Andrew Guggenhime
About Andrew Guggenhime
Andrew Guggenhime (age 56) is the non-executive Chair of the Board at Caribou Biosciences (CRBU), serving since April 2021. He is President and Chief Financial Officer at Vaxcyte, Inc., and is designated CRBU’s “audit committee financial expert.” He holds a B.A. from Middlebury College and an M.B.A. from Northwestern University’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaxcyte, Inc. | President & CFO; previously COO & CFO | Jan 2021–present; May–Dec 2020 | Public-company finance leadership |
| Dermira, Inc. | CFO | Apr 2014–Feb 2020 (acquired by Eli Lilly) | Led finance through M&A |
| CardioDx, Inc. | CFO; Director | Sep 2011–Apr 2014; Director Apr 2014–Jul 2016 | Diagnostics finance; board oversight |
| Calistoga Pharmaceuticals, Inc. | CFO | Sep 2010–Apr 2011 (acquired by Gilead in 2011) | Transaction execution |
| Facet Biotech Corporation | CFO | Dec 2008–Jun 2010 (acquired by Abbott Apr 2010) | Spin-off execution from PDL BioPharma |
| PDL BioPharma, Inc. | CFO | Pre-Dec 2008 | Corporate finance leadership |
| Neoforma, Inc. | CFO | Pre-Mar 2006 (acquired by GHX Mar 2006) | Supply chain solutions finance |
| Merrill Lynch & Co.; Wells Fargo & Co. | Financial services roles | Early career | Capital markets grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sling Therapeutics (private) | Director | Jun 2024–present | Privately held biopharma |
| Metacrine, Inc. | Director | Jul 2018–Mar 2023 | Clinical-stage biopharma |
| Vaxcyte, Inc. | President & CFO (current) | Jan 2021–present | Public-company executive |
Board Governance
- Board Chair; Class II director (term expires at the 2026 annual meeting) .
- Committees:
- Audit Committee: Chair; identified as “audit committee financial expert” .
- Compensation Committee: Member .
- Independence: Board determined Mr. Guggenhime is independent under Nasdaq rules and Rule 10A-3 .
- Attendance and engagement:
- Board held 6 meetings in 2024; each director attended at least 75% of combined Board and committee meetings .
- Audit Committee held 5 meetings in 2024; Compensation Committee held 4 meetings in 2024 .
- Oversight and responsibilities:
- Audit Committee oversees financial reporting, auditor independence, risk (including cybersecurity), and related person transactions .
- Compensation Committee engages independent consultant Pay Governance; reviews executive and director comp and clawback policies .
Fixed Compensation
- Company director cash compensation policy (2024):
- Annual director fee: $40,000 .
- Non-executive Board Chair additional fee: $35,000 .
- Audit Committee: $7,500 member / $15,000 chair .
- Compensation Committee: $5,000 member / $11,000 chair .
- Nominating & Corporate Governance: $5,000 member / $10,000 chair .
- Science & Technology: $5,000 member / $10,000 chair .
- Mr. Guggenhime’s 2024 cash fees: $95,804 .
| Director Cash Compensation (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $95,804 |
Additional policies: fees paid quarterly; prorated for partial service; reimbursement for reasonable expenses .
Performance Compensation
- Equity structure for non-employee directors:
- Annual stock option grants; vest monthly over one year .
- Initial option grants upon Board joining; vest in three annual installments .
- Annual grant sizes: 39,500 shares (Feb 20, 2024); 40,500 shares (Feb 20, 2025) .
- Non-employee director annual compensation cap: $750,000 ($1,000,000 in initial appointment year) under 2021 Plan .
| Equity Awards (Directors) | Grant Date | Award Type | Shares | Vesting |
|---|---|---|---|---|
| Annual grant | Feb 20, 2024 | Stock Options | 39,500 | Monthly over 1 year |
| Annual grant | Feb 20, 2025 | Stock Options | 40,500 | Monthly over 1 year |
| Director Equity Compensation (2024) | Amount ($) |
|---|---|
| Option Awards (grant-date fair value) | $173,358 |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Potential Interlock/Transactions |
|---|---|---|---|---|
| Vaxcyte, Inc. | Public biopharma | President & CFO | Jan 2021–present | No CRBU related-party transactions disclosed involving Vaxcyte/Mr. Guggenhime |
| Sling Therapeutics | Private biopharma | Director | Jun 2024–present | None disclosed |
| Metacrine, Inc. | Public biopharma | Director | Jul 2018–Mar 2023 | None disclosed |
CRBU related-party transactions disclosed primarily relate to Pfizer investment and information rights; audit committee manages approvals per policy; no director-specific related-party transactions involving Mr. Guggenhime are listed .
Expertise & Qualifications
- Audit committee financial expert; extensive public-company CFO experience across biopharma and diagnostics .
- Education: B.A. in International Politics & Economics (Middlebury College); M.B.A. (Northwestern Kellogg) .
- Board leadership: non-executive Chair; dual committee roles (Audit Chair; Compensation member) .
Equity Ownership
- Beneficial ownership and composition (as of April 15, 2025):
- Beneficially owned: 186,065 shares (less than 1% of outstanding) .
- Composition: options exercisable within 60 days of April 15, 2025: 186,065 .
- Shares outstanding: 93,004,602 .
- Outstanding options held by non-employee directors (as of Dec 31, 2024): Mr. Guggenhime 175,940 .
- Hedging/pledging: CRBU policy prohibits hedging and pledging by directors (and immediate family) .
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned | 186,065; <1% of outstanding |
| Composition | Options exercisable within 60 days: 186,065 |
| Shares Outstanding (reference) | 93,004,602 |
| Options Outstanding (12/31/24) | 175,940 |
| Hedging/Pledging Policy | Prohibited for directors |
Director Compensation Mix and Structure
- 2024 mix for Mr. Guggenhime: $95,804 cash vs $173,358 option grant fair value — majority equity at-risk via options .
- Equity awards vest monthly over one year; no director RSUs/PSUs disclosed; annual caps in 2021 Plan mitigate pay inflation risk .
Governance Assessment
- Strengths:
- Independent non-executive Chair with deep CFO experience enhances board effectiveness and financial oversight .
- Audit Committee Chair designation as “financial expert” and robust audit oversight, including auditor independence and risk/cybersecurity review .
- Attendance threshold met; board and committees actively meeting (Board: 6; Audit: 5; Compensation: 4 in 2024) .
- Compensation Committee’s use of independent consultant (Pay Governance) and clawback policy oversight; director compensation capped under 2021 Plan .
- Alignment: equity-heavy director comp (options) and prohibition on hedging/pledging support investor alignment .
- Potential risks/considerations:
- Dual public-company executive role (President & CFO, Vaxcyte) may present time-commitment considerations, though attendance requirements were met in 2024 .
- Related-party transactions: none disclosed involving Mr. Guggenhime; audit committee oversight of related person transactions is explicit .
- RED FLAGS: None disclosed for low attendance, hedging/pledging, or related-party exposure tied to Mr. Guggenhime .