Claire Mazumdar
About Claire Mazumdar
Claire Mazumdar, Ph.D., M.B.A., is Chief Executive Officer of Bicara Therapeutics and a Class III director since January 2020; age 35 as of the April 14, 2025 record date . She holds a BS in Biological Engineering from MIT, a Ph.D. in Cancer Biology from Stanford School of Medicine, and an M.B.A. from Stanford Graduate School of Business . Under her tenure, Bicara advanced ficerafusp alfa into a pivotal Phase 2/3 trial and secured FDA Breakthrough Therapy Designation in 1L HPV-negative HNSCC in 2025; Bicara reported cash, cash equivalents and investments of $407.6 million at 9/30/2025 and expects runway into H1 2029 . Bicara is an emerging growth company and does not provide pay-versus-performance TSR disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rheos Medicines, Inc. | Head of Business Development and Corporate Strategy | 2017–2019 | Culminated in a multi-target discovery partnership with Roche |
| Third Rock Ventures, LLC | Investment Professional | 2017–2019 | Venture investing experience in life sciences |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in proxy biography |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $517,500 (reflects partial-year with increase to $560,000 effective 9/16/2024) |
| Target Bonus % | Not explicitly stated for year; pre-IPO target was 45% (CEO) | 45% pre-IPO; 55% post-IPO (from 9/16/2024) |
| Annual Bonus Paid ($) | $180,000 | $287,000 (paid Q1 2025) |
| Milestone Bonus ($) | $20,000 | $10,000 (clinical development milestones) |
| 401(k) Contributions ($) | — | $15,300 (employer profit sharing + match) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash incentive (corporate objectives, non-formulaic) | Not disclosed | 55% of base (post-IPO) | Company objectives achieved as determined by Board | $287,000 (paid Q1 2025) | Annual; paid following year |
| Milestone bonus (clinical development goals) | Not disclosed | Not disclosed | Goals achieved | $10,000 | As milestone completed |
Notes: Bicara’s 2024 annual bonuses were based on “non-formulaic performance objectives” set by the Board; detailed metrics and weightings are not disclosed .
Equity Ownership & Alignment
| Beneficial Ownership | Shares | Ownership % |
|---|---|---|
| Total beneficial ownership (CEO) | 999,045 | 1.8% |
| Outstanding Equity Awards (Selected CEO Grants) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Option grant 8/13/2024 (2019 Plan; vest in 16 equal quarterly installments) | 71,334 | 1,070,008 | 9.24 | 8/13/2034 |
| Option grant 12/14/2023 | 148,756 | 446,256 | 5.45 | 12/14/2033 |
| Option grant 8/8/2023 | 69,882 | 256,225 | 3.79 | 8/8/2033 |
| Option grant 4/5/2023 | 23,056 | 114,944 | 3.79 | 4/5/2033 |
Additional alignment and risk controls:
- Hedging/derivatives prohibited; policy highlights risks of margin/pledging arrangements; Rule 10b5-1 plans permitted . No disclosure of pledging by Claire; pledging noted only in CFO’s 2021 note (pledged 66,676 restricted shares; repaid in full June 2024) .
- Director equity policies: non-employee directors receive options with vesting and full acceleration upon sale; executives do not receive director pay .
Employment Terms
| Scenario | Severance Cash | Bonus | Equity Acceleration | COBRA |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (outside CIC period) | Base salary continuation for 12 months | No pro-rata bonus (Second Amended Agreements); year-prior unpaid bonus payable; pro-rata only for death/disability | None (time-based awards not accelerated) | Company-paid portion up to 12 months |
| Termination without Cause or for Good Reason within CIC period (not a “Specified Transaction”) | Lump sum equal to 12 months base salary (or pre-CIC higher amount) | Not specified; Second Amended Agreements removed pro-rata bonus except death/disability | Full acceleration of time-based stock options/awards | Company-paid portion up to 12 months |
| Termination without Cause or for Good Reason within CIC period AND CIC is a “Specified Transaction” | Lump sum 1.5× (base salary + target bonus) for CEO; 1.5× applies to CEO and President; CFO receives 1.0× (base + target) | Included in multiplier via target bonus | Full acceleration of time-based stock options/awards | Company-paid portion up to 18 months (CEO/President); 12 months (CFO) |
| Death or Disability | Pro-rata target bonus for year of termination (subject to performance goals) | Pro-rata | Not disclosed | Not disclosed |
| Golden parachute excise taxes | Cutback to avoid 4999 excise tax if it yields higher net after-tax benefit; no tax gross-ups |
Other terms:
- At-will employment; initial base $560,000 and target bonus 55% effective at IPO close (9/16/2024) .
- Confidential information, IP assignment, non-compete and non-solicitation agreements in place .
Board Governance
- Role and term: CEO and Class III director; term expires at 2027 Annual Meeting .
- Independence: Board determined Claire is not independent due to management role; most directors are independent; notes family relationship—Claire is niece of director Kiran Mazumdar-Shaw .
- Board leadership: Chairperson is independent director Michael Powell; roles of CEO and Chair are separated .
- Committees: CEO is not listed on audit, compensation, or nominating committees. Audit: Powell, Ng, Robertson (Chair: Robertson) ; Compensation: Powell, Bowden, Haviland (Chair: Powell) ; Nominating: Lonberg (Chair), Simson, Kiran Mazumdar-Shaw .
- Meetings: Full board met six times in 2024; attendance threshold met for all except Kiran Mazumdar‑Shaw .
- Trading policy, hedging/pledging: Derivative transactions prohibited; 10b5-1 plans allowed .
- Executive sessions, Lead Independent Director: Retainer structure anticipates Lead Independent Director role, but no specific designation disclosed .
Director Compensation
| Item | Detail |
|---|---|
| CEO director stipend | No additional compensation for board service; executive pay covers service |
| Non-employee director program (context) | Cash retainers and option grants; annual and initial awards; full acceleration upon sale; caps of $1,000,000 first year/$750,000 thereafter |
Compensation Structure Analysis
- Shift in cash vs equity: 2024 CEO compensation heavily equity-weighted ($8.09 million option grant-date value vs $0.82 million cash and benefits), increasing at-risk pay tied to long-term stock value . Base salary and target bonus increased at IPO (base to $560,000; target to 55%) .
- Instruments: Time-based stock options; no PSUs/RSUs disclosed for CEO, implying higher sensitivity to stock appreciation but less direct linkage to specific operating metrics .
- Clawback: SEC/Nasdaq-compliant clawback policy for incentive-based pay tied to financial reporting measures .
- Discretionary elements: Annual bonuses based on non-formulaic corporate objectives; milestone bonuses used for specific clinical goals .
- Tax: No gross-ups; excise tax cutback provision to maximize net after-tax outcomes .
- Perquisites: None significant; 401(k) match and profit-sharing provided .
Equity Ownership & Alignment – Additional Details
| Policy/Practice | Disclosure |
|---|---|
| Stock ownership guidelines (executives) | Not disclosed |
| Hedging/derivatives | Prohibited by insider trading policy |
| Pledging | Policy flags risk; no pledge disclosed for CEO; CFO previously pledged restricted shares in 2021 and repaid note in 2024 |
| 10b5-1 plans | Permitted under policy |
Employment & Contracts
| Term | Disclosure |
|---|---|
| Start date | CEO since January 2020 |
| Contract term | At-will; Second Amended Employment Agreement effective at IPO close (9/16/2024) |
| Auto-renewal | Not applicable (at-will) |
| Non-compete / non-solicit | Standard forms executed; durations not disclosed |
| Garden leave | Not disclosed |
| Post-termination consulting | Not disclosed |
Performance & Track Record
| Area | Highlights |
|---|---|
| Clinical execution | Initiated dosing in pivotal Phase 2/3 FORTIFI-HN01 trial (Feb 2025) |
| Regulatory milestones | FDA Breakthrough Therapy Designation in 1L HPV-negative HNSCC (Nov 2025) |
| Financial position | Cash, cash equivalents and investments $407.6 million at 9/30/2025; runway into H1 2029 |
Related Party Transactions and Red Flags
- Family/affiliation: Claire is niece of director Kiran Mazumdar‑Shaw; board has related-party review policies and audit committee approval requirements .
- Syngene/Biocon relationships: Significant R&D/manufacturing services with Syngene (affiliated with Biocon) totaling $9.83 million in 2024 and $7.74 million in 2023; additional agreements with Biocon Biologics .
- CFO pledge: CFO’s 2021 full-recourse note secured by restricted stock; repaid in full June 2024; highlights pledge risk addressed by policy .
- Legal proceedings: None material for directors/officers disclosed .
- Say-on-pay: Not required while EGC (reduced shareholder feedback mechanism) .
Compensation Committee Analysis
- Composition: Powell (Chair), Bowden, Haviland; all independent under Nasdaq .
- Consultant: Pearl Meyer engaged; no conflicts; advises on executive and director compensation and market benchmarking .
Say-On-Pay & Shareholder Feedback
- EGC status exempts Bicara from advisory votes on executive compensation and pay-vs-performance disclosures during the EGC period .
Expertise & Qualifications
| Credential | Detail |
|---|---|
| Degrees | BS (MIT); Ph.D. Cancer Biology (Stanford School of Medicine); M.B.A. (Stanford GSB) |
| Functional expertise | Corporate strategy, business development, oncology drug development; venture investing |
| Board qualifications | Senior management experience in biopharmaceutical industry |
Investment Implications
- Alignment: CEO’s 1.8% beneficial stake paired with substantial time-based option grants aligns incentives with long-term equity value; quarterly vesting may add periodic supply pressure but policy permits 10b5-1 plans and prohibits derivatives, mitigating opportunistic trading risks .
- Retention: Double-trigger change-of-control protection with 1.5× cash multiple (base + target) for specified transactions and full acceleration of time-based equity strengthens retention through pivotal trial milestones; outside CIC, severance is 12 months salary continuation .
- Governance: Separation of Chair/CEO is positive; however, family tie to a significant shareholder and vendor affiliations (Biocon/Syngene) necessitate continued audit committee oversight to avoid conflicts .
- Execution focus: Regulatory progress (BTD) and pivotal trial enrollment support a value-creation thesis under current leadership; cash runway into H1 2029 reduces near-term financing overhang as development costs scale .
All information above is sourced from Bicara Therapeutics’ 2025 DEF 14A and 8-Ks as cited.