Sanford Zweifach
About Sanford Zweifach
Independent Chair of Carisma Therapeutics’ board since the March 7, 2023 Sesen Bio merger closing; previously Chair of Legacy Carisma’s board (Nov 2021). Age 69. BS Biology (UC San Diego) and MS Human Physiology (UC Davis). Background includes founding Pelican Consulting Group (biotech consulting) and prior CEO of Nuvelution Pharma (2015–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pelican Consulting Group | Founder & President | Since Dec 2019 | Biotech consulting leadership |
| Nuvelution Pharma, Inc. | Founder & CEO | 2015–2019 | Led pharma operations |
| Legacy Carisma Therapeutics | Board Chair | Nov 2021–Mar 2023 | Governance leadership pre-merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Essa Pharma Inc. (Nasdaq: EPIX) | Director | Current | Public clinical-stage pharma |
| Compugen Ltd. (Nasdaq: CGEN) | Director | Current | Public clinical-stage drug discovery/development |
Board Governance
- Structure and independence: Board is majority independent; all directors except the CEO are independent. Zweifach is independent and serves as Board Chair (roles of Chair and CEO bifurcated) .
- Chair responsibilities: Chairs executive sessions of independent directors; liaises with CEO on agendas; facilitates board communications; monitors stockholder communications; leads governance and performance discussions .
- Committee assignments:
- Audit Committee: Member (Michael Torok, Chair; members: Torok, Regina Hodits, Sanford Zweifach) .
- Compensation Committee: Member (Briggs Morrison, Chair; members: Morrison, Sanford Zweifach) .
- Nominating & Corporate Governance: Member (Björn Odlander, Chair; members: Odlander, Sanford Zweifach, John Hohneker) .
- Attendance and engagement: Board met 7 times in 2023; each director attended ≥75% of aggregate board and committee meetings; all then‑serving directors attended the 2023 annual meeting .
Fixed Compensation
Carisma’s non‑employee director cash retainer framework (Sanford, as independent Chair and committee member, is eligible for the following amounts by policy):
| Component | Amount (USD) |
|---|---|
| Board Member Annual Fee | $40,000 |
| Chair Incremental Annual Fee | $67,500 |
| Audit Committee – Member | $7,500 |
| Compensation Committee – Member | $5,000 |
| Nominating & Corporate Governance – Member | $4,000 |
| Science Committee – Member (not applicable to Sanford) | $5,000 |
Notes: Fees are paid quarterly in arrears and prorated for partial service .
Performance Compensation
Equity compensation policy for non‑employee directors:
| Grant Type | Size | Vesting | Other Terms |
|---|---|---|---|
| Initial Option Grant | 38,700 shares | 2.7778% monthly over 3 years | Exercise price = FMV on grant date; accelerates upon certain change in control events |
| Annual Option Grant | 19,350 shares | Vests fully on 1st anniversary or immediately prior to next annual meeting | Exercise price = FMV on grant date; issued under 2014 Plan |
Other Directorships & Interlocks
- Current public boards: Essa Pharma (EPIX) and Compugen (CGEN). No disclosed related‑party transactions between these entities and Carisma; Carisma’s related person transactions are subject to Audit Committee review/approval per policy .
Expertise & Qualifications
- Strategic biotech leadership (consulting and operating CEO), governance experience across public and private biopharma boards, and scientific training (Biology, Physiology) supporting oversight of R&D‑driven strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Sanford Zweifach | 220,786 | Less than 1% (*) |
Notes: Percentages based on 41,788,096 shares outstanding as of June 30, 2025. (*) indicates less than 1% per company disclosure .
Governance Assessment
-
Positives
- Independent Chair structure with clear governance responsibilities; enhances objective oversight .
- Multi‑committee participation (Audit, Compensation, Nominating & Governance) aligns with board effectiveness and accountability .
- Attendance at or above board expectations; full annual meeting attendance signals engagement .
- Robust policies: related‑party transaction approval by Audit Committee, anti‑hedging and pledging restrictions (with limited pre‑approved exceptions) .
-
Watch‑Items
- Personal ownership is <1%—alignment largely via options; no disclosed director stock ownership guidelines in effect (committee has authority to establish them) .
- Multiple external board commitments in the biotech sector require monitoring for potential time constraints or perceived interlocks; any transactions with EPIX/CGEN would fall under related‑party policy review .
- As Chair, he signed executive severance documentation (e.g., CEO letters), indicating direct involvement in sensitive compensation actions—appropriate but merits continued transparency .
Overall signal: Independent board leadership, strong committee engagement, and formal governance policies support investor confidence; ownership alignment is modest, suggesting equity grant design and any future ownership guidelines could be levers to strengthen pay‑for‑performance alignment .