FLAGS to monitor
- Affiliation with a 5%+ shareholder (TPG) while serving on the Audit Committee can raise perceived independence concerns despite formal independence; audit committee should continue robust review of related-party transactions and ensure recusals as appropriate .
- No direct beneficial ownership disclosed for Dr. Ng (—; <1%), which may reduce personal “skin-in-the-game”; alignment is indirect via TPG’s stake .
-
Structural safeguards
- Audit Committee chartered to review/approve related-person transactions; board maintains a clawback policy; insider trading policy restricts derivatives and formalizes 10b5‑1 practices .