Prakash Raman
About Prakash Raman
Independent Class I director at Black Diamond Therapeutics (BDTX); age 55; appointed to the board on April 10, 2024, with current term expiring at the 2027 annual meeting . Background blends scientific training and business development leadership; currently CEO and director of InduPro, Inc. (since April 2024), and previously President & CEO of Ribon Therapeutics (Feb 2022–Mar 2024); Senior Partner/Chief Business Development Officer at Flagship Pioneering (Oct 2019–Feb 2022); nearly 14 years at Novartis culminating as VP, Global Head, NIBR BD&L; earlier roles at AstraZeneca and Millennium Pharmaceuticals; Ph.D. in Organic and Medicinal Chemistry (University of Wisconsin–Madison) and post-doctoral fellowship at The Scripps Research Institute . Determined independent under Nasdaq and SEC rules; initially appointed to Audit and Nominating & Corporate Governance Committees; independence reiterated in proxy .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| InduPro, Inc. | Chief Executive Officer; Director | Since Apr 2024 | Privately held biotechnology company; cancer/autoimmune therapeutics . |
| Ribon Therapeutics, Inc. | President & Chief Executive Officer | Feb 2022–Mar 2024 | Privately held; small molecule drugs in oncology/immunology . |
| Flagship Pioneering | Senior Partner; Chief Business Development Officer | Oct 2019–Feb 2022 | Leveraged platform/assets to create BD opportunities . |
| Novartis AG | VP, Global Head, NIBR BD&L (various roles) | 2005–2011; 2012–Oct 2019 | Key collaborations in immuno-oncology; out-licensing; acquisitions . |
| AstraZeneca plc | Head of Project Management, Infectious Diseases | 2011–2012 | Program/portfolio management . |
| Millennium Pharmaceuticals (Takeda Oncology) | Senior Scientist | 1999–2005 | Drug discovery/early development . |
| The Scripps Research Institute | Post-doctoral Fellow | N/A | Organic/medicinal chemistry research . |
External Roles
| Organization | Role | Public/Private | Committees/Details |
|---|---|---|---|
| NAYA Biosciences, Inc. | Director | Public life sciences portfolio company | Board service disclosed in proxy . |
| InduPro, Inc. | Director | Private | Serves as CEO and board member . |
Board Governance
- Board class/term: Class I director; term expires at 2027 annual meeting; director since 2024 .
- Independence: Board determined all directors except CEO are independent; Raman is independent (Nasdaq/SEC criteria) .
- Committees: Member of Audit Committee (chair: Garry E. Menzel) and Nominating & Corporate Governance Committee (chair: Kapil Dhingra) .
- Attendance/engagement: Full board met 6 times in 2024; Audit met 3, Compensation 4, Nominating & Governance 3; each incumbent director attended ≥75% of aggregate board and committee meetings during service period .
- Board leadership: CEO chairs the board; lead independent director is Samarth Kulkarni; independent directors hold executive sessions and oversight roles .
- Audit Committee scope includes risk oversight of information security/cybersecurity and reviewing related-party transactions .
Fixed Compensation
| Component | Amount/Structure | 2024 Raman Actual |
|---|---|---|
| Board annual cash retainer | $40,000 policy | $37,210 fees earned; elected to receive in unrestricted shares . |
| Committee fees (member) | Audit $7,500; Comp $5,000; Nominating $4,000; chairs higher (Audit $15,000; Comp $10,000; Nominating $8,000) | Included in fees earned total; elected to take equity in lieu of cash . |
| Meeting fees | None disclosed (program is retainer-based) | Not applicable . |
| Other cash | Lead independent director ($25,000) and non-executive chair ($30,000) retainer roles (not applicable to Raman) | Not applicable . |
| Non-Employee Director Compensation (2024) | Value ($) |
|---|---|
| Fees Earned or Paid in Cash | $37,210 |
| Option Awards (grant-date fair value) | $319,686 |
| All Other Compensation | — |
| Total | $356,896 |
Performance Compensation
| Equity Award | Shares | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial option grant (new director) | 61,100 | On appointment (Apr 10, 2024) | 36 equal monthly installments after grant | Standard program for new directors . |
| Annual option grant (continuing director) | 30,550 | On 2024 annual meeting (Jun 6, 2024) | Vests in full by earlier of 1st anniversary or next annual meeting | Standard program . |
| Options outstanding (12/31/2024) | 91,650 | Outstanding balance | Per option terms | As of year-end (sum consistent with initial + annual) . |
| 2024 Option Awards (fair value) | — | — | — | $319,686 aggregate grant-date fair value (ASC 718) . |
- Performance metrics: No performance-based metrics disclosed for non-employee director equity; vesting is time-based per program .
Other Directorships & Interlocks
- Current public company board: NAYA Biosciences, Inc. (public life science portfolio company) .
- Interlocks/transactions: Company reports no related-party transactions involving Raman; 8-K appointment confirms no Item 404(a) transactions for Raman .
Expertise & Qualifications
- Scientific credentials: Ph.D. in Organic & Medicinal Chemistry (University of Wisconsin–Madison); post-doc at The Scripps Research Institute .
- Functional expertise: Business development, licensing, portfolio/program leadership, immuno-oncology collaborations, out-licensing and acquisitions; senior roles across Novartis, Flagship Pioneering, AstraZeneca, Millennium .
- Executive leadership: CEO experience at InduPro and Ribon; broad biopharma operating experience .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Apr 11, 2025) | 71,304 |
| Percentage of shares outstanding | <1% (asterisk denoting <1%) |
| Common shares held | 16,993 |
| Options exercisable within 60 days | 54,311 |
| Shares outstanding (for denominator) | 56,676,716 (as of Apr 14, 2025) |
| Hedging/pledging | Hedging/short sales prohibited by insider trading policy; pledging discussed as risk but prohibition not expressly stated in policy summary . |
| Section 16 compliance | No delinquent filings reported for Raman in 2024; late filings noted for two other directors (Dixon, Behbahani) . |
Governance Assessment
- Strengths: Independent director with dual committee service (Audit; Nominating & Governance); board-determined independence; attendance threshold met across the board; equity-heavy compensation (options) and election to receive cash retainer in shares signal alignment; no related-party transactions disclosed .
- Oversight quality: Audit Committee chaired by an audit committee financial expert (Menzel) and oversees financial reporting, internal controls, and cybersecurity risk; Nominating Committee chaired by Dhingra; clear committee charters and independence standards applied; Radford engaged as independent compensation consultant for director compensation advice (no conflicts) .
- Watchpoints: Concurrent CEO role at InduPro increases external commitments; monitor for any prospective business dealings between BDTX and entities where Raman has roles (none disclosed to date) .
- Policies: Robust insider trading (hedging prohibited) and compensation recovery (clawback) policies in place (clawback applies to executive officers), plus indemnification agreements for directors .
Emerging growth company status: BDTX is not required to hold say‑on‑pay votes; scaled disclosures apply .
Appendix: Committee Memberships (Current)
| Committee | Members | Chair |
|---|---|---|
| Audit | Garry E. Menzel; Ali Behbahani; Prakash Raman | Garry E. Menzel |
| Compensation | Ali Behbahani; Garry E. Menzel; Shannon Campbell | Ali Behbahani |
| Nominating & Corporate Governance | Kapil Dhingra; Prakash Raman; Samarth Kulkarni | Kapil Dhingra |