Barbara McClung
About Barbara McClung
Barbara G. McClung, J.D., is Chief Legal Officer and Corporate Secretary at Caribou Biosciences (CRBU), a role she has held since April 2015; she is 70 years old as of April 15, 2025, and is a registered patent attorney admitted in CA/DE/PA, with B.A. (UC San Diego), M.A. (University of Pennsylvania), and J.D. (University of Pennsylvania Law School). She teaches biotechnology law at UC Berkeley School of Law and has over three decades of biotechnology industry legal leadership across IP, corporate, and governance roles . Operating performance context: CRBU remains a clinical-stage biotech with modest collaboration revenue and negative EBITDA; revenue declined from FY2023 to FY2024 and losses expanded, consistent with an R&D-heavy profile (see financial table below; values from S&P Global). CRBU does not conduct say‑on‑pay votes as an EGC, limiting direct shareholder feedback on executive pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intarcia Therapeutics, Inc. | Vice President, General Counsel, and Corporate Secretary | 2007–2013 | Led legal and corporate secretary functions at a biotech company |
| Cygnus, Inc. | Chief Legal Officer and Corporate Secretary | 1998–2005 | Oversaw legal, IP, and governance for a medical/biotech company |
| Chiron Corporation (Vaccines Division) | Corporate Patent Counsel | 1990–1998 | Managed vaccines IP portfolio and patent strategy |
| Townsend & Townsend (law firm) | Associate | 1989–1990 | Patent litigation/prosecution experience |
| E.I. du Pont de Nemours and Company | Patent Attorney | 1987–1989 | Early-career patent practice foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| UC Berkeley School of Law | Lecturer in biotechnology law | Ongoing | Academic teaching role complements industry legal expertise |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 468,650 | 485,053 |
| Target bonus (% of base) | 40% | 40% |
| Actual annual bonus paid ($) | 187,460 (paid Mar-2024) | 169,769 (paid Mar-2025) |
| Retirement plan match ($) | 13,200 | 13,800 |
Notes:
- The compensation committee approves executive pay; Pay Governance is the independent consultant .
Performance Compensation
Annual Cash Incentive Plan (Company-wide strategic goals)
| Year | Metric framework | Weighting | Target (as % base) | Payout factor | Actual payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Company strategic goals (specific metrics not disclosed) | Not disclosed | 40% | 87.5% of target | 169,769 | N/A |
| 2023 | Company strategic goals (specific metrics not disclosed) | Not disclosed | 40% | 100% of target | 187,460 | N/A |
Equity Awards (grants applicable to McClung)
| Grant date (vesting commencement) | Instrument | Shares/units | Strike/Ref price | Vesting schedule | Expiration | Status/outcome |
|---|---|---|---|---|---|---|
| 02/20/2024 | RSU | 33,000 | $6.81 (close) | 25% annually on each anniversary of 2/20/2024 (4 tranches) | — | Unvested as of 12/31/2024; market value $52,470 at 12/31/2024 |
| 02/20/2024 | Stock options | 153,000 | $6.81 | 25% cliff at 1-year, then monthly over remaining 3 years | 02/19/2034 | Unexercisable 153,000 as of 12/31/2024 |
| 02/21/2023 | Stock options | 131,000 | $6.12 | Monthly over 4 years from 2/21/2023 | 02/20/2033 | 60,041 exercisable; 70,959 unexercisable (12/31/2024) |
| 12/20/2021 | Stock options | 147,000 | $15.16 | Monthly over 4 years from 12/20/2021 | 12/19/2031 | 110,250 exercisable; 36,750 unexercisable (12/31/2024) |
| 03/02/2021 | Stock options | 231,914 | $4.11 | 25% at 1-year, then monthly (4-year total) | 03/29/2031 | 217,420 exercisable; 14,494 unexercisable (12/31/2024) |
| 10/01/2019 | Stock options | 47,318 | $2.69 | 25% at 1-year, then monthly (4-year total) | 09/30/2029 | 47,318 exercisable (12/31/2024) |
| 08/22/2022 | PSU (clinical milestone) | 9,191 (target) | $9.90 (close at grant) | Performance-based; contingent on CB-010 milestone by 12/31/2024 | — | Not achieved; PSUs forfeited as of 12/31/2024 |
Observations: 2024 equity tilted toward options with supplemental RSUs; forfeiture of 2022 PSUs indicates stretch performance calibration; vesting cadence (monthly for options, annual for RSUs) creates periodic liquidity windows but company policy prohibits hedging and pledging .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (4/15/2025) | 907,545 shares; <1% of outstanding (93,004,602 shares) |
| Insider transaction policy | Hedging, short sales, options trading, and margin/pledging prohibited |
| Ownership guidelines | Compensation committee determines stock ownership guidelines “if any”; no fixed multiples disclosed |
| Vested vs unvested (12/31/2024) | Options exercisable: 435,029; options unexercisable: 275,203; RSUs unvested: 33,000 |
| Option detail | Multiple grants outstanding; strikes from $2.69 to $15.16; expirations 2029–2034 |
| Pledging | Prohibited by policy (no pledges permitted) |
| Clawback | Mandatory recoupment policy adopted in 2023 (Rule 10D-1/Nasdaq) |
Employment Terms
| Term | Detail |
|---|---|
| Role start | Chief Legal Officer & Corporate Secretary since April 2015 |
| Employment agreement | Amended & restated officer employment agreement dated July 27, 2021 (amending June 30, 2017) |
| Base and target bonus | Subject to Board review; target annual bonus 40% of base (for 2024) |
| Severance (non‑CoC) | If terminated without cause or for good reason: 9 months base salary and up to 9 months benefits; certain historical unvested options (at A&R agreement effective date) accelerate; option exercise window extended to 12 months (subject to expiry) |
| Severance (double‑trigger CoC) | If terminated without cause/for good reason within 12 months after (or within 3 months before) a 409A change in control: 12 months base salary, up to 12 months benefits, 1.0x target annual bonus, and 100% vesting of then‑unvested stock options and time‑based RSUs; timing/lump-sum mechanics per 409A rules |
| Definitions | Good reason and cause definitions per agreement (e.g., material diminution, relocation >50 miles; misconduct, felony, policy violations, failure to cooperate) |
| Taxes | No tax gross‑ups; standard 401(k) with match (100% of first 4% of comp) |
| Hedging/pledging | Prohibited (short sales, derivatives, margin/pledge, hedging) |
Company Performance Context
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $34.477M* | $9.994M* |
| EBITDA | $(112.534)M* | $(158.189)M* |
| Net Income (Loss) | $(102.070)M* | $(149.105)M* |
| Metric (USD) | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues | $2.077M* | $2.353M* | $2.667M* | $2.198M* |
| EBITDA | $(37.091)M* | $(41.748)M* | $(34.261)M* | $(28.769)M* |
| Net Income (Loss) | $(35.490)M* | $(39.991)M* | $(54.098)M* | $(27.548)M* |
Values retrieved from S&P Global.*
Additional Governance and Compensation Design Notes
- Compensation oversight and governance: Compensation committee (with Pay Governance as independent advisor) reviews executive pay, goals, severance terms, and clawback policy .
- Equity plan change‑in‑control features: Under the 2013 and 2021 equity plans, awards may be assumed, accelerated, cashed-out, or terminated depending on deal structure; the 2021 Plan permits accelerated vesting if not assumed or upon post‑deal termination per administrator discretion .
- Say‑on‑pay: As an EGC/smaller reporting company, CRBU has elected not to hold say‑on‑pay or frequency votes at this time .
Investment Implications
- Pay-for-performance alignment: McClung’s variable pay reflects company-wide outcomes (87.5% of target in 2024, 100% in 2023), and 2022 PSUs were forfeited when a clinical milestone was missed—signals performance calibration and some discipline on equity payouts .
- Retention risk vs. selling pressure: Significant unvested/options outstanding (275,203 unexercisable options and 33,000 RSUs at 12/31/2024) provide retention hooks; vesting cadence (monthly options, annual RSUs) creates episodic liquidity windows, but company policy eliminates hedging/pledging, reducing misalignment risk .
- Change‑of‑control economics: Double‑trigger protection (12 months base, 1.0x target bonus, full time‑based equity acceleration) is standard for biotech NEOs; not excessive vs peers and mitigates deal‑completion friction while preserving alignment .
- Ownership alignment: Beneficial ownership of 907,545 shares (<1%) plus long‑tenure and prohibition on pledging supports alignment; no disclosed ownership multiple guidelines may be a neutral or minor gap .
- Execution considerations: Legal/IP continuity under a veteran biotech CLO supports CRBU’s partnering, clinical/IP strategy, and disclosure rigor during pivotal program milestones; however, company remains loss‑making and reliant on pipeline maturation and external funding, which constrains absolute pay-for-performance optics (see financials; S&P Global).