Michael Powell
About Michael Powell
Michael Powell, Ph.D., is an independent director and the Chairperson of Bicara Therapeutics’ board since August 2024. He is 70 years old and has extensive venture investing and board leadership experience across biopharma, including prior senior roles at Sofinnova Investments and current advisory roles at Omega Funds . Powell holds a Ph.D. in Physical Chemistry from the University of Toronto and completed post-doctoral work in Bioorganic Chemistry at the University of California as a NSERC Scholar . His current Class III term expires at the 2027 annual meeting; he meets Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sofinnova Investments | General Partner | Aug 1997 – Jun 2021 | Led biopharma investments; chaired and served on multiple portfolio boards |
| Checkmate Pharmaceuticals (NASDAQ: CMPI) | Chair and Director | Jul 2015 – May 2022 | Board leadership through development-stage milestones and eventual sale |
| Galera Therapeutics (NASDAQ: GRTX) | Director | Nov 2016 – Dec 2024 | Oversight during late-stage clinical programs and financing cycles |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Omega Funds | Executive Partner & Venture Advisor | Aug 2021 – Present | Life sciences venture advisory; network ties to growth-stage and public biotech |
Board Governance
| Attribute | Detail |
|---|---|
| Board Leadership | Chairperson of the Board (separate from CEO), reinforcing independent oversight |
| Independence | Determined independent by the Board (Nasdaq/SEC standards) |
| Committees | Compensation Committee (Chair); Audit Committee (Member) |
| Committee Independence | Compensation and Audit committees comprised of independent directors |
| Committee Activity | Compensation Committee met 3 times in 2024; Audit Committee met 2 times in 2024 |
| Attendance | Met the ≥75% attendance threshold in 2024; only one director fell below (not Powell) |
| Risk Oversight | Board oversees major risk exposures; Audit Committee reviews related-person transactions |
Fixed Compensation
| Component | Amount/Policy | 2024 Actual (Powell) |
|---|---|---|
| Board Cash Retainer | $40,000 annual cash retainer for board members | Part-year cash fees: $35,190 |
| Non-Exec Chair Add’l Retainer | $30,000 annual (if applicable) | Eligible as Chairperson; included in cash policy framework |
| Committee Retainers | Audit: $7,500 member / $15,000 chair; Compensation: $5,000 member / $10,000 chair; Nominating: $4,000 member / $8,000 chair | Compensation Committee Chair; Audit Committee Member |
| Meeting Fees | Not disclosed (policy uses retainers, not per-meeting fees) | — |
| Annual Cap | $1,000,000 in first year as director; $750,000 otherwise | Within cap |
Performance Compensation
| Equity Component | Grant Structure | Vesting | 2024 Award (Powell) |
|---|---|---|---|
| Initial Award (new directors) | Option to purchase 47,492 shares | 1/3 at year 1; remainder monthly over next 2 years; 10-year term; FMV strike on grant date; full acceleration upon sale of Company | Included in 2024 option awards (aggregate fair value captured below) |
| Annual Award (continuing directors) | Option to purchase 23,746 shares | Vests on earlier of 1-year anniversary or next Annual Meeting; 10-year term; FMV strike; full acceleration upon sale of Company | Pro-rata mechanics apply if joined off-cycle |
| 2024 Option Awards (Fair Value) | Accounting grant-date fair value (ASC 718) | N/A (accounting value, not market) | $421,685 |
| Outstanding Options (as of 12/31/2024) | Count | N/A | 59,501 options |
Notable features: Director equity is entirely time-based options; awards accelerate upon a sale of the Company (change-of-control), which can create incentives around strategic transactions .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Note |
|---|---|---|
| Galera Therapeutics (NASDAQ: GRTX) | Director (ended Dec 2024) | External public board experience; no current BCAX transaction disclosed |
| Checkmate Pharmaceuticals (NASDAQ: CMPI) | Chair/Director (ended May 2022) | Prior chair tenure; now inactive for Powell |
| Omega Funds | Executive Partner & Venture Advisor | Omega Fund VII, L.P. participated in BCAX preferred financings in 2023 (5%+ holder at time); no 2024 related-party transaction with Omega disclosed |
Expertise & Qualifications
- Venture-backed biopharma governance, capital allocation, and late-stage development oversight .
- Scientific literacy with Ph.D. in Physical Chemistry and bioorganic post-doctoral training .
- Prior chair roles and audit/compensation committee work across multiple biopharmas .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of 4/14/2025) | 11,157 shares | Less than 1% of 54,536,218 shares outstanding |
| Outstanding Options (12/31/2024) | 59,501 options | Exercisability per grant terms; fair value accounting separate from market value |
| Pledging/Hedging | Company policy prohibits pledging and derivatives for directors and officers |
Governance Assessment
- Strengths: Independent Chair separate from CEO enhances oversight; Powell chairs the Compensation Committee and sits on Audit, bringing investor discipline and cross-functional governance; committees meet regularly and are fully independent .
- Alignment: Director pay mixes modest cash retainers with option-based equity; Powell’s 2024 cash ($35,190) and option grant (fair value $421,685) reflect standard practice and partial-year service; beneficial ownership is small but complemented by option exposure .
- Clawbacks & Controls: Formal clawback policy aligned with SEC/Nasdaq; insider trading policy bans hedging/pledging; Audit Committee reviews related-person transactions .
- Network & Conflicts: Potential perceived conflicts via investor-affiliated directors (RA Capital, TPG) and Biocon relationships (including family tie between CEO and Biocon’s Executive Chairperson); Omega Funds (Powell’s affiliation) participated in BCAX financings in 2023. No 2024 related-party transactions disclosed with Omega; Board and Audit Committee oversee related-party policies and approvals .
- Attendance & Engagement: Powell met ≥75% attendance threshold in 2024; board met 6 times; compensation and audit committees were active .
RED FLAGS
- Accelerated vesting of director equity upon sale of Company may incentivize near-term transactions over long-term value creation .
- Multiple investor-affiliated directors (RA Capital, TPG) and Biocon agreements (Syngene/BBL) with significant payments could signal dependency on related parties; Audit Committee oversight mitigates but warrants monitoring .
- Family relationship between CEO (Claire Mazumdar) and director Kiran Mazumdar-Shaw (aunt), alongside Biocon-affiliated transactions; independent committee review is in place but represents governance sensitivity .
Overall investor confidence signal: Powell’s independent chairmanship and committee leadership are positives for oversight and pay discipline; related-party ecosystem (Biocon, RA, TPG; historic Omega involvement) increases the importance of strict enforcement of related-person policies and clear disclosure of director independence and recusals in relevant decisions .