Kiran Mazumdar-Shaw
About Kiran Mazumdar-Shaw
Kiran Mazumdar-Shaw (age 72) has served as a Class I director of Bicara Therapeutics Inc. (BCAX) since December 2018; she is up for re-election in 2025. She founded Biocon Limited in 1978 and serves as Executive Chairperson (since November 1978), is Executive Chairperson of Biocon Biologics Limited (since January 2021), and Non‑Executive Chairperson of Syngene International Limited (since April 2020); she holds a B.Sc. (Honours) in Zoology from Bangalore University and a postgraduate credential in Malting and Brewing from Ballarat College, Melbourne University, with multiple honorary degrees. She is the aunt of BCAX’s CEO, Dr. Claire Mazumdar, and the board has determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biocon Limited | Founder; Executive Chairperson | Executive Chairperson since Nov 1978 | Pioneering biotech entrepreneur; strategic leadership at a >5% BCAX stockholder’s affiliate |
| Biocon Biologics Limited | Executive Chairperson | Executive Chairperson since Jan 2021 | Oversees biosimilars affiliate that supplies BCAX under manufacturing/service agreements |
| Syngene International Limited | Non‑Executive Chairperson | Non‑Executive Chairperson since Apr 2020 | Chairs CRO/CDMO affiliate with multi-year service agreements and substantial payments from BCAX |
External Roles
| Organization | Role | Public/Private | Interlock/Relation to BCAX |
|---|---|---|---|
| Biocon Limited | Executive Chairperson | Public (India) | Entities affiliated with Biocon own 10.1% of BCAX; Kiran may be deemed to beneficially own those shares |
| Biocon Biologics Limited | Executive Chairperson | Subsidiary/Affiliate | Manufacturing and supply agreements; R&D expenses $1.2M (2023) and $1.0M (2024) |
| Syngene International Limited | Non‑Executive Chairperson | Public (India) | Master services and manufacturing agreements; payments $7,738,383 (2023) and $9,830,124 (2024) |
Board Governance
- Committees: Member, Nominating and Corporate Governance Committee; chair is Nils Lonberg. Not on Audit or Compensation Committees.
- Independence: Board determined she is independent (Nasdaq/SEC), while noting family relationship to CEO; only CEO and President/COO are non‑independent.
- Attendance: She was the only director who did not meet ≥75% attendance across board and committee meetings in 2024; full board met six times, audit (2), compensation (3), nom/gov (1).
- Board leadership: Michael Powell is chair; CEO and chair roles are separated, with board overseeing risk through committees.
Fixed Compensation
| Year | Cash Fees ($) | Committee Chair Fees ($) | Committee Member Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 13,152 | — | Included in fees; policy rates: Audit member $7,500; Comp member $5,000; Nominating/Gov member $4,000; Board member $40,000; additional chair/lead independent retainers as listed | Director compensation policy effective upon IPO (Sep 2024); fees pro‑rated; she is not a committee chair |
Performance Compensation
| Grant Type | Grant/Approval Context | Shares/Options | Exercise Price | Grant Date Vesting | Accelerated Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual stock option award (2024 Plan) | IPO‑related director option grants approved Sep 2024 | 23,746 options | Equal to FMV on grant date | Vests in full on earlier of 2025 annual meeting or one‑year anniversary, subject to continued service | Full acceleration upon sale of the Company | 319,749 aggregate option award fair value reported for 2024 |
- Her total 2024 equity compensation was option awards with aggregate grant‑date fair value of $319,749, calculated under FASB ASC 718.
Other Directorships & Interlocks
| Counterparty | Nature of Relationship | Transaction Type | 2023 Amount | 2024 Amount | Governance Consideration |
|---|---|---|---|---|---|
| Syngene International Limited | Affiliate of Biocon; Kiran is Non‑Exec Chair | Contract research, project management, manufacturing; dedicated services MSA | $7,738,383 | $9,830,124 | Related‑party transactions reviewed under policy; potential conflict due to chair role and family/affiliation |
| Biocon Biologics Limited | Affiliate of Biocon; Kiran is Exec Chair | Manufacturing and supply agreements | $1.2M R&D expense | $1.0M R&D expense | Affiliate transactions in ordinary course; zero owed at year‑end; oversight by Audit Committee |
Expertise & Qualifications
- Biotech founding CEO/chair experience across biopharma, biosimilars, and CRO/CDMO; extensive board service across private and public institutions.
- Academic credentials in zoology and brewing; numerous honorary degrees; recognized healthcare visionary.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kiran Mazumdar-Shaw | 6,328,894 | 11.6% | Includes shares she may be deemed to beneficially own via Biocon Ltd and Biocon Pharma Inc.; Biocon affiliates collectively hold 10.1% |
| Options Outstanding (Kiran) | 32,080 | — | As of Dec 31, 2024; director options under 2024 Plan vesting as disclosed |
Governance Assessment
- Strengths: Significant industry leadership and network; independent director status confirmed; equity‑heavy director pay aligns incentives with shareholder outcomes; separation of CEO/chair enhances oversight.
- Red flags: Sub‑75% attendance in 2024 undermines engagement and committee effectiveness; family relationship to CEO (aunt/niece) presents perceived independence risk notwithstanding board’s independence determination.
- Conflicts/related parties: Chair roles at Biocon/Biocon Biologics/Syngene coincide with material related‑party transactions (Syngene $7.74M in 2023; $9.83M in 2024; BBL $1.2M in 2023; $1.0M in 2024). Audit Committee reviews related‑party transactions, but recurring scale merits continued scrutiny.
- Ownership alignment: High beneficial ownership (11.6%) supports skin‑in‑the‑game; policy restricts hedging/derivative transactions; insider trading policy on hedging/derivatives reduces misalignment risk.
Additional Governance Context (Company‑wide policies relevant to director oversight)
- Clawback policy: SEC/Nasdaq‑compliant compensation recovery policy applies to incentive‑based comp of executive officers upon restatement.
- Trading/hedging policy: Prohibits derivative transactions; addresses risks around margin/pledging; Rule 10b5‑1 plan policy in place.