Scott Braunstein
About Scott Braunstein, M.D.
Independent Class I director of Caribou Biosciences since June 2021; age 61 as of April 15, 2025; tenure to 2028 subject to re-election at the June 12, 2025 annual meeting . Board-determined independent under Nasdaq rules; not an employee of the company . Background spans operating leadership (CEO/Chairman at Marinus), buy-side healthcare investing (J.P. Morgan Asset Management MD/PM), and biopharma operations (Pacira CSO/COO); education includes B.S. in Biology (Cornell) and M.D. (Albert Einstein College of Medicine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marinus Pharmaceuticals | Chief Executive Officer; Chairman of the Board | CEO: Sep 2018–Mar 2025; Chairman: Nov 2022–Mar 2025 (company acquired by Immedica in Mar 2025) | Operating leadership during acquisition |
| Aisling Capital | Operating Partner | Aug 2015–present | Life sciences investment leadership |
| Pacira Pharmaceuticals | Chief Strategy Officer; Chief Operating Officer | Jul 2015–Mar 2018 | Operational execution |
| J.P. Morgan Asset Management | Healthcare Analyst/Managing Director; Portfolio Manager, JPM Global Healthcare Fund | Feb 2002–Jun 2014 | Healthcare investing; PM responsibilities |
| Summit Medical Group | Physician | Not disclosed | Clinical practice |
| Albert Einstein College of Medicine; Columbia University Medical Center | Assistant Clinical Professor | Not disclosed | Academic medicine |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Atai Biosciences | Director | Jun 2024–present | Leads Science & Technology Committee; Audit Committee member |
| One Biosciences | Director | Mar 2024–present | Board role |
| Site One Therapeutics | Director | Sep 2018–present | Leads Compensation Committee |
| Constellation Pharmaceuticals | Director | Feb 2019–Jul 2021 | Audit Committee Chair |
| Ziopharm Oncology (now Alaunos) | Director | Sep 2018–Nov 2020 | Board role |
| Esperion Therapeutics | Director | Jun 2015–Apr 2020 | Audit Committee Chair |
| Protara Therapeutics | Director | May 2018–Jul 2020 | Audit Committee member |
| Trevena | Director; Lead Independent Director | Oct 2018–Jan 2025 | Audit Committee member; Lead Independent Director |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair at Caribou .
- Independence: Board determined Braunstein is independent under Nasdaq rules; audit committee members meet Rule 10A‑3 independence .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee engagement depth (2024 meetings): Audit (5), Compensation (4), Nominating & Corporate Governance (4), Science & Technology (4) .
- Compensation consultant: Compensation Committee engages Pay Governance as independent advisor; reports to committee, attends executive sessions .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Standard non-employee director cash fee |
| Audit Committee member fee (cash) | $7,500 | Member fee (chair is $15,000; Braunstein is member) |
| Compensation Committee chair fee (cash) | $11,000 | Chair premium |
| Total cash fees paid/earned (reported) | $58,723 | Prorated and paid quarterly; Braunstein’s 2024 cash total as disclosed |
| Non-employee director annual compensation cap | $750,000 | Aggregate annual cash + equity cap; $1,000,000 in year of initial appointment |
Performance Compensation
| Grant/Metric | 2024 | 2025 | Vesting / Terms |
|---|---|---|---|
| Annual stock option grant (shares) | 39,500 | 40,500 | Annual options vest monthly over one year from grant date |
| Option award grant-date fair value (USD) | $173,358 | Not disclosed | ASC 718 valuation; 2024 disclosure |
| Options outstanding (aggregate as of 12/31/2024, shares) | 175,940 | Not disclosed | Options held at year-end |
Performance metrics: Director equity grants are time-based (no performance conditions disclosed for directors); annual options vest monthly over one year; initial director grants vest over three annual installments .
Other Directorships & Interlocks
- Public company boards include Atai Biosciences and prior roles at Esperion, Constellation, Protara, Trevena; Site One Therapeutics and One Biosciences appear non-public .
- Potential interlocks/conflicts: No related-party transactions involving Braunstein disclosed; the only related-party items noted are Pfizer’s 2023 investment and information rights (not tied to Braunstein) .
- RED FLAGS: None disclosed regarding related-party transactions, loans, or consultant conflicts involving Braunstein .
Expertise & Qualifications
- Governance, leadership, and investing experience in biopharma; physician background; prior portfolio management at JPM Global Healthcare Fund .
- Education: B.S. Biology (Cornell); M.D. (Albert Einstein College of Medicine) .
- Board qualification rationale: Board cites governance, leadership, and investing expertise in biopharmaceuticals as reason for qualification .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 186,065 (options exercisable within 60 days) |
| Ownership as % of outstanding | <1% of 93,004,602 shares |
| Options outstanding (as of 12/31/2024) | 175,940 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy (short sales, options trading, margin/pledging, hedging banned) |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; active Audit Committee member; consistent meeting attendance; use of independent comp consultant; no tax gross-ups; executive clawback policy in place; hedging/pledging prohibited—all supportive of investor-aligned governance .
- Incentive alignment: Compensation mix favors at-risk equity via annual options; 2025 grant rose to 40,500 shares from 39,500 in 2024; fair value for 2024 option award $173,358 .
- External commitments: Multiple concurrent board roles (Atai, One Biosciences, Site One) and past public boards suggest substantial time commitments; monitor capacity during critical Caribou phases .
- RED FLAGS: None disclosed relating to related-party transactions, low attendance, hedging/pledging, or option repricing; no director-specific clawback, but executive clawback exists; company did not conduct say-on-pay due to EGC status (structural factor, not director-specific) .
Company context signal: The 2025 proxy includes a reverse stock split authorization to maintain Nasdaq compliance after sub-$1.00 bids, reflecting broader listing risk environment; governance oversight (audit and comp committees) is central amid potential capital-raising needs post-split .