Philip Gotwals
CAPRICOR THERAPEUTICSAbout Philip J. Gotwals, Ph.D.
Independent director at Capricor Therapeutics since July 2023; age 62 as of April 1, 2025. Background spans ~30 years in biotech with senior roles in business development and immuno-oncology at Novartis Institutes for Biomedical Research; Partner at RedSky Partners since 2023. Education: B.A. Biology (Amherst), Ph.D. Genetics (UC Berkeley), postdoctoral research at MIT, business training at Harvard Business School. The Board affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Institutes for BioMedical Research (NIBR) | Global Head, VP Business Development & Licensing | 2019–2023 | Oversaw BD across disease areas/tech; executed >50 strategic transactions (licensing, collaborations, acquisitions, new company creation). Led CAR‑T collaboration with Univ. of Pennsylvania. |
| NIBR | Global Head, Search & Evaluation | 2017–2019 | Led global search & evaluation for pipeline expansion. |
| NIBR | Executive Director, Immuno-Oncology | 2009–2017 | Built immuno-oncology strategic research area. |
| Altus Pharmaceuticals | VP, Program Management | 2006–2009 | Led product development project management. |
| Biogen | Senior Director, Program & Alliance Management | 1994–2006 | Led early product development teams in autoimmune, neurology, oncology. |
External Roles
| Organization | Role | Start | Committees/Details |
|---|---|---|---|
| RedSky Partners, LLC | Partner | 2023 | Advisory services in corporate strategy and BD. |
| OmniAb, Inc. (NASDAQ: OABI) | Director (Class II) | Apr 18, 2025 | Human Capital Management & Compensation; Science & Technology committees. Granted 40,000 RSUs and options for 80,000 shares upon appointment; Board determined independence; no Item 404(a) transactions. |
Board Governance
- Independence: Board affirmed Gotwals meets Nasdaq independence standards; all standing committees comprised solely of independent directors.
- Committee assignments/chairs (FY2024): Not a member of Audit, Compensation, or Nominating & Corporate Governance; no chair roles.
- Attendance: FY2023—below 75% threshold; FY2024—met ≥75% (only Es Sabar below threshold).
- Executive sessions: Independent directors meet in executive session periodically.
| Governance Attribute | FY2023 | FY2024 |
|---|---|---|
| Audit Committee membership | No | No |
| Compensation Committee membership | No | No |
| Nominating & Corporate Governance membership | No | No |
| Committee meetings held (Audit/Comp/Nom-Gov) | 4 / 3 / 1 | 4 / 3 / 1 |
| Board meeting attendance (≥75%) | No | Yes |
Fixed Compensation
- Cash retainers/fees: At present, other than Executive Chairman Dr. Litvack, non‑employee directors receive no cash compensation; directors are reimbursed reasonable travel expenses.
| Year | Fees Earned in Cash ($) | Notes |
|---|---|---|
| 2023 | — | Non‑employee directors compensated via options only; expense reimbursement policy in place. |
| 2024 | — | Same structure continued. |
Performance Compensation
- Equity structure: New non‑employee directors (2021–2024) received initial options for 115,000 shares, vesting 25% on first anniversary of month following grant, remainder vesting monthly over three years (time‑based vesting; no performance metrics disclosed).
- 2025 Equity Incentive Plan: New plan adopted for equity incentives; subject to stockholder approval; includes evergreen additions and is administered by Board/Comp Committee.
| Year | Option Awards (Grant Date Fair Value, $) | Outstanding Options at Year‑End (Shares) |
|---|---|---|
| 2023 | 467,360 | 115,000 |
| 2024 | 157,064 | 151,950 |
Vesting Terms: Initial non‑employee director option vests 25% at first anniversary of the first day of the month after grant; remaining 75% vests monthly over the following three years, contingent on continued service.
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Notes |
|---|---|---|---|
| OmniAb, Inc. | Director | Human Capital Mgmt & Compensation; Science & Technology | Board determined independence; filing states no related-party transactions (Item 404(a)); no disclosed supplier/customer relationship with CAPR. |
Expertise & Qualifications
- Strategic BD leader with >50 executed strategic transactions at Novartis NIBR; built immuno‑oncology area including CAR‑T collaboration.
- Education: Amherst (B.A. Biology), UC Berkeley (Ph.D. Genetics), MIT postdoc; business training at Harvard Business School; widely published in integrin biology.
- Experience across early‑stage private/public companies; operational depth in pharma.
Equity Ownership
| As of | Beneficial Ownership (Shares) | % Outstanding | Composition/Footnotes | Options Outstanding (Shares) |
|---|---|---|---|---|
| Mar 18, 2024 | 17,450 | <1% | Includes options exercisable or becoming exercisable within 60 days under 2021 Plan; early exercise feature exists; no indication of early exercise intent. | 115,000 |
| Mar 31, 2025 | 99,152 | <1% | Entirely options exercisable or becoming exercisable within 60 days; subject to early exercise under 2021 Plan; no indication of early exercise intent. | 151,950 (Dec 31, 2024) |
- Hedging/Pledging: Hedging prohibited for officers/directors; pledging requires pre‑clearance per Insider Trading Policy. No pledging or hedging by Gotwals disclosed.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
-
Strengths
- Independence affirmed; no related‑party transactions disclosed upon appointment.
- Deep transactional and scientific operating expertise (BD leadership at NIBR; immuno‑oncology build; CAR‑T collaboration).
- Equity‑centric director compensation (no cash fees), aligning pay more directly with long‑term equity value.
- Attendance improved: below threshold in FY2023, but at/above 75% in FY2024.
-
Risks / RED FLAGS
- Attendance shortfall in FY2023 (<75% of Board/committee meetings). This is a governance red flag; monitor ongoing engagement.
- Low “skin‑in‑the‑game”: beneficial ownership comprises options; less than 1% of shares outstanding, with minimal direct shareholdings disclosed.
- Potential dilution context: Company forecasts substantial option grants (~2.5M shares over next year; ~5.5% of outstanding) and large outstanding equity awards (~23.5% of shares as of Dec 31, 2024); directors compensated via options under these plans—investors should monitor equity usage and burn.
- New outside board seat (OmniAb) increases time commitments; however, OmniAb filing indicates independence and no Item 404(a) conflicts.
Related Party Transactions Oversight: CAPR relies on Board review/approval of related party transactions; Board determined Gotwals had no disqualifying relationships and no Item 404(a) transactions at appointment.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $0 | $0 |
| Meeting fees (cash) | $0 | $0 |
| Committee membership fees (cash) | $0 | $0 |
| Committee chair fees (cash) | $0 | $0 |
| Expense reimbursement | Policy to reimburse travel/out‑of‑pocket expenses. | Policy continued. |
Performance Compensation
| Grant/Plan Feature | Details |
|---|---|
| Initial Director Option Grant (new directors 2021–2024) | 115,000 options; 25% vests at first anniversary of the first day of the month following grant; remaining 75% vests monthly over next 36 months; continuous service required. |
| Director Option Awards (fair value) | 2023: $467,360; 2024: $157,064. |
| Outstanding Options (year‑end) | 12/31/2023: 115,000; 12/31/2024: 151,950. |
| Plan Administration & Evergreen | 2025 Equity Incentive Plan administered by Board/Comp Committee; authorizes multiple award types; automatic annual increase of 5% of outstanding shares (2026–2035). |
Performance Metrics: No director‑specific performance targets (e.g., TSR/EBITDA) disclosed for equity vesting—vesting is time‑based.
Other Directorships & Interlocks
| Organization | Role | Start Date | Committees |
|---|---|---|---|
| OmniAb, Inc. | Director | Apr 18, 2025 | Human Capital Mgmt & Compensation; Science & Technology; independent; initial RSU and option grants on appointment; no Item 404(a) conflicts. |
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mar 18, 2024 | 17,450 | <1% | Options exercisable within 60 days under 2021 Plan; early exercise feature; no early exercise intent indicated. |
| Mar 31, 2025 | 99,152 | <1% | Options exercisable or becoming exercisable within 60 days; early exercise feature; no early exercise intent indicated. |
Hedging/Pledging: Hedging prohibited; pledging requires pre‑clearance; no pledging disclosed for Gotwals.
Governance Assessment
- Board effectiveness for Gotwals is supported by significant BD and R&D experience, independence, and improved attendance in FY2024; his contribution aligns with CAPR’s development‑stage needs.
- Watchpoints for investors: 2023 attendance shortfall; low direct ownership alignment; board’s heavy use of options and evergreen share additions may contribute to dilution—monitor future director grants and overall equity burn.