Dara Richardson-Heron
About Dara Richardson-Heron
Independent Class III director at Caribou Biosciences since November 2021; age 61. She is a physician-executive with patient engagement and nonprofit leadership experience (former Pfizer Chief Patient Officer; prior NIH leadership). Education: B.A. Biology (Barnard College); M.D. (NYU School of Medicine). The board has determined she is independent under Nasdaq rules; her Class III term expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Chief Patient Officer | Feb 2020 – Aug 2021 | Patient perspective and engagement leadership |
| National Institutes of Health | Chief Engagement Officer and Scientific Executive | Mar 2017 – Jan 2020 | Stakeholder engagement for scientific initiatives |
| YWCA USA, Inc. | Chief Executive Officer | 2012 – 2017 | Led national nonprofit |
| Susan G. Komen Greater NYC | Chief Executive Officer | 2008 – 2012 | Led regional nonprofit |
| United Cerebral Palsy of NYC/UCP Association | Assistant Executive Director/National Chief Medical Officer | Earlier in career (dates not disclosed) | Medical leadership |
| Consolidated Edison Company of New York | Executive Medical Director and Special Assistant to the Chairman/CEO | Earlier in career (dates not disclosed) | Corporate medical leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| DRH Consulting | President & CEO | Since Aug 2021 |
| The ExCo Leadership Group | Executive Coach | Since Jan 2021 |
| The Hastings Center for Bioethics | Board Director | Current |
| New York Foundation for Senior Citizens | Board Director | Current |
Board Governance
- Committee assignments: Nominating & Corporate Governance (NCG) Committee member; not a committee chair -.
- Independence: Board determined all directors except the CEO are independent; includes Dr. Richardson-Heron .
- Attendance: All directors met at least 75% attendance of Board and relevant committee meetings in 2024 .
- Board structure: Classified board; Class III term through 2027 annual meeting. Board chair is independent (Andrew Guggenhime); no lead independent director disclosed .
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Cash fees earned | $49,457 |
Fee schedule for non-employee directors in 2024:
- Annual cash retainer: $40,000 .
- Committee fees: Audit $7,500 ($15,000 chair); Compensation $5,000 ($11,000 chair); NCG $5,000 ($10,000 chair); Science & Tech $5,000 ($10,000 chair) .
Performance Compensation
| Grant Date | Instrument | Size | Vesting | Reported Grant-Date Fair Value (USD) |
|---|---|---|---|---|
| Feb 20, 2024 | Stock Options | 39,500 options (annual director grant) | Vests monthly over 1 year | $173,358 (total 2024 option award value for Dr. Richardson-Heron) |
| Feb 20, 2025 | Stock Options | 40,500 options (annual director grant) | Vests monthly over 1 year | Not disclosed in proxy |
Notes:
- Initial board appointment grants vest in three annual installments; annual director grants vest monthly over one year .
- No director performance metrics apply; director equity vesting is service-based, not tied to financial/ESG targets .
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond CRBU .
- Nonprofit boards: The Hastings Center; New York Foundation for Senior Citizens .
- Potential interlocks/conflicts: Pfizer is a >5% stockholder and party to an information rights agreement (with related revenue); the Audit Committee reviews related party transactions under a formal policy. Dr. Richardson-Heron is a former (not current) Pfizer executive, and the Board deems her independent under Nasdaq rules .
Expertise & Qualifications
- Physician-executive with patient advocacy and engagement expertise (Pfizer Chief Patient Officer; NIH engagement leadership) .
- Nonprofit CEO experience (YWCA USA; Komen NYC) .
- Education: B.A. Biology (Barnard); M.D. (NYU) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Dara Richardson-Heron, M.D. | 115,125 | <1% | As of April 15, 2025; includes shares acquirable within 60 days under SEC rules |
| Options Outstanding (aggregate, 12/31/2024) | 105,000 | n/a | Director options outstanding as of year-end 2024 |
| Pledging/Hedging | Prohibited | n/a | Company policy prohibits pledging, hedging, options trading, and short sales by directors |
Governance Assessment
- Positives: Independent director; member of the NCG committee overseeing governance and conflicts; met attendance expectations; meaningful equity exposure via annual option grants; anti-hedging/pledging policy enhances alignment. Director compensation appears balanced with cash retainer plus service-based equity; total 2024 director pay $222,815 (cash $49,457; options $173,358) - .
- Monitoring items: Related-party exposure with Pfizer as a 5% holder and information rights agreement is audited under policy; former Pfizer employment may draw investor scrutiny but independence is affirmed by the Board and related party transactions are overseen by the Audit Committee .
- Context: As an EGC, CRBU does not conduct say-on-pay votes; compensation governance (including clawback policy for executive incentive comp) is nonetheless disclosed and in place .