Samarth Kulkarni
About Samarth Kulkarni
Samarth Kulkarni, Ph.D., age 46, is an independent non‑executive director of Centessa Pharmaceuticals plc and a Class I director up for re‑appointment in 2025; he joined the Board in February 2021 and serves on the Compensation Committee and the Nominating & Corporate Governance Committee . He is CEO of CRISPR Therapeutics AG (Nasdaq: CRSP) since December 2017 and a CRISPR Therapeutics director since June 2018; he previously held senior roles at McKinsey & Company and serves on the boards of Black Diamond Therapeutics and Repare Therapeutics; he holds a Ph.D. in Bioengineering & Nanotechnology from the University of Washington and a B.Tech from IIT . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Chief Executive Officer; previously President & Chief Business Officer; Chief Business Officer | CEO since Dec 1, 2017; executive since Aug 2015 | Led company through commercialization and strategic growth |
| CRISPR Therapeutics AG | Director | Since June 2018 | Board oversight at a public biotech |
| McKinsey & Company | Partner, Pharmaceuticals & Biotechnology practice | 2006–July 2015 | Strategy and operations leadership in pharma/biotech |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| CRISPR Therapeutics AG (Nasdaq: CRSP) | Chief Executive Officer; Director | CEO since Dec 2017; Director since Jun 2018 | Public biotech; time commitment significant |
| Black Diamond Therapeutics | Director | Since 2019 | Public biotech directorship |
| Repare Therapeutics | Director | Since 2019 | Public biotech directorship |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I director; standing for re‑appointment in 2025 to serve until the 2028 AGM |
| Independence | Board determined all non‑employee directors, including Kulkarni, are independent under Nasdaq rules |
| Committee memberships | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chairs | Compensation Committee chair: Brett Zbar, M.D.; Nominating & Corporate Governance chair: Francesco De Rubertis, Ph.D. (Kulkarni is not a chair) |
| 2024 meeting cadence | Board: 4; Audit: 5; Compensation: 5; Nominating & Corporate Governance: 0 |
| Attendance | All directors attended ≥75% of Board and committee meetings of which they were members in 2024 |
| AGM attendance | All directors other than Kulkarni attended the 2024 AGM (Kulkarni did not attend) |
| Trading/pledging policy | Insider policy prohibits derivatives transactions and pledging/margin arrangements in company stock |
| Compensation advisors | Compensation Committee retained Aon Radford (independent consultant) in 2024 |
| Comp committee interlocks | None; no insider participation on Compensation Committee |
Fixed Compensation
| Component | Policy (annual) | 2024 Actual (Kulkarni) |
|---|---|---|
| Board cash retainer | $40,000 | $40,000 (component of fees earned) |
| Compensation Committee member fee | $7,500 | $7,500 (component of fees earned) |
| Nominating & Corporate Governance Committee member fee | $5,000 | $5,000 (component of fees earned) |
| Total cash fees | Sum of above | $52,500 |
Notes: Additional chair retainers ($10,000 for Nominating chair; $15,000 for Compensation chair) do not apply to Kulkarni; non‑executive chair retainer ($30,000) applies to the Board chair, not Kulkarni .
Performance Compensation
| Award type | 2024 Grant Fair Value | Vesting | Performance Metrics | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Stock options (annual non‑employee director grant) | $287,242 (grant date fair value per ASC 718) | Annual grant vests in full by first anniversary or next AGM; initial election grant (for new directors) vests monthly over 36 months | None disclosed for director equity awards; time‑based only | Full accelerated vesting upon sale of the company |
Clawback/malus: Company adopted a compensation recovery (clawback) policy in Oct 2023; awards under the 2021 plan made after the 2022 AGM are subject to malus/clawback for misstatement, miscalculation, or serious misconduct within defined periods .
Other Directorships & Interlocks
| Organization | Role | Overlap/Interlock with CNTA | Potential conflict commentary |
|---|---|---|---|
| CRISPR Therapeutics AG | CEO; Director | None disclosed | Different therapeutic focus (gene editing) vs CNTA’s orexin agonists; independence affirmed by CNTA |
| Black Diamond Therapeutics | Director | None disclosed | Public biotech board service; no CNTA related‑party transactions disclosed since 2023 |
| Repare Therapeutics | Director | None disclosed | Public biotech board service; no CNTA related‑party transactions disclosed since 2023 |
Expertise & Qualifications
- CEO of a leading gene‑editing biotech (CRISPR Therapeutics), bringing public company leadership and pharma/biotech commercialization experience .
- Former McKinsey Partner in pharma/biotech; strategic and operational expertise .
- Academic credentials: Ph.D. in Bioengineering & Nanotechnology (University of Washington); B.Tech (IIT); published in scientific and business journals .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares/ADSs) | 304,474 shares (via options exercisable within 60 days) | Represents 0.23% of outstanding shares |
| Options held (total) | 352,474 options outstanding as of 12/31/2024 | Reflects cumulative director grants |
Governance Assessment
- Committee work and independence: Kulkarni is independent and actively serves on Compensation and Nominating committees, with the Compensation Committee meeting 5 times in 2024; the committee uses an independent consultant (Aon Radford) and has no interlocks—solid governance hygiene .
- Engagement signals: All directors met ≥75% attendance thresholds, but the Nominating & Governance Committee had zero meetings in 2024, and Kulkarni did not attend the 2024 AGM—both warrant monitoring for board process rigor and director engagement .
- Pay and alignment: 2024 compensation was equity‑weighted (cash $52,500 vs. option grant fair value $287,242), implying ~85% equity mix; awards are time‑based with single‑trigger full acceleration upon sale of the company—this can align incentives but may be viewed as a shareholder‑unfriendly structure by some investors if not paired with performance conditions .
- Risk controls: Prohibition on hedging/derivatives and pledging/margin mitigates alignment risks; clawback/malus policy applies to equity awards post‑2022 AGM, supporting compensation integrity .
- Conflicts/related party exposure: No related‑party transactions involving directors disclosed since Jan 1, 2023; registration rights are held by certain shareholders but not tied to Kulkarni; Section 16(a) filings were timely for 2024, reducing regulatory risk .
RED FLAGS to monitor
- Nominating & Governance Committee held zero meetings in 2024; sustained inactivity could indicate weak board refreshment/oversight processes .
- Single‑trigger option acceleration upon a sale event for directors; may incentivize transaction timing over long‑term performance .
- AGM non‑attendance by Kulkarni in 2024; repeat patterns could signal limited shareholder engagement .
Positive governance signals
- Independence confirmation; no compensation committee interlocks; use of independent comp consultant; strong insider trading controls and clawback framework .
Director Compensation (2024 snapshot)
| Component | Value ($) |
|---|---|
| Fees Earned or Paid in Cash | $52,500 |
| Option Awards (grant‑date fair value) | $287,242 |
| Total | $339,742 |
Committee Assignments and 2024 Activity
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | Brett Zbar, M.D. | 5 |
| Nominating & Corporate Governance | Member | Francesco De Rubertis, Ph.D. | 0 |
Compliance & Insider Reporting
- Section 16(a) ownership/change reports were timely for directors and officers in 2024 (reduces regulatory overhang) .