Richard Young
Camp4 TherapeuticsAbout Richard Young
Richard Young, PhD (age 71), is a Class II independent director of CAMP4 Therapeutics and has served on the board since 2016. He is a Professor of Biology at MIT and a member of the Whitehead Institute since 1984, elected to the National Academy of Sciences (2012) and National Academy of Medicine (2019), and is one of CAMP4’s scientific co‑founders, bringing deep genomics/transcriptional regulation expertise to the board . The board has determined that all directors other than the CEO are independent under Nasdaq rules, including compensation committee members, and there are no family relationships among directors or executive officers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology; Whitehead Institute | Professor of Biology; Member of Whitehead Institute | 1984–present | Leader in gene regulation; scientific co‑founder of CAMP4 |
| National Institutes of Health; World Health Organization | Advisor | Not disclosed | Policy/science advisory contributions |
| Syros Pharmaceuticals, Inc. | Director | 2011–Nov 2024 | Oversight during development stage; governance experience |
| Omega Therapeutics, Inc. | Director | 2017–Dec 2024 | Oversight in epigenomic medicines; governance experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| National Academy of Sciences | Member | Elected 2012 |
| National Academy of Medicine | Member | Elected 2019 |
| NIH; WHO | Advisor | Dates not specified |
Board Governance
- Structure: 11‑member classified board (post‑2025 meeting), with Steven Holtzman as Chair; CEO is not chair, aligning with independent oversight .
- Independence: The board determined all directors except the CEO are independent under Nasdaq rules; compensation and audit committees meet additional Exchange Act independence criteria .
- Attendance: Board held five meetings in FY2024; each director attended at least 75% of board and applicable committee meetings .
- Committees:
- Compensation Committee: Member (Holtzman, Higgins, Young); Chair: Holtzman .
- Audit Committee: Not a member .
- Nominating & Corporate Governance Committee: Not listed as a member .
- Research & Development Committee: Served as Chair under 2024 policy (committee retainer eligibility disclosed) .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Cash fees (director retainer + committee fees, pro‑rated) | $43,051 | FY2024 |
| Consulting retainer (strategic/business consulting) | $100,000 | FY2024; separate consulting agreement (non‑board services) |
| Director compensation policy (pre‑IPO, effective to Oct 2024): Annual cash retainer | $35,000 | FY2024 portion pre‑IPO |
| Chair of Board (pre‑IPO policy) | +$15,000 | Not applicable to Young |
| Chair, Research & Development Committee (pre‑IPO policy) | +$7,500 | Young served as R&D Chair under 2024 policy |
| Post‑IPO non‑employee director annual cash retainer | $40,000 | Effective Oct 2024 (new policy) |
| Committee retainers—Audit | $7,500 member; $15,000 chair | Policy terms |
| Committee retainers—Compensation | $5,000 member; $10,000 chair | Policy terms |
| Committee retainers—Nominating & Governance | $5,000 member; $10,000 chair | Policy terms |
| Committee retainers—Research & Development | $5,000 member; $10,000 chair | Policy terms |
Performance Compensation
| Equity Award | Quantity | Vesting | Notes |
|---|---|---|---|
| Unvested stock options (as of 12/31/2024) | 29,978 | Not disclosed (director awards generally time‑based) | Outstanding as of year‑end |
| Unvested RSAs (as of 12/31/2024) | 4,394 | Not disclosed | Outstanding as of year‑end |
| New director grant (policy, after IPO) | 17,787 options; amended to 18,000 after 4/1/2025 | Monthly over 3 years | Applies to directors first elected/appointed post‑IPO |
| Annual director grant (policy, commencing FY2025) | 9,000 options | Vests in full on first anniversary (or next annual meeting, if earlier) | For continuing non‑employee directors |
| Performance metrics tied to director compensation | None disclosed | — | Director equity is time‑based; no TSR/financial metrics disclosed |
Note: CAMP4’s clawback policy applies to incentive compensation of Section 16 “covered executives”; directors are not covered unless they are Section 16 officers .
Other Directorships & Interlocks
| Company | Status | Dates | Notes |
|---|---|---|---|
| Syros Pharmaceuticals, Inc. | Former Director | 2011–Nov 2024 | No current interlock at CAMP4 disclosed |
| Omega Therapeutics, Inc. | Former Director | 2017–Dec 2024 | No current interlock at CAMP4 disclosed |
Expertise & Qualifications
- Scientific leader in gene regulation; longtime MIT/Whitehead faculty; National Academy recognition .
- Governance experience from multiple public biopharma boards (Syros, Omega), relevant to R&D oversight and risk management .
- Board roles at CAMP4 include Compensation Committee member and R&D Committee Chair (per policy), supporting alignment of scientific priorities with compensation structures .
Equity Ownership
| Item | Quantity | Detail |
|---|---|---|
| Total beneficial ownership | 234,389 shares (1.2%) | As of 3/31/2025 |
| Direct/common shares | 154,859 | As of 3/31/2025 |
| Options exercisable within 60 days | 79,530 | As of 3/31/2025 |
| Unvested stock options | 29,978 | As of 12/31/2024 |
| Unvested RSAs | 4,394 | As of 12/31/2024 |
| Pledging/hedging | Prohibited by policy (short sales, derivatives, margin/pledging generally prohibited) | No pledges disclosed |
Governance Assessment
- Positives:
- Independent director with deep domain expertise and meaningful “skin in the game” (1.2% beneficial ownership) .
- Active committee engagement (Compensation Committee) and leadership in R&D oversight (policy disclosure) .
- Board’s insider trading policy prohibits hedging/pledging, supporting alignment with long‑term shareholder interests .
- Risks / RED FLAGS:
- Consulting agreement and $100,000 annual retainer to Dr. Young alongside his board service and Compensation Committee membership may raise perceived independence concerns and potential conflicts (though the board still deems him independent under Nasdaq rules) .
- As an Emerging Growth Company, CAMP4 is not required to conduct say‑on‑pay votes, limiting direct shareholder feedback on compensation policies .
- Attendance only disclosed as “≥75%” for all directors; lack of individual, precise attendance metrics reduces transparency .
Overall: Richard Young contributes strong scientific governance and ownership alignment; investors should monitor the consulting arrangement while on the Compensation Committee, director equity grant policies (time‑based vesting), and evolving board disclosures as CAMP4 matures post‑IPO .