Sriram Ryali
About Sriram Ryali
Caribou Biosciences’ chief financial officer since January 2, 2025, Sriram (“Sri”) Ryali (age 44) brings ~20 years of biopharma finance experience spanning Amgen, Onyx, Aimmune, Eiger BioPharmaceuticals, and Codexis; he holds a BA (Economics; Microbiology, Immunology & Molecular Genetics) from UCLA and an MBA from UCLA Anderson . He joined amid capital-markets pressure (Board sought reverse-split authority after CRBU’s bid price dipped to $0.86 on April 10, 2025), intensifying focus on liquidity, runway, and investor messaging; TSR or CFO-specific performance metrics are not disclosed in the proxy/8-K .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Caribou Biosciences | Chief Financial Officer (principal financial and accounting officer) | 2025–present | Leads corporate finance, IR, and communications as Caribou advances four clinical programs and plans multiple 2025 datasets . |
| Codexis (public) | Chief Financial Officer | 2023–2024 | Public-company CFO in enzyme engineering for therapeutics manufacturing . |
| Eiger BioPharmaceuticals (public, commercial-stage) | Chief Financial Officer | 2018–2023 | Commercial-stage biopharma CFO through product launch/operations . |
| Aimmune Therapeutics (acquired by Nestlé Health Science in 2020) | VP Finance (2017–2018); Sr Director Finance (2015–2017) | 2015–2018 | Scaling finance through late-stage development and commercial readiness . |
| Onyx Pharmaceuticals (Amgen subsidiary post-2013) | Director, R&D Finance (2013–2015); earlier corporate finance roles (2011–2013) | 2011–2015 | Portfolio and R&D finance at oncology leader; integration under Amgen . |
| Amgen | Finance roles of increasing responsibility | 2004–2011 | Large-cap biopharma FP&A/ops finance foundation . |
External Roles
- No public-company directorships or external board roles disclosed for Ryali in Caribou’s 8-K or 2025 Proxy .
Fixed Compensation
| Component | Terms | Effective date(s) |
|---|---|---|
| Base salary | $485,000 initial annual base salary | January 2, 2025 (Start Date) . |
| Target annual bonus | 40% of base salary; discretionary, determined by Board/Comp Committee | 2025 plan year . |
Notes: Ryali was not a 2024 Named Executive Officer; 2024 NEO compensation table therefore excludes him .
Performance Compensation
- Annual cash bonus program: Plan metrics for 2025 not disclosed for the CFO; Caribou’s NEO bonuses are based on defined company strategic goals (2024 corporate goal achievement produced an 87.5% payout factor for NEOs), but CFO-specific 2025 targets/weights are not detailed in filings .
- Clawback: Caribou adopted a mandatory recoupment policy compliant with SEC/Nasdaq Rule 10D-1, covering incentive-based pay for the three completed fiscal years prior to any required restatement .
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2025 Annual cash bonus (CFO) | Corporate/Board-set goals | Not disclosed | 40% of salary | Not disclosed | Not disclosed | Cash, at year-end approval . |
| Stock option (initial grant) | Time-based service (no performance criteria) | N/A | 300,000 options | N/A | N/A | 25% at 12 months after Start Date; then monthly over 36 months . |
Equity Ownership & Alignment
- Initial equity grant: Stock option to purchase 300,000 CRBU shares, granted 5 trading days after Start Date, exercise price equal to the market close on the grant date; 25% vests at the one-year anniversary of Start Date (no vesting before Jan 2, 2026), remainder vests monthly (1/48 per month) over the following 36 months, subject to continued service .
- Beneficial ownership: The 2025 proxy’s beneficial ownership table lists directors and NEOs as of April 15, 2025; the CFO is not tabulated (joined in 2025 and not a director). As such, no percentage ownership for Ryali is disclosed there .
- Pledging/hedging: Caribou’s Insider Trading Policy prohibits hedging, pledging, margin accounts, and options trading on company securities (alignment-positive; reduces red-flag risk) .
- Ownership guidelines: The compensation committee is responsible for determining stock ownership guidelines, but specific multiples, covered roles, and compliance status are not disclosed in the proxy .
- Clawback: Executive incentive compensation is subject to the recoupment policy described above .
- Tax gross-ups: Company does not provide executive tax gross-ups .
| Equity award | Shares | Exercise price | Grant timing | Vesting schedule | Notes |
|---|---|---|---|---|---|
| Stock option (initial) | 300,000 | Closing price on grant date | 5 trading days after Jan 2, 2025 | 25% on Jan 2, 2026; then 1/48 per month for 36 months | Time-based only; granted under 2021 Plan . |
Vesting cadence and potential selling pressure: No shares vest before Jan 2, 2026; thereafter, monthly vesting (1/48 of the grant per month for 36 months) could create steady eligible-liquidity unless offset by trading blackouts or 10b5-1 plans (not disclosed) .
Employment Terms
| Term | Key provisions |
|---|---|
| Start date and role | Appointed CFO effective Jan 2, 2025; principal financial and accounting officer . |
| Agreements | Officer Employment Agreement (Jan 2, 2025) and Offer Letter (Dec 9, 2024) govern compensation and equity; standard indemnification agreement executed (form on file with SEC) . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 9 months base salary and up to 9 months COBRA premium payments (subject to release). Terms described for “other executive officers” in Caribou’s executive employment agreements . |
| Severance (CIC double trigger or within 3 months before/12 months after a 409A CIC) | 12 months base salary and 12 months benefits continuation, plus 1.0x target annual bonus; 100% vesting of then-unvested stock options and time-based restricted stock (subject to release). Lump-sum timing applies if the transaction qualifies as a 409A Change in Control . |
| Definitions | “Cause” includes material misconduct, certain crimes/moral turpitude, continued non-performance, material policy violations, failure to cooperate in investigations (with notice/cure periods) . “Good reason” includes material diminution of duties, inconsistent assignments, >10% base pay cut not broadly applied, relocation >50 miles, or company breach (with notice/cure) . |
| Equity plan treatment | 2021 Plan allows for acceleration or assumption/substitution on change in control at administrator discretion; plan-level CIC mechanics summarized in proxy . |
| Non-compete/solicit | Not specifically disclosed in proxy or 8-K for CFO . |
Related Party Transactions and Governance
- Related party: 8-K states no Item 404(a) related person transactions and no arrangements/understandings for the CFO appointment; no family relationships with directors/executives .
- Say-on-pay: As an Emerging Growth Company and Smaller Reporting Company, Caribou elected not to hold say‑on‑pay or frequency votes; limited shareholder feedback via that mechanism .
- Compensation committee and consultant: Compensation committee oversees executive pay; engages Pay Governance as independent consultant .
- Insider policy: Prohibits short sales, option trading, margin/pledging, and hedging of company stock .
Compensation Structure Analysis
- Mix and risk: CFO pay emphasizes at-risk equity (time-based options) and an annual cash bonus; absence of PSUs ties equity upside to stock price but does not explicitly link vesting to operational/clinical or TSR targets (lower performance stringency vs PSUs) .
- Discretion and metrics: Bonus is discretionary with Board/Comp Committee and historically aligned to corporate strategic goals (e.g., 2024 NEOs paid at 87.5% target); CFO-specific metric weights not disclosed (limits external assessment of pay-for-performance calibration) .
- Governance positives: No tax gross-ups; robust clawback; anti-hedging/pledging; independent comp consultant—generally shareholder-friendly features .
Risk Indicators and Context
- Listing/market risk: Board sought authority for a 1-for-5 to 1-for-50 reverse split; CRBU closed at $0.86 on April 10, 2025, citing Minimum Bid Price compliance risk and potential liquidity/coverage impacts if delisted .
- Equity overhang/overhang dynamics: As of April 10, 2025, options outstanding covered ~14.0M shares and 2.22M RSUs; reverse split would proportionally adjust outstanding awards and share reserves; more authorized but unissued shares post-split could facilitate future financings (dilution risk) .
Investment Implications
- Alignment and retention: A one-year cliff on 300,000 time-based options anchors near-term retention (no vesting until Jan 2, 2026) and creates steady monthly vest thereafter; policy prohibitions on pledging/hedging reduce misalignment risk .
- Performance linkage: Lack of disclosed CFO bonus metrics/weights and time-based (not performance-based) equity may weaken pay-for-performance rigor versus PSU structures; however, share-price sensitivity of options preserves upside alignment if execution/pricing improve .
- Event protection and dilution: Double-trigger CIC terms (12 months salary/benefits + 1x target bonus and full time-based equity acceleration) are market-consistent but create potential acceleration overhang in a sale; contemplated reverse split and increased authorized-but-unissued capacity point to future equity capital needs and dilution risk that the CFO must navigate .
No adverse related-party ties or tax gross-ups are disclosed; clawback and anti-hedging/pledging are governance positives. Monitor future Form 4 filings for 10b5‑1 plan adoption and post-cliff selling cadence as potential trading signals once vesting begins in 2026 .