Samarth Kulkarni
About Samarth Kulkarni, Ph.D.
Samarth Kulkarni has served on Black Diamond Therapeutics’ board since November 2019 and is the Lead Independent Director (appointed September 2023). He is CEO of CRISPR Therapeutics AG (since December 2017), chair of CRISPR’s board (since September 2023), and holds a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B.Tech. from the Indian Institute of Technology; age 46 as of March 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Chief Business Officer | Aug 2015–May 2017 | Senior executive role prior to CEO |
| CRISPR Therapeutics AG | President & Chief Business Officer | May 2017–Nov 2017 | Transition role before CEO |
| CRISPR Therapeutics AG | Chief Executive Officer | Dec 2017–present | Board member since Jun 2018; Board chair since Sep 2023 |
| McKinsey & Company | Partner, Pharmaceuticals & Biotechnology practice | 2006–Jul 2015 | Global consulting leadership |
External Roles
| Organization | Role | Tenure Start | Notes |
|---|---|---|---|
| CRISPR Therapeutics AG | CEO; Board member; Board chair | CEO: Dec 2017; Board: Jun 2018; Chair: Sep 2023 | Public company leadership and governance |
| Repare Therapeutics Inc. | Director | Nov 2019 | Precision oncology company |
| Centessa Pharmaceuticals plc | Director | Feb 2021 | Biotechnology company |
| Oruka Therapeutics, Inc. | Director | Jun 2024 | Biotechnology company |
Board Governance
- Independence: The board determined all directors except the CEO (Mark A. Velleca) are independent under Nasdaq and SEC rules; Kulkarni is independent .
- Lead Independent Director: Duties include liaison between independent directors and chair/management, reviewing agendas/schedules, and authority to call meetings of independent directors .
- Committee memberships: Kulkarni serves on the Nominating & Corporate Governance Committee; not on Audit or Compensation. Chairs are: Audit—Garry E. Menzel; Compensation—Ali Behbahani; Nominating & Corporate Governance—Kapil Dhingra .
- Attendance: In FY 2024, the full board met 6 times; each incumbent director attended at least 75% of aggregate board and committee meetings. Seven directors attended the June 6, 2024 annual meeting .
| Governance Metric | FY 2024 |
|---|---|
| Board meetings held | 6 |
| Nominating & Corporate Governance Committee meetings | 3 |
| Director attendance threshold met (≥75%) | Yes, each incumbent director |
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $69,000 |
| Program Board Retainer (reference) | $40,000 |
| Program Lead Independent Director Retainer (reference) | $25,000 |
| Program Nominating & Corporate Governance Committee Member Retainer (reference) | $4,000 |
- Notes: Non‑employee directors may elect to receive cash retainers as unrestricted shares; the proxy lists those who elected equity (Behbahani, Campbell, Dixon, Raman), while Kulkarni’s compensation is shown as cash .
Performance Compensation
| Metric | FY 2024 Detail |
|---|---|
| Option Awards (grant-date fair value) | $102,347 |
| Annual Director Option Grant (program) | 30,550 shares at each annual meeting; vests fully by next annual meeting or first anniversary, subject to service |
| New Director Initial Option Grant (program) | 61,100 shares; vests in 36 equal monthly installments, subject to service |
| Annual Director Equity Value Cap (program) | ≤$750,000 per calendar year (≤$1,000,000 in first year as director) |
- Vesting: Service‑based vesting only; no TSR/EBITDA/ESG performance metrics disclosed for director equity .
- Equity election for retainers: Directors can elect unrestricted shares in lieu of cash for retainers/committee fees .
Other Directorships & Interlocks
| Company | Nature of Interlock | Detail |
|---|---|---|
| CRISPR Therapeutics AG | Executive/board interlock | Kulkarni is CEO and chair at CRISPR; BDTX director Ali Behbahani also serves on CRISPR’s board, creating a network interlock between BDTX and CRISPR . |
- Compensation consultant: Radford (Aon) serves as independent compensation consultant to BDTX’s Compensation Committee since 2019; committee concluded no conflicts of interest .
Expertise & Qualifications
- Scientific/biopharma leadership: CEO and board chair at CRISPR; prior senior roles at CRISPR .
- Advisory/consulting background: Former McKinsey Partner in pharma/biotech practice .
- Education: Ph.D. (Bioengineering & Nanotechnology) – University of Washington; B.Tech – Indian Institute of Technology .
- Publications: Authored in leading scientific and business journals (as disclosed) .
Equity Ownership
| Metric | As of Apr 11, 2025 |
|---|---|
| Shares beneficially owned | 145,024 (all options exercisable within 60 days) |
| % of shares outstanding | * (less than 1%) |
| Options outstanding (Dec 31, 2024) | 145,024 |
| Shares outstanding (reference) | 56,676,716 |
| Hedging/short sales policy | Prohibited for directors/officers/employees |
| Pledging policy | Prohibited; highlights risk mitigation against forced sales |
| Rule 10b5‑1 plans | Permitted under policy; may result in trades at any time per plan |
| Clawback policy | Adopted per SEC/Nasdaq for incentive-based comp upon restatement |
Governance Assessment
- Strengths: Independent director with lead role, clear liaison responsibilities, and committee service; board determined independence under Nasdaq/SEC rules; attendance thresholds met for all incumbents in FY 2024, indicating engagement .
- Alignment: Director compensation mix includes options with service-based vesting; prohibitions on hedging/pledging support alignment with shareholder interests .
- Potential watch items:
- Interlocks/time commitments: CEO and chair at CRISPR plus multiple external boards may raise bandwidth considerations; however, BDTX reports adequate attendance thresholds for incumbents in FY 2024 .
- Network interlock with CRISPR via Kulkarni and Behbahani; monitor any transactions or strategic overlaps (no related‑party transactions involving Kulkarni disclosed; audit committee oversees policy) .
- Compensation program governance: Formal non-employee director policy with transparent retainers and equity limits; independent consultant (Radford) engagement assessed without conflicts .