Nils Lonberg
About Nils Lonberg
Independent Class II director of Bicara Therapeutics (BCAX), age 69, serving since 2019; former Chairperson of the Board until August 2024. Ph.D. in Biochemistry and Molecular Biology from Harvard University; postdoctoral fellow at Memorial Sloan Kettering Cancer Center; elected to the National Academy of Engineering in 2015. Currently Executive in Residence at Canaan Partners, focusing on life sciences investments. Term as Class II director expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bicara Therapeutics Inc. | Chairperson of the Board (prior), Director | Chair through Aug 2024; Director since Apr 2019 | Led board until Aug 2024; continued as independent director |
| Bristol-Myers Squibb Co. | Vice President, Oncology Discovery Biology | Sep 2009 – Apr 2019 | Led drug discovery for targeted and immuno-oncology agents |
| Memorial Sloan Kettering Cancer Center | Postdoctoral Fellow | Prior to industry roles | Scientific training and research credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Canaan Partners | Executive in Residence | Since May 2019 | Focus on life sciences investments |
| Various private companies | Director | Ongoing | Serves on boards of private life sciences companies |
Board Governance
- Class II director; term expires at the 2026 annual meeting. Independent under Nasdaq and SEC rules (board determined all directors except the CEO and President/COO are independent).
- Committees: Chair, Nominating and Corporate Governance Committee; members Jake Simson, Ph.D., and Kiran Mazumdar-Shaw; committee met once in 2024. Not listed on Audit or Compensation Committees.
- Board leadership: Chairperson role separated from CEO; current chair is Michael Powell (since Aug 2024).
- Attendance: The full board met six times in 2024; each director except Kiran Mazumdar-Shaw attended at least 75% of combined board and committee meetings—Lonberg met or exceeded this threshold.
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $45,000 | Fees earned or paid in cash for board service in 2024 |
| Director Retainer Policy (effective Sept 2024) | Board member $40,000; Lead independent $20,000; Non-exec chair $30,000 | Annual cash retainers, prorated for partial year after IPO |
| Committee Chair Fees | Audit $15,000; Compensation $10,000; Nominating & Gov $8,000 | Lonberg chairs Nominating & Gov Committee (prorated in 2024) |
Performance Compensation
| Equity Award | Grant/Share Details | Fair Value (2024) | Vesting Terms |
|---|---|---|---|
| Non-employee director option awards | Options outstanding as of 12/31/2024: 62,030 shares | $319,749 (aggregate grant-date fair value for 2024) | Time-based; IPO-related annual award of 23,746 options (Sept 2024) vests on earlier of 2025 annual meeting or one-year; full acceleration upon sale of Company |
| Performance Metrics | None disclosed for director equity | — | Director awards are time-based, not tied to revenue/EBITDA/TSR metrics |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Various private companies | Private | Director | Not individually named; no related-party transactions disclosed involving Lonberg or Canaan Partners |
Expertise & Qualifications
- Oncology discovery leadership (BMS VP for targeted and immuno-oncology drug discovery).
- Venture investing and governance expertise (Executive in Residence at Canaan Partners; private company board experience).
- Technical credentials: Harvard Ph.D.; MSKCC postdoc; National Academy of Engineering (2015).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nils Lonberg, Ph.D. | 63,933 | <1% | Beneficial ownership below 1%; options outstanding noted separately |
| Policy on hedging/pledging | Prohibited | — | Insider trading policy expressly prohibits derivative transactions and pledging of Company stock |
Governance Assessment
- Independence and Committee Leadership: Lonberg is an independent director and chairs the Nominating & Corporate Governance Committee, aligning with strong board process oversight (director selection, governance guidelines).
- Engagement: Board met six times; Lonberg met or exceeded 75% attendance; Nominating & Governance met once—low frequency consistent with IPO-year stabilization but places more emphasis on effective chair-level work between meetings.
- Pay Mix & Alignment: Director compensation is predominantly time-based stock options plus modest cash retainers; no performance metrics tied to director awards, which is typical but reduces direct pay-for-performance linkage. IPO grants included accelerated vesting on change-of-control—standard but worth monitoring.
- Ownership: Beneficial ownership is <1%; options provide upside alignment. Company prohibits hedging/pledging, which supports alignment and reduces risk of forced sales.
- Potential Conflicts: No related-party transactions disclosed involving Lonberg or Canaan Partners. Broader board context includes significant investor-affiliated directors (RA Capital, TPG) and a family relationship (CEO is niece of director Kiran Mazumdar-Shaw), which the board acknowledges while maintaining overall independence; continued vigilance by the Nominating & Governance Committee (chaired by Lonberg) is advisable.
RED FLAGS to monitor: accelerated vesting on change-of-control for director awards (standard but watch for governance optics), concentrated investor representation on the board, and family ties on the board (CEO/Director relationship). No low attendance or related-party transactions involving Lonberg disclosed.