Carole Ho
Beam TherapeuticsAbout Carole Ho
Carole Ho, M.D. (age 52 as of April 18, 2025) has served as an independent director of Beam Therapeutics since November 2018; she is Chief Medical Officer and Head of Development at Denali Therapeutics (since June 2015) and previously held senior clinical leadership roles at Genentech (2007–2015), Johnson & Johnson (2006–2007), and was an instructor at Stanford (2002–2006). She holds an M.D. from Cornell University and a B.S. in Biochemical Sciences from Harvard College, and brings neurology and drug development expertise to Beam’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denali Therapeutics | Chief Medical Officer and Head of Development | Jun 2015–present | Senior public-company executive with clinical development leadership |
| Genentech | VP, Non‑Oncology Early Clinical Development; prior roles of increasing responsibility | 2007–2015 | Led early clinical development outside oncology |
| Johnson & Johnson | Associate Medical Director | Nov 2006–Oct 2007 | Early clinical leadership |
| Stanford University (Dept. of Neurology & Neurological Sciences) | Instructor | Jun 2002–Nov 2006 | Academic neurology, research/teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | Director | Since Jun 2020 | Public biopharma board service |
Board Governance
- Independence: The board determined Dr. Ho is independent under Nasdaq rules; Beam’s board has seven independent directors out of eight (CEO Evans is not independent) .
- Committee assignments: Chair, Compensation Committee; Member, Science & Technology Committee. Committee composition: Compensation—Guindo, Ho (Chair), Walsh; Science & Technology—Fishman (Chair), Ho, Maraganore .
- Lead Independent Director: Mark Fishman, M.D. serves as Lead Independent Director; Beam does not currently have a board chair .
- Attendance and engagement: Board met 4 times in FY2024; each director attended at least 75% of board and applicable committee meetings and attended the 2024 annual meeting; non‑employee directors held executive sessions at each regularly scheduled board meeting .
- Compensation Committee operations: Met 4 times in FY2024; responsibilities include CEO/NEO pay setting, peer group selection, equity/cash plan oversight, director compensation recommendations, and stock ownership guideline recommendations . The committee engaged independent consultant Pay Governance LLC; the engagement was assessed as independent with no conflicts .
- Say‑on‑Pay signal: 2024 say‑on‑pay received ~98% support, which informed maintaining the general approach in 2025 .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 63,859 | Actual cash fees paid for 2024 |
| Board member annual cash retainer (policy) | 45,000 | Policy schedule for 2024/2025 |
| Compensation Committee Chair fee (policy) | 15,000 | Policy schedule |
| Science & Technology Committee Member fee (policy) | 5,000 | Policy schedule |
Performance Compensation (Director Equity)
| Equity Item | Grant/Status | Value/Quantity | Vesting Terms |
|---|---|---|---|
| Annual option award (2024) | Granted | 385,241 ($ grant date FV) | Vests in full on earlier of first anniversary of grant or next annual meeting |
| Initial option award for new directors (policy) | Upon board appointment | ~770,000 ($ grant date FV) | 1/3 at first anniversary; remainder monthly over next 2 years, subject to service |
| Options outstanding (as of 12/31/2024) | Held | 121,584 (options to purchase shares) | Outstanding director options count; vesting status not itemized |
Note: Director equity grants are time-based; Beam does not disclose director performance metrics tied to equity vesting. The company maintains an executive compensation clawback policy overseen by the Compensation Committee, consistent with Nasdaq Rule 10D‑1, but clawback applies to incentive-based compensation of executives, not director time-based grants .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| NGM Biopharmaceuticals | Director | Not disclosed | No related‑party transactions disclosed involving Dr. Ho with Beam . |
Expertise & Qualifications
- Medical and neurology expertise; extensive senior clinical development leadership (Genentech VP, Denali CMO) .
- Education: M.D., Cornell; B.S. Biochemical Sciences, Harvard .
- Public company board experience (NGM) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Carole Ho, M.D. | 98,470 | * (<1%) | As of March 31, 2025; percent shown per proxy table conventions . |
| Shares outstanding (reference) | 100,557,094 | — | Shares outstanding at 4/8/2025 record date for annual meeting . |
| Director options held (12/31/2024) | 121,584 | — | Options to purchase Beam common stock held by Dr. Ho . |
Insider trading and alignment: Beam’s insider trading policy prohibits hedging, short sales, margin purchases, and pledging of company securities; certain covered persons require pre‑clearance and are subject to blackout policies . The company reported full compliance with Section 16(a) filings for 2024 .
Governance Assessment
- Board effectiveness: Strong governance structure with Lead Independent Director; independent Compensation Committee chaired by Dr. Ho; regular executive sessions and full board/committee meeting cadence support effective oversight .
- Pay-for-performance oversight: Under Dr. Ho’s chairship, the Compensation Committee employs an independent consultant (Pay Governance) and peer benchmarking; high 2024 say‑on‑pay support (~98%) indicates investor confidence in compensation practices .
- Independence and attendance: Dr. Ho is independent under Nasdaq rules and met attendance expectations; she attended the 2024 annual meeting of stockholders .
- Ownership alignment: Dr. Ho holds Beam equity (beneficial ownership plus options), and Beam’s insider trading policy prohibits pledging and hedging—supporting alignment; explicit director stock ownership guidelines are within the committee’s remit but specific multiples are not disclosed in the proxy .
- Potential conflicts/related parties: No Beam related‑party transactions disclosed involving Dr. Ho; her executive role at Denali and board role at NGM create industry network ties but no transactions or interlocks with Beam are reported—monitor for future disclosures .
- RED FLAGS: None disclosed specific to Dr. Ho. No committee interlocks or insider participation; prior interlock issues noted for a former director (Burow) tied to Orbital ended in June 2024 and are not associated with Dr. Ho . Beam prohibits hedging/pledging and maintains a clawback policy; no tax gross‑ups or option repricing disclosed for directors .