Ran Zheng
About Ran Zheng
Ran Zheng, M.S., age 62, has served as an independent Class I director of Caribou Biosciences since September 2021; she is up for re-election to serve through the 2028 annual meeting . She is currently CEO of Landmark Bio, an Artis BioSolutions company; prior roles include Chief Technical Officer at Orchard Therapeutics and leadership positions at Amgen and Genzyme. She holds a B.S. in Biology (Beijing Forestry University) and an M.S. in Microbial Engineering (University of Minnesota) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orchard Therapeutics | Chief Technical Officer | Mar 2019 – Feb 2021 | Led technical operations advancing product pipeline |
| Amgen Inc. | Leadership positions | 2003 – 2010 | Biopharma operations experience |
| Genzyme (now Sanofi) | Leadership positions | 1996 – 2000 | Biotechnology operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Landmark Bio (Artis BioSolutions company) | Chief Executive Officer; Director | 2021 – present (CEO of Landmark Bio; prior CEO/director at Landmark Bio 2021–2025) | Landmark Bio acquired by Artis BioSolutions; continuing as CEO of the Artis BioSolutions company |
Board Governance
- Committee memberships: Nominating & Corporate Governance (member); Science & Technology (member). Not a chair (NCG Chair: Dr. Sacks; S&T Chair: Dr. Whiting) .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; this includes Ms. Zheng .
- Attendance and engagement: The Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served .
- Tenure and classification: Class I director; term up for election in 2025 with proposed term through 2028 .
- Lead independent director / executive sessions: Not disclosed; Board chair role held by Mr. Guggenhime and separated from CEO .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Paid quarterly, prorated for partial quarters |
| Committee Membership Fees | Audit: $7,500; Compensation: $5,000; NCG: $5,000; S&T: $5,000 | Chairs: Audit $15,000; Compensation $11,000; NCG $10,000; S&T $10,000 |
| 2024 Cash Fees Earned (Ran Zheng) | $58,345 | Actual cash fees reported in 2024 director comp table |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Fair Value (FY) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Annual Director Option | Feb 20, 2024 | 39,500 options | Not disclosed | $173,358 (total 2024 option award value for Zheng) | Vests monthly over one year from grant | Not disclosed |
| Annual Director Option | Feb 20, 2025 | 40,500 options | $1.41 | Not disclosed | 1/12 monthly; fully vested by Feb 20, 2026 | Feb 19, 2035 |
- Director equity program: Initial and annual option grants; annual grants vest monthly over one year; subject to plan limits ($750k annual cap per non-employee director) .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Landmark Bio | CEO; Director | No (PBC/Artis BioSolutions company) | No other public company directorships disclosed for Ms. Zheng in proxy |
Expertise & Qualifications
- Deep biotech operations background across manufacturing, technical operations, and gene therapy; leadership roles at Orchard Therapeutics, Amgen, and Genzyme .
- Scientific and technology oversight experience aligning with Caribou’s S&T committee work .
- Education: B.S. Biology (Beijing Forestry University); M.S. Microbial Engineering (University of Minnesota) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 15, 2024) | 74,458 shares subject to options exercisable within 60 days; less than 1% of shares outstanding |
| Anti-hedging/pledging policy | Company prohibits hedging, short sales, margin, and pledging by directors and related persons |
| Ownership guidelines | Executive stock ownership guidelines within compensation committee remit; director ownership guidelines not disclosed |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Security | Action | Quantity | Exercise/Price | Vesting | Expiration |
|---|---|---|---|---|---|---|---|
| Feb 21, 2025 | Feb 20, 2025 | Option to purchase common stock | Award (A) | 40,500 | $1.41 | 1/12 monthly; fully vest by Feb 20, 2026 | Feb 19, 2035 |
| Citations: |
Governance Assessment
- Independence and committee alignment: Independent under Nasdaq rules; seats on NCG and S&T position her to oversee board composition, governance processes, and R&D strategy—consistent with her technical/operator background .
- Attendance and engagement: Met the ≥75% attendance threshold across Board and committee meetings in 2024; no attendance red flags disclosed .
- Pay structure and alignment: Cash retainer plus annual time-based options; 2024 cash fees of $58,345 and option grant value of $173,358, within plan limits and standard for EGC biotech boards; no meeting fees or RSUs disclosed for directors .
- Conflicts and related-party exposure: Company’s related party disclosures principally cover Pfizer’s 2023 investment and information rights; no related-party transactions involving Ms. Zheng are disclosed in the proxy .
- Risk indicators: Company prohibits hedging/pledging by directors ; maintains indemnification and D&O insurance . As an emerging growth company, Caribou has elected not to conduct say‑on‑pay votes (for executives), which can limit shareholder feedback on compensation, though this is permitted for EGCs . No director-specific red flags (low attendance, pay anomalies, option repricing) disclosed for Ms. Zheng .