Marella Thorell

About Marella Thorell

Independent, non‑employee Class III director appointed June 30, 2024; chairs the Audit Committee at Carisma Therapeutics (CARM). Beneficial ownership as of May 31, 2025: 12,900 shares underlying options exercisable within 60 days, representing less than 1% of shares outstanding . Concurrently serves as Co‑Chief Executive Officer, Co‑President, Executive Vice President and Chief Financial Officer at Seres Therapeutics (MCRB) as of November 5, 2025, indicating deep finance and operating credentials .

Past Roles

External Roles

Board Governance

• Appointment and committee leadership:
  • Elected Class III director effective June 30, 2024; term to 2026 annual meeting .
  • Serves as Audit Committee Chair .
• Director compensation framework (non‑employee):
  • Cash retainer $40,000; committee membership fees and chair increments per committee; reimbursed reasonable expenses .
  • Initial equity grant: stock option to purchase 38,700 shares at closing price on July 1, 2024; vests 2.7778% monthly over 3 years; standard indemnification agreement .
  • Ongoing policy: annual option grants of 19,350 shares for non‑employee directors on first board meeting after annual meeting; full vest at first anniversary or beforehand .
• Independence/attendance:
  • 2023 board disclosed majority independent and committee independence under Nasdaq/SEC rules; specific independence statement for Thorell not separately disclosed post‑appointment .
  • 2023 attendance: each then‑serving director attended ≥75% of board and committee meetings (pre‑appointment context) .

Fixed Compensation

Performance Compensation

• Anti‑hedging/pledging: Directors are prohibited from short sales, options trading, hedging, and pledging/margin transactions (with limited preapproved exceptions), supporting alignment and risk controls .
• Clawback: Dodd‑Frank compensation recovery policy adopted October 2, 2023 (primarily for executive officers) .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and executive leadership: active principal executive and financial officer roles at a public biopharma (Seres Therapeutics), indicating strong financial oversight capability relevant to Audit Committee chair duties .
• Governance and audit leadership at CARM: appointed as Audit Committee Chair upon joining the Board .

Equity Ownership

• Less than 1% .

• Vested vs. unvested: 12,900 options exercisable within 60 days of May 31, 2025; remaining portion of initial grant subject to ongoing vesting .
• Pledging/hedging: Company policy prohibits hedging/pledging, reducing misalignment risk .

Governance Assessment

• Strengths

  • Audit leadership with active public‑company CFO/Co‑CEO experience, bolstering financial oversight at CARM .
  • Clear, modest cash retainers plus equity options align director incentives with shareholders; anti‑hedging/pledging policy supports alignment .
  • Standard indemnification agreement and established committee charters indicate mature governance infrastructure .

• Watch items

  • Concurrent executive roles at Seres Therapeutics may create time‑commitment pressure for an Audit Chair; monitor meeting attendance and committee workload disclosures when available .
  • Small disclosed beneficial ownership (≤1%) suggests alignment primarily via options; track annual equity grants and eventual ownership growth .
  • Company context: reverse stock split to maintain Nasdaq listing and strategic merger plans signal elevated governance scrutiny and execution risk .

• Recent governance context for CARM

  • Reverse stock split authorization approved August 5, 2025 (votes for: 21,783,014; against: 3,352,989) to address Nasdaq compliance and transaction prerequisites .
  • Operating plan pivot (Dec 2024): workforce reduction (~34%), cessation of CT‑0525 development, increased focus on in vivo mRNA/LNP CAR‑M with Moderna; CFO termination with severance terms disclosed—heightened oversight needs for audit and risk committees .

Related‑Party Transactions and Conflicts

• CARM’s July 1, 2024 8‑K states no arrangements/understandings regarding Thorell’s election and no direct/indirect material interest in related‑party transactions requiring Item 404(a) disclosure at appointment .
• No pledging/hedging permitted under policy; no loans or RPTs disclosed relating to Thorell in reviewed filings .

Director Compensation Summary (Current Policy)

Notes on Independence, Attendance, and Engagement

• Independence: CARM disclosed majority independent board and committee independence in April 2024; specific post‑appointment independence affirmation for Thorell not separately disclosed in reviewed documents .
• Attendance: 2023 attendance ≥75% for all directors (pre‑appointment); Thorell‑specific attendance not disclosed; monitor future proxies for board/committee attendance rates .
• Engagement: As Audit Chair, expected engagement with external auditors, internal controls, and risk oversight per committee charter; continued monitoring recommended .

RED FLAGS

• Time‑commitment risk as dual public‑company Co‑CEO/CFO while serving as CARM Audit Chair—monitor meeting attendance and audit scope execution .
• Corporate stress indicators at CARM (reverse split, workforce reduction, program cessation), increasing demands on audit oversight of controls and disclosures .