Ruhi Khan
About Ruhi Khan
Ruhi Khan, age 50, has served as Caribou Biosciences’ Chief Business Officer since November 8, 2021, bringing over two decades of business development and investment experience across biotech and pharma, with degrees from Harvard College (A.B. Biology) and The Wharton School (MBA, healthcare management) . Her compensation has been anchored by a 40% target bonus and recurring equity awards with multi-year vesting; annual bonus funding is tied to company strategic goals, with her FY2022 bonus paid at 92.5% of target ($151,700), indicating a structured pay-for-performance link at the company level . She is party to an officer employment agreement dated November 8, 2021, and is covered by Caribou’s prohibitions on hedging and pledging, and its mandatory clawback policy (adopted 2023) for incentive-based compensation, which solidify alignment and governance rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tempest Therapeutics, Inc. | Head of Business Development | 2019–2021 | Led BD initiatives to advance a biotech pipeline |
| Adastra Pharmaceuticals, Inc. | Head of Business Development | 2019–2021 | Business development leadership to support clinical assets |
| Acorda Therapeutics, Inc. | Vice President, Business Development | 2009–2014 | Built and executed partnering strategy; supported portfolio growth |
| Lexicon Pharmaceuticals, Inc. | Business Development | Not disclosed | Business development roles, deal-making responsibilities |
| Fidelity Biosciences (F-Prime Capital) | Venture capital – early career | Not disclosed | Investor-side experience; sourcing and evaluating biotech deals |
| MPM Capital Advisors | Venture capital – early career | Not disclosed | Investment management experience in biotech/pharma |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Edge Animal Health | Director | May 2024 | Board service alongside executive role at Caribou |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 410,000 | 422,300 | 443,415 (effective Jan 1, 2024; disclosed in 2023 achievements letter) | 443,415 (effective Jan 1, 2024) |
| Target Bonus % | 40% (set for 2022; 2021 one-time bonus paid) | 40% | 40% | 40% |
| Actual Bonus Paid ($) | 26,650 (paid Feb 22, 2022) | 151,700 (paid Mar 3, 2023; 92.5% of target) | 168,920 (paid Mar 8, 2024) | — |
| Bonus Payout vs Target (%) | — | 92.5% (company level; executives incl. Ms. Khan) | — | — |
Performance Compensation
Annual Incentive Plan
| FY | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2022 | Company strategic goals | Not disclosed | 40% of base | 92.5% of target | $151,700 | Cash paid Mar 3, 2023 |
| 2021 | Company achievements (one-time bonus) | Not disclosed | — | — | $26,650 | Cash paid Feb 22, 2022 |
| 2023 | Company strategic goals | Not disclosed | 40% of base | Not disclosed | $168,920 (paid Mar 8, 2024) | Cash |
Option Awards
| Grant Date | Shares | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|
| Feb 20, 2024 | 153,000 | Equal to market value per share on grant date | 25% at 12 months; remaining 75% monthly thereafter over next 36 months (1/48 per month post-cliff) | Under 2021 Equity Incentive Plan |
| Feb 21, 2023 | 131,000 | Equal to market value per share on grant date | Monthly vesting over 48 months (1/48 per month) | Under 2021 Equity Incentive Plan |
| Aug 22, 2022 | 70,000 | $9.90 per share | Equal monthly installments over 4 years (commencing Sep 22, 2022) | Under 2021 Equity Incentive Plan |
RSU and PSU Awards
| Award Type | Grant Date | Shares | Vesting/Performance |
|---|---|---|---|
| RSU | Feb 20, 2024 | 33,000 | 25% on each yearly anniversary over 4 years, continued service required |
| PSU | Aug 22, 2022 | 8,282 | Vests contingent on achieving a CB-010 clinical milestone during performance period ending Dec 31, 2024 ; company disclosed the CB-010 PSU milestone was not met by Dec 31, 2024, and PSUs were forfeited for named executives that received 2022 PSU awards . |
Equity Ownership & Alignment
- Insider Trading Policy prohibits short sales, options trading, trading on margin or pledging, and hedging of company stock; pledging is expressly prohibited, mitigating alignment risk .
- Mandatory clawback policy adopted in 2023 recoups incentive-based compensation for current/former executive officers following a restatement, covering the prior three completed fiscal years .
- Stock ownership guidelines are overseen by the compensation committee; specific multiple-of-salary requirements and Ms. Khan’s compliance status are not disclosed .
- Outstanding grants and vesting schedules indicate ongoing monthly vesting from 2022 and 2023 options and annual RSU tranches from 2024, creating a predictable cadence of potential share availability subject to trading windows .
Employment Terms
- Role start date: appointed Chief Business Officer on November 8, 2021 .
- Employment Agreement: Officer Employment Agreement dated November 8, 2021 .
- Severance (without cause or for good reason): 9 months base salary and healthcare continuation up to 9 months, subject to release and other conditions (CEO has 12 months) .
- Change-in-Control economics (double-trigger or within three months prior to a 409A Change in Control): increases to 12 months of base salary and benefits (18 months for CEO) plus 1.0x target annual bonus (1.5x for CEO) and 100% acceleration of then-unvested stock options and time-based restricted stock; timing and lump-sum specifics per 409A CIC rules .
- Hedging/pledging prohibited (policy filed as Exhibit 19.1 to 2024 Form 10-K); recoupment policy in place; no tax gross-ups provided to executive officers .
Investment Implications
- Pay-for-performance: Ms. Khan’s 40% target bonus and FY2022 payout at 92.5% of target, along with structured equity grants, tie compensation to company-level execution, with PSU design linking value to the CB-010 clinical milestone; PSUs granted in 2022 did not vest given company milestone outcomes disclosed for named executives, underscoring rigor in performance gating .
- Retention risk and selling pressure: One-year option cliffs followed by monthly vesting, and four annual RSU tranches from the 2024 grant, create a steady vesting cadence; insider trading policy constraints and trading windows may modulate near-term selling pressure, but ongoing vesting increases potential liquidity over time .
- Alignment and governance: Prohibitions on hedging/pledging, mandatory clawbacks, and defined CIC/severance terms provide strong governance and alignment frameworks; however, lack of disclosed stock ownership multiples and compliance status limits precision on “skin in the game” .
- Execution risk: Bonus determinations hinge on company strategic goals; PSU outcomes tied to CB-010 emphasize clinical execution as the key value driver for equity payouts, which did not materialize for 2022 PSU awards per company disclosure for named executives, highlighting sensitivity to clinical milestones .