Natalie Sacks
About Natalie Sacks
Natalie Sacks, M.D., age 60, has served on Caribou Biosciences’ board since May 2018; she is an oncologist and currently a Venture Partner at Novo Holdings Ventures Investment . She holds a B.A. in Mathematics (Bryn Mawr), an M.S. in Biostatistics (Harvard School of Public Health), and an M.D. (University of Pennsylvania) . She is a Class III director with a term expiring at the 2027 Annual Meeting and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harpoon Therapeutics, Inc. | Chief Medical Officer | Oct 2018 – Jun 2022 | Led clinical development; company later acquired by Merck |
| Onyx Pharmaceuticals, Inc. | Development leadership | Apr 2011 – Feb 2014 | Oncology development; Onyx acquired by Amgen |
| Aduro Biotech, Inc. | Development leadership | Sep 2016 – Sep 2018 | Clinical-stage immunotherapy development |
| Exelixis, Inc. | Development leadership | Sep 2009 – Mar 2011 | Oncology drug development |
| Cell Genesys, Inc. | Development leadership | Nov 2002 – Apr 2009 | Oncology/biotech development |
| UCSF (Division of Hematology/Oncology) | Volunteer Assistant Clinical Professor of Medicine | Oct 2004 – Oct 2016 | Academic contributions in oncology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novo Holdings Ventures Investment | Venture Partner | Current | Investor role; potential visibility into biotech pipeline |
| Zymeworks, Inc. | Director | Aug 2017 – Jun 2023 | Public company directorship; clinical-stage biotech |
Board Governance
- Committee assignments: Chair of Nominating & Corporate Governance (NCG); member of Science & Technology (S&T) .
- Committee activity: NCG held 4 meetings in 2024; S&T met 4 times in 2024 .
- Independence: Board determined all directors other than CEO Rachel Haurwitz are independent under Nasdaq; audit committee meets Rule 10A-3; compensation members are non‑employee directors .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of combined Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Independent Chair (Andrew Guggenhime); CEO and Chair roles separated to enhance oversight .
- Risk oversight: NCG oversees independence and conflicts; S&T oversees R&D strategy; compensation oversees pay-related risk; audit oversees financial and cybersecurity risk .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $55,000 | Matches fee schedule for base + committee roles (below) |
| Annual Director Cash Fee | $40,000 | Paid quarterly, prorated as needed |
| NCG Committee Chair Fee | $10,000 | Chair fee (instead of $5,000 member) |
| S&T Committee Member Fee | $5,000 | Member fee |
| Meeting Fees | None disclosed | No per‑meeting fees disclosed |
| Expense Reimbursement | Entitled to reasonable travel and other expenses | Policy disclosure |
| 2024 Non‑Employee Director Compensation (Reported) | Cash Fees | Option Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Natalie Sacks, M.D. | $55,000 | $173,358 | $228,358 |
- Consultant independence: Compensation committee engaged Pay Governance as independent consultant; attends executive sessions and reports to the committee (not management) .
- Interlocks: No compensation committee or NCG interlocks or insider participation disclosed; no reciprocal executive board service with other entities in prior year .
Performance Compensation
| Equity Component | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual stock option grant | Feb 20, 2024 | 39,500 | Vests monthly over 1 year from grant | Non‑employee director annual grant |
| Annual stock option grant | Feb 20, 2025 | 40,500 | Vests monthly over 1 year from grant | Non‑employee director annual grant |
| Initial director stock option grant | On joining Board | Not specified | Vests in 3 annual installments starting 1st anniversary | Standard onboarding grant |
| Options outstanding (as of 12/31/2024) | — | 179,400 | — | Aggregate options held |
- Award forms permitted: Options (NSOs/ISOs), RSUs, PSUs, restricted stock, SARs, dividend equivalents; terms set by plan administrator .
- Change‑of‑control: If awards are not assumed/replaced, administrator may accelerate vesting to 100%; if assumed, administrator may provide acceleration on post‑CIC termination; broad discretion to adjust or cash‑out awards .
- Annual director compensation cap: $750,000 (or $1,000,000 in initial appointment year) including cash and equity grant‑date fair value .
- Clawback policy: Compensation committee oversees creation/revision and compliance with clawback policies; specific triggers not detailed in proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock Considerations |
|---|---|---|---|
| Zymeworks, Inc. | Director (prior) | Not disclosed | Prior public company directorship; no current interlock disclosed |
| Novo Holdings Ventures Investment | Venture Partner | Not applicable | Investor affiliation; no related‑party transaction disclosed in proxy |
No related‑party transactions involving Dr. Sacks are disclosed for 2023–2024 under “Certain Relationships and Related Party Transactions” .
Expertise & Qualifications
- Extensive oncology therapeutic development leadership from IND to later-stage across multiple biopharma companies .
- Academic oncology experience (UCSF volunteer assistant clinical professor) .
- Quantitative and medical training (Mathematics B.A.; Biostatistics M.S.; M.D.) .
- Public company board experience (Zymeworks) and governance leadership (NCG Chair at CRBU) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Composition |
|---|---|---|---|
| Natalie Sacks, M.D. | 189,525 | <1% (*) | Consists solely of options exercisable within 60 days of Apr 15, 2025 |
| Options Outstanding (12/31/2024) | 179,400 | — | Aggregate director options held as of year‑end |
- Ownership base: 93,004,602 shares outstanding as of Apr 15, 2025 .
- Hedging/pledging: Company policy prohibits short sales, options trading, margin/pledging, and hedging for directors and related persons .
Governance Assessment
- Independence and engagement: Independent director; chairs NCG and serves on S&T; committees met regularly (NCG 4x, S&T 4x in 2024); attended at least 75% of combined Board and committee meetings—supports governance oversight and engagement .
- Governance leadership: As NCG Chair, oversees director independence/conflicts and board evaluation; alignment with risk oversight responsibilities .
- Compensation alignment: Director pay is modest cash retainer with primary equity in options vesting over one year; annual grants are capped by plan; change‑in‑control protections are plan‑wide and discretionary—no performance metrics tied to director equity .
- Ownership and policy safeguards: Beneficial ownership primarily via exercisable options; strict prohibition on hedging/pledging enhances alignment .
- Consultant and interlocks: Independent compensation consultant engaged; no committee interlocks reported—reduces conflict risk in pay decisions .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies for Dr. Sacks in 2023–2024 .
- Monitoring points: External investor role (Novo Holdings Ventures Investment) could present perceived conflicts if portfolio companies intersect with CRBU’s ecosystem; proxy reports no related‑party transactions, but ongoing monitoring is prudent .
Say‑on‑pay: As an emerging growth company, CRBU has elected not to conduct advisory say‑on‑pay votes; scaled disclosures apply—reducing direct shareholder feedback channels on compensation .