Kapil Dhingra
About Kapil Dhingra
Kapil Dhingra, M.B.B.S., age 65, has served as an independent Class III director of Black Diamond Therapeutics, Inc. since January 2021; his current term expires at the 2026 annual meeting. He is a seasoned oncology clinician and drug development executive, founder and Managing Member of KAPital Consulting, LLC, with prior senior roles at Hoffmann‑La Roche and Eli Lilly, and academic appointments at MD Anderson and Memorial Sloan Kettering.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoffmann‑La Roche AG | Vice President; Head, Oncology Disease Biology Leadership Team; Head, Oncology Clinical Development | 1999–2008 | Led oncology clinical development; senior leadership across disease biology and clinical programs |
| Eli Lilly and Company | Senior Clinical Research Physician | 1996–1999 | Clinical development responsibilities in oncology |
| Memorial Sloan Kettering Cancer Center | Clinical Affiliate | 2000–2008 | Clinical affiliation in oncology |
| MD Anderson Cancer Center (UT) | Faculty | 1989–1996 | Academic research and clinical work in hematology/oncology |
| KAPital Consulting, LLC | Managing Member (founder) | 2008–present | Strategic consulting across oncology R&D; limited consulting to BDTX through 9/30/2024 (see Related Party) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Replimune, Inc. | Director | Current | Public biopharma board service |
| Median Technologies SA | Director | Current | Public company board service |
| Cargo Therapeutics, Inc. | Director | Current | Public company board service |
| LAVA Therapeutics N.V. | Director | Current | Public company board service |
| Autolus Therapeutics plc | Director | 2014–2023 | Prior public company board; resigned Dec 2023 |
| Multiple prior biotech boards (e.g., BioVex, Micromet, Algeta, YM Biosciences, Epitherapeutics, Exosome Diagnostics, Advanced Accelerator Applications, Five Prime) | Director | Prior | Companies acquired by major pharma; historic board roles |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member alongside Samarth Kulkarni and Prakash Raman. The committee met three times in FY2024 and oversees director selection, ESG strategy, and board evaluations.
- Independence: The board determined all directors except the CEO (Mark Velleca) are independent under Nasdaq and SEC rules; Dhingra is independent.
- Tenure/classification: Class III director; term expires at the 2026 annual meeting.
- Attendance and engagement: The full board met six times in FY2024; each incumbent director attended at least 75% of board and applicable committee meetings. Directors are expected to attend the annual meeting; seven directors attended the June 6, 2024 meeting.
- Board leadership: CEO serves as Chair; lead independent director is Samarth Kulkarni (since Sept 2023), providing independent oversight and executive session leadership.
- Risk, ethics, trading policies: Audit Committee reviews related‑party transactions and risk management; the company prohibits short sales/derivative hedging and addresses pledging/margin risks in its insider trading policy; compensation recovery (clawback) policy compliant with SEC/Nasdaq.
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Board & committee cash fees (Dhingra) | $46,900 | FY2024 fees earned/paid in cash |
| Consulting fees (KAPital Consulting, LLC) | $37,500 | FY2024; consulting agreement terminated 9/30/2024 |
| Non‑employee director annual board retainer | $40,000 | Policy as amended March 2024 |
| Lead independent director retainer | $25,000 | Policy (not applicable to Dhingra) |
| Nominating & Governance member/chair retainers | $4,000 / $8,000 | Annual per policy; Dhingra as chair eligible for $8,000 |
| Audit member/chair retainers | $7,500 / $15,000 | Annual per policy |
| Compensation member/chair retainers | $5,000 / $10,000 | Annual per policy |
Note: Several peers elected to take cash retainers in unrestricted shares; Dhingra is not listed among those electing shares for FY2024.
Performance Compensation
| Equity Award Programs (Directors) | Terms | Vesting |
|---|---|---|
| New director initial option grant | 61,100 options | Vests ratably over 36 monthly installments |
| Annual director option grant (continuing) | 30,550 options | Vests in full on earlier of first anniversary or next annual meeting |
| Annual equity cap | $750,000 (grant date fair value); $1,000,000 in first year | Program cap on equity + cash |
| Dhingra 2024 Option Awards (fair value) | $102,347 | Reported grant date fair value in FY2024 |
- Performance metrics: No performance‑based equity metrics disclosed for non‑employee directors (director options are time‑vested). The company’s executive bonus metrics are separate and not applicable to director compensation.
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Consideration |
|---|---|---|
| Replimune, Median Technologies SA, Cargo Therapeutics, LAVA Therapeutics N.V. | Public boards | Multiple oncology boards may enhance sector insights; monitor for related‑party transactions per policy (none disclosed beyond KAPital). |
| Autolus Therapeutics plc (prior) | Public board | Historical affiliations; resigned Dec 2023. |
Expertise & Qualifications
- Oncology clinical research and development expertise with 30+ years’ experience; senior leadership at Roche and Eli Lilly; academic roles at MD Anderson and MSKCC.
- Education: M.B.B.S., All India Institute of Medical Sciences (New Delhi); residency (Internal Medicine) at Lincoln Medical and Mental Health Center (New York Medical College); fellowship in Hematology & Oncology at Emory University School of Medicine.
- Board qualifications emphasized by BDTX: independence, integrity, business judgment, and industry experience aligned to biopharma.
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Kapil Dhingra | 10,000 | 166,245 | 176,245 | <1% (*) |
| Shares outstanding (reference) | 56,676,716 | — | — | — |
| As of | Apr 11, 2025 | Apr 11, 2025 | Apr 11, 2025 | Record date Apr 14, 2025: 56,676,716 shares |
No disclosure of shares pledged as collateral; company policy addresses pledging/margin risks and prohibits hedging/derivative transactions.
Governance Assessment
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Strengths
- Independent director with deep oncology expertise; chairs the Nominating & Corporate Governance Committee, which oversees director selection, ESG, and board evaluations—positive for board effectiveness.
- Attendance: BDTX reports each incumbent director met ≥75% attendance on board/committee meetings; board met six times in FY2024—indicates baseline engagement.
- Equity alignment: Receives annual option grants; holds 166,245 vested/exercisable options plus 10,000 shares—provides some alignment with shareholder outcomes.
- Risk controls: Audit Committee screens related‑party transactions; robust insider trading and clawback policies.
-
Potential conflicts and RED FLAGS
- Related‑party consulting: Dhingra provided consulting services to BDTX via KAPital Consulting, LLC under a $50,000 annual retainer capped at eight days per year; the agreement terminated on Sept 30, 2024. Payments were $50,000 (2023) and $37,500 (2024). While modest and disclosed under the related‑party policy, ongoing consulting by a sitting independent director is a governance sensitivity; termination mitigates the conflict.
- Director cash vs equity mix: Unlike some peers who elected equity in lieu of cash retainers, Dhingra is not listed among directors who took cash fees in shares for 2024, modestly reducing ownership alignment versus peers who did.
-
Shareholder feedback context
- As an emerging growth company, BDTX is not required to conduct say‑on‑pay votes, limiting direct shareholder advisory input on compensation at present.
-
Overall implication for investor confidence
- Dhingra’s independence, chair role on Nominating & Governance, and oncology expertise support governance quality. The prior consulting tie was transparent and has been terminated, reducing conflict risk; continued monitoring for interlocks and related‑party exposure across his external boards is prudent.
Insider Trading and Compliance
- Section 16(a) compliance: Company reports full compliance in 2024 except two late Form 4s by other directors (Dixon and Behbahani); no late filings for Dhingra disclosed.