Utpal Koppikar
About Utpal Koppikar
Independent Class III director at C4 Therapeutics (term expires 2026); age 54. Audit Committee chair and member of the Organization, Leadership & Compensation Committee (OLCC); designated “audit committee financial expert.” CFO of Verily (Alphabet) since April 2023; prior senior finance roles at Atara Biotherapeutics, Gilead, and Amgen. Education: B.S. Aerospace Engineering (University of Maryland), M.S. Aeronautical Engineering (Stanford), MBA (UCLA Anderson). Independence affirmed by the Board under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily (Alphabet) | Chief Financial Officer | Since Apr 2023 | Senior finance leadership at precision health platform |
| Atara Biotherapeutics | EVP & CFO (roles of increasing responsibility) | Jun 2018–Mar 2023 | Led finance for T‑cell immunotherapy developer |
| Gilead Sciences | Vice President of Finance | Jun 2011–Jun 2018 | Broad finance responsibilities at large-cap biotech |
| Amgen | Executive Director of Finance | Jan 2001–Jun 2011 | Senior finance leadership at global biopharma |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flexion Therapeutics (public; acquired by Pacira) | Director; Audit Committee Chair | Prior to acquisition in 2021 | Chaired Audit Committee until acquisition by Pacira BioSciences |
| Current public company boards | — | — | None; Board skills table shows 0 current public boards |
Board Governance
- Committee assignments: Audit Committee chair; OLCC member. Audit Committee met 8 times in 2024; OLCC met 6 times in 2024. Board met 7 times in 2024, and each director attended ≥75% of Board and committee meetings; all directors except the CEO are independent .
- Board structure: Classified Board (three classes; staggered terms) with separate Chair and CEO; independent Chair since June 2024. Independent directors hold executive sessions at least annually .
- Risk oversight: Audit Committee oversees financial reporting, controls, and related-person transactions; reports to the Board on major risks including cyber/data privacy .
Fixed Compensation
| Component | Amount (2024) | Detail |
|---|---|---|
| Board annual cash retainer | $40,000 | Non‑employee director base retainer |
| Audit Committee Chair retainer | $15,000 | Committee chair premium |
| OLCC member retainer | $5,000 | Non‑chair member (2024 schedule) |
| Total cash fees earned | $60,000 | Sum of above for 2024 |
Notes:
- Directors may elect unrestricted shares in lieu of cash; no such election disclosed for Koppikar in 2024 .
- 2025 schedule adjustments (for reference): OLCC chair $12,000; OLCC member $6,000; NCGC chair $10,000; NCGC member $5,000; Audit Committee rates unchanged .
Performance Compensation
| Award Type | 2024 Grant Detail | Vesting | Valuation |
|---|---|---|---|
| Stock options (annual director grant) | Programmatic grant for continuing directors: 32,500 shares in 2024 (capped by $650k fair value) | Fully vests at earlier of 1 year or next annual meeting | Policy terms; grant at FMV on grant date |
| Stock options (Koppikar 2024) | Aggregate grant-date fair value | — | $131,625 |
| Options outstanding (as of 12/31/2024) | 99,700 | Various prior grants; exercise timing governs beneficial status | Count outstanding, not valuation |
Program features and controls:
- Option timing policy avoids grants around material nonpublic disclosures; options priced at FMV; equity awards administered by OLCC .
- 2024 broad employee option repricing excluded directors and the CEO; future repricing now requires prior stockholder approval (amended Oct 2024) .
No director performance metrics (TSR, EBITDA, ESG) disclosed for director pay; director equity is time-based and service-linked .
Other Directorships & Interlocks
| Company | Type | Relationship to C4T |
|---|---|---|
| Flexion Therapeutics (past) | Public biopharma (acquired) | Prior directorship; no current interlock disclosed |
| Current public boards | — | None |
No related-party transactions involving Koppikar disclosed; Audit Committee reviews all related-person transactions under a written policy .
Expertise & Qualifications
| Dimension | Evidence |
|---|---|
| Audit/financial expertise | Designated “audit committee financial expert” under SEC rules |
| Biopharma finance leadership | CFO Verily; EVP/CFO Atara; VP Finance Gilead; ED Finance Amgen |
| Governance | Independent director; serves on AC and OLCC |
| Education | B.S. University of Maryland; M.S. Stanford; MBA UCLA Anderson |
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Utpal Koppikar | 5,667 | 99,700 | 105,367 | <1% |
Policy safeguards:
- Insider trading policy prohibits hedging, short sales, and pledging company stock; Rule 10b5‑1 plan governance in place .
Governance Assessment
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Strengths
- Independent director with deep finance credentials; designated audit committee financial expert; chairs AC overseeing controls and related-party review .
- Strong engagement indicators: Board/committee meeting cadence (Board 7; AC 8; OLCC 6), and all directors at ≥75% attendance; annual stockholder meeting attendance encouraged and achieved in 2024 .
- Director pay tilted to equity options, aligning incentives with long-term value; no hedging/pledging allowed; directors excluded from 2024 option repricing; future repricing requires stockholder approval (positive governance signal) .
-
Watch items / RED FLAGS
- Classified Board structure can entrench directors and slow accountability cycles; Board acknowledges anti‑takeover effects though views structure as aligned to long-run pipeline orientation .
- Proposal to double authorized shares (from 150M to 300M) increases dilution capacity; Board notes potential adverse effects on EPS/book value and voting power .
- Related-party exposure with a >5% holder (Betta) via licensing, supply, and equity purchase agreements; substantial estimated clinical supply program; AC oversight mitigates but monitor execution and pricing fairness .
- 2024 Say‑on‑Pay support at ~74%—not a failure but below typical large-cap norms; signals investor scrutiny of pay practices and repricing history (though directors were excluded) .
-
Overall implication for investor confidence
- Koppikar’s independence and audit oversight, combined with equity-heavy director compensation and strict anti‑hedging policies, support governance quality. Maintain focus on dilution risks from authorized share increase and on related-party transaction execution; continued strong AC oversight under Koppikar is critical to sustaining confidence .