Karimah Es Sabar
CAPRICOR THERAPEUTICSAbout Karimah Es Sabar
Karimah Es Sabar is an independent director of Capricor Therapeutics (CAPR), serving since July 2021; she is age 67 as of April 1, 2025 . She is CEO and General Partner at Quark Venture LP (since 2016) and previously served as President & CEO of Canada’s Centre for Drug Research and Development (CDRD); earlier roles include senior management positions at Pasteur Merieux Connaught/Sanofi Pasteur (Global Head Marketing and BD) . Education: MSc in Neurochemistry (Institute of Psychiatry, University of London), BSc in Biochemistry/Chemistry (University of Salford), Executive Certificate in Management and Leadership (MIT Sloan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quark Venture LP | CEO & General Partner | Since 2016 | Leads global health sciences venture platform |
| Centre for Drug Research and Development (CDRD) | President & CEO | Not disclosed | Strategic direction, commercialization of drug development |
| Pasteur Merieux Connaught (Sanofi Pasteur) | Director, International Division; later Global Head, Marketing & BD | Not disclosed | Led global launches of biotherapeutics/vaccines |
| Capricor Therapeutics | Audit Committee member; Nominating & Corporate Governance Committee member | Since 2021 | Co-signatory on Audit Committee report for FY2024, evidencing active oversight |
External Roles
| Organization | Role | Type | Source |
|---|---|---|---|
| Health Standards Organization (HSO) | Board of Directors | Non-profit/standards | (https://healthstandards.org/board-directors/karimah-es-sabar/) |
| Variantyx | Board of Directors | Private genomics company | (https://www.variantyx.com/company/blog/people-type/board-of-directors/) |
| Vancouver Prostate Centre | Board member | Research/healthcare | (https://www.prostatecentre.com/about-us/people/ms-karimah-es-sabar) |
| Multiple biosciences companies | Director (unspecified) | Various | Proxy notes “several biosciences companies” |
No other public company directorships are specifically disclosed in CAPR’s proxy; listed roles above are non-profit/private based on available sources .
Board Governance
- Independence: Board determined committee members meet Nasdaq/SEC independence standards (including Audit and Compensation heightened standards); Es Sabar is independent .
- Committee assignments (2024): Audit (member), Nominating & Corporate Governance (member); not on Compensation .
- Chair roles: Not a chair; Audit Chair is David Musket; Nominating & Corporate Governance Chair is Earl Collier; Compensation Chair is David Musket .
- Attendance: In 2024, the Board met 8 times; all directors except Ms. Es Sabar attended at least 75% of Board/committee meetings—Es Sabar was below the 75% threshold (RED FLAG) .
- Executive sessions: Independent directors meet in executive session periodically .
| Committee | Members (2024) | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | David B. Musket; George W. Dunbar Jr.; Karimah Es Sabar | David B. Musket | 4 |
| Compensation | David B. Musket; Earl M. Collier Jr.; George W. Dunbar Jr. | David B. Musket | 3 |
| Nominating & Corporate Governance | Earl M. Collier Jr.; George W. Dunbar Jr.; Karimah Es Sabar | Earl M. Collier Jr. | 1 |
Fixed Compensation
- Program design (non-employee directors): Annual cash retainer of $70,000 converted into stock options; committee retainer ($7,500–$20,000) converted into stock options; plus annual retention stock option grant valued at $150,000, vesting monthly over one year; program unchanged from 2023 .
- Cash: Other than Executive Chairman, non-employee directors do not receive cash; expenses are reimbursed .
| 2024 Director Compensation (Es Sabar) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Option Awards (grant date fair value, ASC 718) | $203,476 |
| All Other Compensation | $0 |
| Total | $203,476 |
Outstanding options as of Dec 31, 2024 (shares underlying options): 231,010 .
Performance Compensation
- No explicit performance metrics disclosed for director pay; director equity is option-based with time-based monthly vesting (retention grants), and retainers are converted into options; no RSUs/PSUs or TSR/EBITDA/ESG metrics are specified for directors .
| Metric | Applied to Director Compensation | Notes |
|---|---|---|
| TSR percentile | Not disclosed/not used | Program cites option retainers and time-based vesting |
| Revenue/EBITDA goals | Not disclosed/not used | Not specified for directors |
| ESG goals | Not disclosed/not used | Not specified for directors |
| Time-based vesting | Yes | Monthly over one year for retention grant |
Other Directorships & Interlocks
- Interlocks with CAPR’s competitors/suppliers/customers: None disclosed in proxy .
- Consultant conflicts: Compensation Committee has sole authority to engage independent compensation consultants and must evaluate advisor independence per SEC/Nasdaq rules .
Expertise & Qualifications
- Deep venture, drug development, commercialization expertise; pharmaceutical industry leadership (Sanofi Pasteur) .
- Education in neurochemistry and biochemistry; executive training at MIT Sloan .
- Government roles: Chair, Health Biosciences Economic Strategy Table (Government of Canada) .
Equity Ownership
| Beneficial Ownership (as of March 31, 2025) | Shares | % Outstanding | Composition |
|---|---|---|---|
| Karimah Es Sabar | 234,790 | <1% | Options exercisable or becoming exercisable within 60 days under 2021 Plan; early exercise feature available but not indicated |
- Shares outstanding reference: 45,676,887 shares as of March 31, 2025 .
- Pledging/hedging: Company policy prohibits short sales and hedging for officers/directors; pledging requires pre-clearance (alignment positive) .
Governance Assessment
-
Strengths:
- Independent director with relevant domain expertise; active roles on Audit and Nominating & Governance committees bolster board effectiveness .
- Option-heavy compensation aligns director interests with long-term shareholder value; no cash fees (except Executive Chairman) indicates equity alignment .
- Audit Committee engagement evidenced by signed report; committee independence affirmed .
- Hedging restrictions and pledging controls reduce misalignment risk .
-
Concerns/Red Flags:
- Attendance below 75% in 2024 is a governance red flag that may affect investor confidence and committee effectiveness; monitoring future attendance and engagement is warranted .
- Beneficial ownership largely via options; proxy shows <1% ownership—while aligned via equity, the absence of disclosed stock ownership guidelines reduces clarity on “skin-in-the-game” expectations for directors .
- External commitments are extensive (“several biosciences boards” and multiple non-profit/industry boards), raising potential overboarding/time commitment risk; no specific conflicts or related-party transactions are disclosed, but ongoing monitoring is prudent .
-
No related-party transactions involving Es Sabar are disclosed in the proxy sections reviewed .