Scott Robertson
About Scott Robertson
Scott Robertson, M.B.A., age 45 as of April 14, 2025, has served on Bicara Therapeutics’ board since September 2023 and is classified as an independent director under Nasdaq and SEC rules . He is Chief Financial Officer and Chief Business Officer of Star Therapeutics LLC (since January 2024), previously CFO and CBO at DICE Therapeutics before its acquisition by Eli Lilly in August 2023, and he lectures at UC Berkeley’s Haas School of Business; he holds a B.S. in Business Administration from USC and an MBA from UC Berkeley Haas . The board has designated him as its audit committee financial expert, highlighting deep finance and audit proficiency .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICE Therapeutics, Inc. | Chief Financial Officer; Chief Business Officer; VP, BD & Strategic Planning | VP BD (Apr 2016–Dec 2017); CFO (Dec 2017–Jul 2021); CFO & CBO (Jul 2021–Dec 2023) | Led finance and corporate development through IPO and subsequent sale to Eli Lilly (Aug 2023) |
| University of California, Berkeley (Haas) | Lecturer | Current | Academic engagement in finance/entrepreneurship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Star Therapeutics LLC | Chief Financial Officer & Chief Business Officer | Jan 2024–present | Senior finance and business leadership at private biotech |
| Hexima Limited (ASX: HXL) | Director | Dec 2018–Sep 2023 | Public company board experience in biotech |
Board Governance
- Committee assignments: Audit Committee Chair; members include Michael Powell and Carolyn Ng; Robertson is designated the audit committee financial expert .
- Independence: Board determined all directors except the CEO (Claire Mazumdar) and President/COO (Ryan Cohlhepp) are independent; Robertson is independent .
- Attendance: Board met six times in 2024; every director except Kiran Mazumdar-Shaw attended at least 75% of aggregate board and committee meetings—implying Robertson met the attendance threshold .
- Audit Committee activity: Audit Committee met two times in 2024; recommended inclusion of audited FY2024 financials in the 10-K and affirmed auditor independence .
- Annual meeting outcomes (June 9, 2025): Class I directors elected; auditor ratification overwhelmingly approved (47,726,238 for; 7,816 against; 3,260 abstain) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers/committee fees) | $44,592 | Prorated under non-employee director policy effective upon September 2024 IPO |
| Board annual cash retainer (policy) | $40,000 | Payable quarterly; prorated for partial year |
| Audit Committee chair retainer (policy) | $15,000 | Higher than member retainer; payable quarterly, prorated |
| Audit Committee member retainer (policy) | $7,500 | Applies to non-chair members |
| Compensation Committee chair/member (policy) | $10,000 / $5,000 | Not applicable to Robertson per committee roster |
| Nominating & Governance chair/member (policy) | $8,000 / $4,000 | Not applicable to Robertson per committee roster |
Performance Compensation
| Award Type | Grant Date | Shares | Grant Date Fair Value | Strike Price | Vesting | Change-of-Control | Metrics |
|---|---|---|---|---|---|---|---|
| Annual Option Award (IPO-related) | Sep 2024 | 23,746 | $319,749 | FMV on grant date | Vests in full on earlier of 2025 AGM or 1-year anniversary; 10-year term | Full acceleration upon sale of the Company | None disclosed (time-based only) |
| Initial Option Award (policy) | Upon initial election | 47,492 | N/A (not in 2024 table) | FMV on grant date | 1/3 at 1-year; remainder monthly over next 2 years; 10-year term | Full acceleration upon sale of the Company | None disclosed (time-based only) |
- No RSUs/PSUs or director performance metrics (e.g., TSR, EBITDA) are disclosed for non-employee directors; awards are time-based options only .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Hexima Limited (ASX: HXL) | Public biotech | Director (Dec 2018–Sep 2023) | Historical; no current interlock reported with BCAX stakeholders |
| Star Therapeutics LLC | Private biotech | CFO & CBO (current) | No related-party transactions disclosed with BCAX |
No related party transactions involving Robertson are disclosed in BCAX’s proxy; audit committee (chaired by Robertson) reviews related person transactions per policy .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; strong finance and auditing knowledge .
- Extensive biotech finance and strategy background (CFO/CBO roles; corporate development) .
- Academic credentials: MBA (UC Berkeley Haas), BS Business Administration (USC); current lecturer at Haas .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 46,060 shares | Includes options exercisable within 60 days of April 14, 2025; less than 1% of shares outstanding |
| Options outstanding (all) | 83,247 | As of Dec 31, 2024 |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosure in proxy |
| Pledging/hedging | Company policy addresses hedging/derivatives; highlights risks of pledging/margin; derivative transactions prohibited; 10b5-1 plan policy in place |
Governance Assessment
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Strengths:
- Independent director with financial expertise; chairs Audit Committee and signs the audit report, supporting disclosure integrity and auditor oversight .
- Solid meeting participation (≥75% threshold) and active committee work; Audit Committee oversight includes cybersecurity and related-party reviews .
- Transparent, market-standard director compensation (cash retainer plus time-based options), with clear vesting and CoC terms; use of independent comp consultant at company-level (Pearl Meyer) indicates governance process rigor .
-
Watch items:
- Full acceleration of director options upon sale of the company may be viewed as standard but can raise optics about change-of-control incentives; ensure independence in strategic review processes .
- Concurrent senior operating role at Star Therapeutics warrants monitoring for future competitive or transactional overlaps; BCAX discloses no such related-party transactions to date .
-
Shareholder sentiment:
- 2025 AGM results showed strong support for auditor ratification; mixed support across director nominees (Cohlhepp received 44.75M for; others lower), but Robertson was not up for election in 2025 (Class III, term to 2027) .
No say-on-pay votes are required or disclosed due to BCAX’s emerging growth company status, limiting a datapoint on compensation-related investor sentiment .