Nancy Whiting
About Nancy Whiting
Nancy Whiting, Pharm.D., age 52, has served as an independent director of Caribou Biosciences (CRBU) since August 2021 and is a Class II director with a term expiring at the 2026 annual meeting. She is President & CEO and a director of Recludix Pharma (since September 2021), previously spent ~15 years at Seagen Inc. in senior development and corporate strategy roles, and holds a B.S. in Pharmacy (University of British Columbia) and Pharm.D. (University of Washington). The Board cites her extensive experience across all phases of drug development as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. (formerly Seattle Genetics) | EVP Corporate Strategy; EVP Late-Stage Development; SVP Clinical Development & Medical Affairs; Head of Experimental Medicine | 2007–2021 | Led late-stage development and strategy; deep drug development expertise cited as board qualification |
| Seattle Cancer Care Alliance | Clinical Oncology Pharmacist | Not disclosed | Clinical oncology background |
| Vancouver Hospital (Bone Marrow Transplant & Acute Leukemia) | Staff Pharmacist | Not disclosed | Hematology/oncology clinical experience |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Recludix Pharma | President & CEO; Director | Sep 2021 | Private biotech; executive leadership |
| Boundless Bio, Inc. | Director | Oct 2023 | Public-company directorship |
Board Governance
- Committee assignments: Compensation Committee member; Science & Technology (S&T) Committee Chair .
- Independence: Board determined all directors except the CEO (Haurwitz) are independent under Nasdaq rules; audit committee independence meets Rule 10A-3 .
- Attendance and engagement: Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings. S&T met four times; Compensation met four times; Audit met five times; NCG met four times .
- Board structure: Classified board; Whiting is Class II with term ending at the 2026 annual meeting .
- Risk oversight: S&T provides guidance on R&D and clinical trials; NCG oversees independence and conflicts; Audit oversees related person transactions and cybersecurity; Compensation oversees comp-related risk .
Fixed Compensation
| Component | Annual Rate | Role Applicability | 2024 Actual Cash Paid |
|---|---|---|---|
| Board cash retainer | $40,000 | All non-employee directors | $61,144 (aggregate fees earned) |
| Compensation Committee member fee | $5,000 | Members; $11,000 for Chair | Included in actual |
| Science & Technology Committee Chair fee | $10,000 | Chair (members: $5,000) | Included in actual |
| Meeting fees | None disclosed | n/a | n/a |
| Chair of Board additional fee | $35,000 | Board Chair only | n/a |
All cash fees are paid quarterly and prorated for partial service; reasonable travel expenses reimbursed .
Performance Compensation
| Award Type | Grant Date | Shares/Options | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual stock option grant | Feb 20, 2025 | 40,500 options (each non-employee director) | Vests monthly over 1 year | Not disclosed |
| Annual stock option grant | Feb 20, 2024 | 39,500 options (each non-employee director) | Vests monthly over 1 year | $173,358 (2024 option awards value) |
| Initial director option grant (upon joining Board) | Not disclosed | Not disclosed | Vests in 3 annual installments | Not disclosed |
- Non-employee director annual compensation cap: $750,000 (or $1,000,000 in initial appointment year), inclusive of cash plus grant-date fair value of equity .
- Outstanding options (as of Dec 31, 2024): Whiting held 118,060 options .
Other Directorships & Interlocks
| Company | Relationship to CRBU | Potential Interlock/Conflict Considerations |
|---|---|---|
| Boundless Bio, Inc. | External directorship | No CRBU-disclosed transactions; NCG oversees independence; Audit reviews related party transactions |
| Recludix Pharma | CEO & Director | As S&T Chair, assesses technologies to be licensed/acquired; related party transactions require Audit Committee approval per policy; no disclosed transactions with Recludix |
Expertise & Qualifications
- Education: B.S. in Pharmacy (University of British Columbia); Pharm.D. (University of Washington) .
- Technical/industry expertise: Extensive experience across phases of drug development; senior leadership in clinical and late-stage development; clinical oncology pharmacy background .
- Board qualification: Drug development expertise cited by CRBU as rationale for Board service .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Nancy Whiting, Pharm.D. | 128,185 | <1% (based on 93,004,602 shares) | Consists of options exercisable within 60 calendar days of Apr 15, 2025 |
| Shares outstanding (reference) | 93,004,602 | — | Basis for % computation |
| Options outstanding (12/31/2024, reference) | 118,060 | — | Aggregate options held as of year-end |
- Hedging/pledging: Company policy prohibits short sales, options trading, hedging, and pledging of company securities by directors (and immediate family members) .
- Director stock ownership guidelines: Not disclosed for directors; compensation committee determines executive officer guidelines “if any” .
Governance Assessment
- Board effectiveness and engagement: Whiting chairs the S&T Committee (4 meetings in 2024) and serves on Compensation (4 meetings), with the full Board meeting six times; directors met ≥75% attendance thresholds, supporting engagement .
- Independence and conflict controls: Board deems her independent under Nasdaq rules; NCG oversees independence, Audit reviews related person transactions, and a formal Related Person Transaction Policy is in place—no related transactions disclosed involving Whiting .
- Pay-for-performance signals: Director pay is equity-heavy via options (2024: $173,358 options vs. $61,144 cash), aligning incentives with shareholder outcomes; annual grants vest monthly over one year, supporting ongoing alignment .
- Ownership alignment: Beneficial ownership consists of vested/exercisable options; hedging and pledging are prohibited—positive alignment safeguards; no director ownership guidelines disclosed for directors .
RED FLAGS
- None disclosed regarding related-party transactions, pledging, hedging, or low attendance. Potential perceived conflict could arise from concurrent CEO role at Recludix while chairing S&T (which assesses technology acquisitions/licensing), but CRBU’s independence oversight (NCG) and related-party approval controls (Audit) mitigate this risk; no transactions with Recludix are disclosed .
Notes on Compensation Committee Practices
- Composition: Braunstein (Chair), Guggenhime, Whiting .
- Consultant: Pay Governance engaged; attends executive sessions; reports to Compensation Committee (not management) .
- Responsibilities include director pay reviews, clawback policy oversight, succession planning, and setting/monitoring executive stock ownership guidelines .