David Ryan
About David P. Ryan, M.D.
David P. Ryan, M.D. is an independent director of Cullinan Therapeutics (CGEM), serving since November 2022; he is 59 years old as of April 25, 2025 . In April 2025, he became the first President of the Mass General Brigham Cancer Institute; from 2012 to 2025 he served as Clinical Director and Chief of Hematology-Oncology at the MGH Cancer Center, and has held increasing roles at MGH since 1998 . He is the Shelby Memorial Professor of Medicine in the Field of Cancer Therapeutics at Harvard Medical School, holds an M.D. from Columbia College of Physicians and Surgeons, and a B.A. from the College of the Holy Cross . The Board determined he is independent under Nasdaq and SEC rules (all directors other than the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital (MGH) Cancer Center | Clinical Director; Chief, Hematology-Oncology | 2012–2025 | Led oncology clinical operations and research |
| Massachusetts General Hospital | Oncology physician; progressive leadership roles | 1998–2012 | Clinical research in cancer therapeutics |
| Harvard Medical School | Shelby Memorial Professor of Medicine | Current | Academic leadership in cancer therapeutics |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Mass General Brigham Cancer Institute | President | Appointed April 2025 | Executive leadership across system-wide cancer programs |
| College of the Holy Cross | Board Member | Current | Non-profit board service |
| MPM Capital LLC | Advisor | Current | Advisory role to life sciences investor |
| BioImpact Capital LLC (affiliated with MPM) | Advisor | Current | Advisory role; BioImpact is GP of the general partner of UBS Oncology Impact Fund L.P., a 13.03% CGEM holder, indicating a potential governance interlock to a significant shareholder |
Board Governance
- Committee memberships: Compensation Committee member; not a chair (chairs: Compensation—Anthony Rosenberg; Audit—Stephen Webster; Nominating—Anne‑Marie Martin) .
- Independence: Board determined all directors except the CEO (Nadim Ahmed) are independent under Nasdaq/SEC standards; independence assessments considered relationships with >5% holders .
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings for which they served; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least annually in executive session per corporate governance guidelines .
- Clawback oversight: Compensation Committee oversees the company’s incentive compensation recoupment (“clawback”) policy .
Fixed Compensation (Director)
| Component | Policy Amount (2024 schedule) | 2024 Paid (Ryan) |
|---|---|---|
| Board annual cash retainer (Member) | $40,000 | $40,000 (inferred within fees) |
| Compensation Committee member fee | $5,000 | $5,000 (inferred within fees) |
| Total cash fees | — | $45,000 |
- Policy update effective Feb 2025 increased certain cash retainers: Audit members $10,000; Audit chair $20,000; Compensation members $6,000; Compensation chair $12,000; Chairperson’s additional retainer $35,000 .
Performance Compensation (Director Equity)
| Grant Type | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|
| Annual Director Option Grant (2024) | $164,864 | Vests in full on the earlier of 1 year from grant or next annual meeting, subject to continued service | Annual grant provided to non‑employee directors after 1 year of service |
| Initial Director Option Grant (upon board entry) | $275,000 policy in effect pre‑Feb 2025 | Vests in equal installments over 3 years, subject to continued service | Policy increased initial grant to $359,000 effective Feb 2025 |
| Revised Annual Director Option Grant (policy) | $215,000 (effective Feb 2025) | Vests by next annual meeting or first anniversary | Aligns with peer benchmarking |
No performance metrics are tied to director compensation awards; equity awards are service‑based options intended to align with long‑term shareholder value .
Other Directorships & Interlocks
| Entity | Type | Linkage to CGEM | Potential Governance Consideration |
|---|---|---|---|
| UBS Oncology Impact Fund L.P. | 5%+ shareholder (13.03%) | BioImpact Capital LLC is GP of the GP of UBS Oncology Impact Fund L.P. | Ryan advises BioImpact; advisory ties to a significant shareholder merit monitoring for conflicts/interlocks even with independence affirmations |
Expertise & Qualifications
- Deep oncology clinical leadership across MGH and Mass General Brigham; extensive experience in cancer therapeutics and clinical research .
- Academic credentials and current professorship at Harvard Medical School; M.D. from Columbia; B.A. from College of the Holy Cross .
- Industry investor advisory experience (MPM, BioImpact), contributing to translational insight and capital markets perspectives .
Equity Ownership
| Holding Type | Amount | Status / Detail | As-of Date |
|---|---|---|---|
| Options (vested/exercisable within 60 days) | 17,434 shares | Vested/exercisable options counted toward beneficial ownership; less than 1% of outstanding shares | |
| Options (total outstanding awards at 12/31/24) | 41,956 shares | Aggregate option awards outstanding as of year‑end 2024 | |
| Common shares held | Not disclosed as direct common holdings; beneficial ownership entry shows options only | Beneficial ownership reported as “* less than one percent” |
- Policy on trading, pledging, and hedging: insider trading policy prohibits derivative transactions (e.g., short sales, publicly traded options) and purchases of derivative securities providing the economic equivalent of ownership; policy highlights risks associated with margin/pledging, with compliance focus on avoiding misalignment or trading while in possession of MNPI .
- Section 16 compliance: Company believes all Section 16(a) filings were satisfied in 2024 .
Governance Assessment
- Board effectiveness: Ryan’s oncology leadership and academic credentials add clinical rigor to pipeline oversight; his Compensation Committee role places him within pay governance and clawback oversight, supporting accountability mechanisms .
- Independence and attendance: Independence affirmed by the Board; attendance met thresholds, supporting engagement reliability .
- Alignment and incentives: 2024 director pay mix is equity‑heavy ($164,864 options vs. $45,000 cash), aligning incentives with shareholder value; vesting schedules are service‑based, with annual grants vesting by next annual meeting .
- Potential conflicts/interlocks (RED FLAG—monitor): Advisory role to BioImpact Capital, general partner affiliate to a 13.03% holder (UBS Oncology Impact Fund L.P.), poses an interlock risk; although independence is affirmed, investors should monitor recusal practices and related‑party exposure through Audit Committee oversight .
- Policies and controls: Presence of clawback oversight and prohibition of derivative hedging are positive governance signals; Board committees meet regularly with defined charters, and independent director executive sessions occur at least annually .
Overall, Ryan’s clinical and academic expertise strengthens CGEM’s board oversight of oncology programs; equity‑weighted director compensation promotes alignment, while advisory ties to a significant shareholder warrant ongoing observation for conflict mitigation (e.g., recusals, transparent disclosures in “Related Party Transactions”) .