Rachel Haurwitz
About Rachel Haurwitz
Rachel E. Haurwitz, Ph.D., is Caribou Biosciences’ co-founder, President & Chief Executive Officer and a Class III director, roles she has held since the company’s inception in October 2011; she is an inventor on multiple CRISPR-based patents and co-authored seminal CRISPR-Cas publications, with degrees from Harvard (A.B., Biological Sciences) and UC Berkeley (Ph.D., Molecular & Cell Biology) . She is 39 years old and serves as the company’s Principal Executive Officer, signing Sarbanes-Oxley certifications in recent 10-Q filings . As CEO and director she is not independent under Nasdaq rules; the Board chair role is separated and held by Andrew Guggenhime, which mitigates CEO/Chair dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intellia Therapeutics, Inc. | Director; co-founder | Jul 2014 – Nov 2016 | Early CRISPR company governance; founder insight into IP and platform development |
| Seer, Inc. | Director | Nov 2021 – Jul 2024 | Oversight of proteomics platform scaling; public company board experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Director | Feb 2020 – present | Industry policy and advocacy; network effects across biotech ecosystem |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (effective rate) | $623,150 | $644,960 |
| Salary Paid (Summary Comp Table) | $623,150 | $508,733 |
| Target Bonus % of Base | 55% | 55% |
| Actual Bonus Paid | $342,733 (paid Mar 2024) | $310,387 (paid Mar 2025) |
Notes:
- 2024 bonuses paid at 87.5% of target based on defined company strategic goals; 2023 paid at 100% .
- No executive tax gross-ups; company maintains 401(k) with match, included in “All Other Compensation” ($13,800 in 2024; $13,200 in 2023) .
Performance Compensation
| Incentive Type | Metric/Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (Cash) | Company strategic goals | 55% of base (2024) | 87.5% of target in 2024; 100% in 2023 | Cash; paid the March following performance year |
| RSUs (2024 grant) | Time-based | 118,700 shares | In progress | Four equal annual tranches starting Feb 20, 2025, subject to continued service |
| Stock Options (2024 grant) | Time-based | 546,950 options @ $6.81 | N/A | 25% at 1-year, then monthly over remaining 3 years from Feb 20, 2024 |
| Stock Options (2023 grant) | Time-based | 510,500 options @ $6.12 | N/A | Monthly vesting over 4 years from Feb 21, 2023 |
| PSUs (2022 grant) | Clinical milestone (CB-010) | 16,805 units | 0% – milestone not met; forfeited Dec 31, 2024 | Contingent; forfeited |
Design governance:
- Equity awards are made on pre-set schedules; the Board does not time grants around MNPI; annual grants typically occur in the quarter following year-end .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 4,685,410 shares; 4.97% of outstanding (93,004,602 shares) |
| Directly Held | 69,675 shares |
| Trust (City Canyon Family Trust) | 3,369,395 shares; Haurwitz co-trustee with spouse |
| Options Exercisable within 60 Days | 1,246,340 shares |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, options, margin, pledging, hedging) |
| Stock Ownership Guidelines | Compensation Committee may set and monitors compliance; specific multiples not disclosed |
Vested vs. unvested snapshot (as of Dec 31, 2024):
- RSUs unvested: 118,700 shares; market value $188,733 on grant reference .
- Options outstanding by grant: see “Outstanding Equity Awards” below.
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant (Vesting Commencement) | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Mar 2, 2021 (time-based) | 409,876 | 27,325 | $4.11 | Mar 29, 2031 |
| Dec 20, 2021 (monthly) | 308,250 | 102,750 | $15.16 | Dec 19, 2031 |
| Feb 21, 2023 (monthly) | 233,979 | 276,521 | $6.12 | Feb 20, 2033 |
| Feb 20, 2024 (25% at 1-year then monthly) | — | 546,950 | $6.81 | Feb 19, 2034 |
| RSUs (Feb 20, 2024) | — | 118,700; market value $188,733 | — | — |
Vesting schedules:
- 25% at one-year then monthly for 2021/2024 options; 2023 options vest monthly over 4 years; RSUs vest in four equal annual installments from Feb 20, 2024 .
Employment Terms
| Scenario | Cash Severance | Benefits | Bonus | Equity Acceleration |
|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason | 12 months base salary for CEO | 12 months healthcare (or COBRA period if earlier) | — | Immediate vesting of any unvested stock options as of the amended agreement effective date; option exercise window extended to 12 months (subject to expiration) |
| Change-in-Control (CoC) + qualifying termination (or within 3 months prior to 409A CoC) | 18 months base salary for CEO | 18 months benefits | 1.5x target annual bonus for CEO | 100% acceleration of then-unvested stock options and time-based restricted stock |
Definitions and policies:
- “Cause” and “Good Reason” are defined with notice/cure rights (e.g., material misconduct, felony, non-performance, policy violations; or material diminution, inconsistent duties, >10% pay cut, relocation >50 miles, company breach) .
- Plan-level CoC definitions (change in ownership/effective control, asset sale, merger, board turnover) govern equity treatment .
- Mandatory clawback policy (Rule 10D-1/Nasdaq) adopted in 2023 for incentive-based compensation over prior three completed fiscal years in the event of restatement .
- No executive tax gross-ups .
Board Governance
| Attribute | Details |
|---|---|
| Board Class | Class III director; term expires at the 2027 annual meeting |
| Independence | Not independent (CEO) |
| Board Chair | Andrew Guggenhime (independent); roles separated, rationale stated |
| Committees | Audit, Compensation, NCG, Science & Technology committees exist; Haurwitz not listed as a member |
| Attendance | Board met 6 times in 2024; each director attended ≥75% of aggregate Board/committee meetings |
| Director Pay | Haurwitz receives no director compensation; director equity/cash schedule applies to non-employee directors |
| Say-on-Pay | As an Emerging Growth Company and Smaller Reporting Company, the Board elected not to seek say‑on‑pay votes |
Related Party & Strategic Matters
- Pfizer investment: $25.0 million private placement (June 30, 2023) at $5.33 per share; information rights (ROFN on BCMA program rights), SAB representation, and quarterly data sharing; revenue recognition of information rights over 36 months; $2.5 million related-party revenue recognized in 2024; deferred revenue balances disclosed .
- Insider trading policy prohibits hedging, short sales, options trading, margin, and pledging; filed as exhibit to the 2024 10-K .
Company Operating Context (Signal for incentive outcomes and trading dynamics)
- April 24, 2025 strategic pipeline prioritization: focus on CB‑010 (2L LBCL) and CB‑011 (r/r MM), discontinue lupus CB‑010 trial pre‑first dose, discontinue CB‑012 AML Phase 1, and preclinical research; workforce reduction ~32%; cash/cash equivalents/marketable securities preliminarily ~$212.5M as of March 31, 2025; runway extended into H2 2027 .
- Data catalysts planned H2 2025: CB‑010 confirmatory cohort with ≥6 months follow‑up; proof‑of‑concept post‑CD19 relapse cohort; CB‑011 dose escalation data with ≥3 months follow‑up on ≥25 patients and recommended doses for expansion .
Compensation Committee Analysis
- Composition: Scott Braunstein (Chair), Andrew Guggenhime, Nancy Whiting; independent consultant Pay Governance engaged; committee sets ranges, ownership guidelines (if any), severance frameworks, and clawback policies; reviews CEO compensation and corporate goals .
Equity Ownership & Alignment Details
| Category | Shares | % Outstanding |
|---|---|---|
| Total Beneficial | 4,685,410 | 4.97% |
| Shares Outstanding (Record Date) | 93,004,602 | — |
Breakdown: 3,369,395 shares held via The City Canyon Family Trust (co‑trustee), 69,675 directly, and 1,246,340 options exercisable within 60 days . No pledging permitted; hedging/derivatives prohibited .
Employment Terms (Additional Governance)
- Indemnification agreements and D&O insurance in place for directors and officers .
- Board is classified; changes in authorized board size by resolution .
- Reverse stock split authorization (1-for-5 to 1-for-50) proposed for 2025 to address Nasdaq minimum bid price compliance; detailed mechanics and post-split share counts disclosed .
Investment Implications
- Pay-for-performance alignment: 2022 PSUs linked to CB‑010 clinical milestone fully forfeited, indicating willingness to let performance equity lapse when targets are unmet; annual cash bonus payouts flex with strategic goal attainment (87.5% in 2024; 100% in 2023) . This structure ties realized pay to clinical execution—key for near-term H2 2025 data catalysts.
- Retention and selling pressure: Significant unvested options (2024 and 2023 grants) and RSUs vest on standard schedules; insider selling pressure may track vesting events and data readouts; hedging/pledging bans reduce misalignment risk . CoC severance (18 months salary + 1.5x target bonus with full time-based equity acceleration) could incent stability through strategic alternatives but may increase transaction costs for acquirers .
- Governance and independence: Separation of CEO and independent Board chair reduces dual-role risks; CEO is non-independent but not seated on key Board committees; mandatory clawback policy and prohibited hedging/pledging enhance shareholder protections .
- Trading signals: H2 2025 clinical data disclosures for CB‑010 and CB‑011 are critical catalysts likely to impact incentive payouts and equity realization; reverse split authorization provides a contingency for Nasdaq compliance, potentially affecting float dynamics and liquidity .