Graham Cooper
Beam TherapeuticsAbout Graham Cooper
Graham Cooper, age 55, is an independent Class I director of Beam Therapeutics, serving since October 2019 and currently chairs the Audit Committee. He has deep finance and accounting credentials as a former public-company CFO, previously a CPA, and currently serves as CFO of Tavo Biotherapeutics (since December 2024). He holds a B.A. in Economics from UC Berkeley and an MBA from Stanford GSB. The Board has determined he is independent under Nasdaq rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assembly Biosciences, Inc. | Chief Operating Officer & Chief Financial Officer | Mar 2018 – Apr 2019 | Executive leadership in public biotech finance and operations |
| Receptos, Inc. | Chief Financial Officer | Feb 2013 – Aug 2015 (acquired by Celgene) | Led finance through sale process |
| Geron Corporation | Chief Financial Officer | Jan 2012 – Dec 2012 | Public biotech CFO experience |
| Orexigen Therapeutics, Inc. | Chief Financial Officer | May 2006 – Mar 2011 | Built public company finance function |
| Deutsche Bank Securities | Director, Health Care Investment Banking | 1997 – 2006 | M&A and capital markets; prior Deloitte & Touche; previously a C.P.A. |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Tavo Biotherapeutics, Inc. | Chief Financial Officer | Since Dec 2024 | Private biotech CFO role |
| Kezar Life Sciences, Inc. | Chair of the Board | Current | Public company board chair |
Board Governance
- Independence and expertise: Cooper is an independent director and designated an “audit committee financial expert” by the Board.
- Committee leadership: Audit Committee Chair; committee also includes Christi Shaw and Kathleen Walsh.
- Committee remit: Oversees financial reporting, internal controls, legal/compliance and cybersecurity risks; reviews and approves related-person transactions.
- Board structure and tenure: Class I director (term to 2027).
- Attendance and engagement: The Board held 4 meetings in FY2024; each director attended at least 75% of their Board/committee meetings; non‑employee directors held executive sessions at each regular Board meeting; all directors then serving attended the 2024 annual meeting.
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Oversees financial reporting, compliance, cyber risk; approves related‑party transactions |
| Compensation | — | 4 | Independent committee; chaired by Carole Ho, M.D. |
| Nominating & Corporate Governance | — | 4 | Oversees board independence/conflicts and evaluations |
| Science & Technology | — | n/a | Not a member |
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Board Member Annual Cash Retainer | 45,000 |
| Audit Committee Chair Retainer | 20,000 |
| Total Cash Fees Earned (disclosed) | 65,000 |
Context – Board fee schedule:
| Board and Committee Role | 2024 Fees ($) | 2025 Fees ($) |
|---|---|---|
| Board Member | 45,000 | 45,000 |
| Board Chair | 75,000 | 75,000 |
| Lead Independent Director | 75,000 | 75,000 |
| Audit Committee Member | 10,000 | 10,000 |
| Audit Committee Chair | 20,000 | 20,000 |
| Compensation Committee Member | 7,500 | 7,500 |
| Compensation Committee Chair | 15,000 | 15,000 |
| Nominating & Corporate Governance Member | 5,000 | 5,000 |
| Nominating & Corporate Governance Chair | 10,000 | 10,000 |
| Science & Technology Member | 5,000 | 5,000 |
| Science & Technology Chair | 10,000 | 10,000 |
Performance Compensation
| Grant/Disclosure | Instrument | # Securities | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| FY2024 Director Compensation | Stock Options | n/a | n/a | 385,241 | Annual director option grant; vests fully on earlier of first anniversary or next annual meeting, subject to service | |
| 2025-06-04 (Form 4) | Stock Options | 33,662 | $17.15 | n/a | Vests fully on earlier of first anniversary or immediately prior to next annual meeting, subject to service | 06/04/2035 |
Notes on policy:
- Initial director equity grant: option with grant-date fair value ~$770,000; vests 1/3 after one year, then monthly over next two years.
- Annual director equity: option with grant-date fair value ~$385,000; vests fully by next annual meeting or 1 year.
- Annual cap: total director comp (cash + equity) ≤ $750,000 (≤ $1,000,000 in first year).
Other Directorships & Interlocks
| Company | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Kezar Life Sciences, Inc. | Chair of the Board | Public | Governance leadership at external issuer |
No Cooper‑specific related‑party transactions are disclosed; the Audit Committee reviews and must approve any related‑person transactions under a written policy.
Expertise & Qualifications
- Former public company CFO with significant life sciences finance and accounting experience; previously a CPA.
- Capital markets/M&A background (Director, Healthcare Investment Banking at Deutsche Bank).
- Designated “audit committee financial expert.”
- Board‑level governance leadership experience (chair of Kezar’s board).
Equity Ownership
| As-Of Date | Beneficial Ownership | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Mar 31, 2025 | 50,361 shares | <1% | Footnote indicates this consists of options exercisable within 60 days |
| Dec 31, 2024 | Options outstanding | 73,475 | Options held as of YE2024 per director comp footnote |
Policies enhancing alignment and risk controls:
- Anti‑hedging and anti‑pledging: Directors are prohibited from hedging and from pledging company securities; certain transactions (short sales, derivatives) are prohibited.
- Section 16 compliance: The company states all directors and officers complied with Section 16(a) filing requirements in FY2024.
Insider Trades (recent, Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Key Terms |
|---|---|---|---|---|---|---|
| 2025-06-06 | 2025-06-04 | A (Grant) | Stock Option (Right to Buy) | 33,662 | $17.15 | Vests in full on earlier of first anniversary or immediately prior to next annual meeting; expires 06/04/2035 |
Governance Assessment
- Strengths: Independent director with deep finance experience; serves as Audit Committee Chair and is an “audit committee financial expert.” Robust oversight remit includes cybersecurity and related‑party transaction approvals; Board and all committees comprised solely of independent directors; anti‑hedging/anti‑pledging policy; Section 16 compliance confirmed.
- Compensation alignment: Director pay is heavily equity‑oriented via annual options with 1‑year vesting cadence; Cooper’s 2024 mix was $65,000 cash and $385,241 equity (ASC 718), aligning incentives with shareholders within policy caps.
- Potential risks to monitor: Time commitments as a sitting CFO at Tavo while chairing Beam’s Audit Committee; ensure sustained attendance and engagement (company disclosed at least 75% attendance for all directors in FY2024). No Cooper‑specific related‑party transactions disclosed.
RED FLAGS: None disclosed specific to Cooper. No related‑party transactions reported; hedging/pledging prohibited; Section 16 filings compliant for FY2024. Continue monitoring for interlocks or transactions if Tavo Biotherapeutics were to enter arrangements with Beam.