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Anup Radhakrishnan

Anup Radhakrishnan

Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer at CARGO Therapeutics
CEO
Executive

About Anup Radhakrishnan

Anup Radhakrishnan, age 45, is Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of CARGO Therapeutics, Inc. (CRGX). He was appointed Interim CEO on March 13, 2025, has served as CFO since August 8, 2022, and as COO since October 2024; he holds a B.A. in Finance from the University of San Francisco . He has signed CRGX’s Q2 2025 10‑Q certifications as both principal executive and financial officer and the July 8, 2025 merger 8‑K, evidencing direct accountability for financial reporting and strategic transactions during 2025 .

Past Roles

OrganizationRoleYearsStrategic Impact
Dascena Labs, LLC (acquired by CirrusDx Aug 2022)Chief Financial OfficerJul 2021–Aug 2022Led finance through acquisition; prior VP Finance Apr–Jul 2021 .
Genentech, Inc.Senior Finance Director; Finance Lead US Breast & Skin Cancer; Finance Director Managed Care & Customer Ops; CFO, Genentech Patient FoundationJan 2010–Apr 2021 (sub‑roles 2016–2021, 2018–2021, 2016–2020)Ran finance across access/external affairs, oncology franchises, managed care; oversaw patient foundation finance .
Elan Pharmaceuticals; CV Therapeutics; UCSFR&D Finance rolesPrior to 2010 (years not specified)Progressive R&D finance positions supporting drug development .

External Roles

No public company directorships or external board roles disclosed for Mr. Radhakrishnan .

Fixed Compensation

MetricFY 2023FY 2024
Base Salary (actual paid) ($)415,998 456,737
Target Bonus (%)35% of base (per offer letter) 40% of base (per employment agreement)
Annual Performance Bonus Paid ($)251,100 (paid early 2024 for 2023 performance) 229,200 (paid early 2025 for 2024 performance)

Key terms (current employment agreement, executed Nov 2024): Base salary set at $451,200 and target annual bonus at 40% of base .

Performance Compensation

ComponentMetricWeightingTargetActual PayoutVesting/Payment Terms
Annual performance cash bonus (2024)Corporate and individual objectivesNot disclosed40% of base $229,200 (awarded Feb 2025) Paid in early 2025 .
Annual performance cash bonus (2023)Corporate and individual objectivesNot disclosed35% of base $251,100 Paid in early 2024 .

Clawback: CRGX adopted a compliant clawback policy (Nov 9, 2023) covering incentive compensation tied to financial reporting measures, recoverable upon restatements per SEC/Nasdaq rules .

Insider trading policy: Prohibits short sales, derivatives, hedging, margin purchases and pledging of company stock; includes blackout periods and pre‑clearance for executives .

Equity Awards and Vesting

Option grants and vesting details (as disclosed):

Grant DateInstrumentSharesExercise Price ($/sh)Vesting ScheduleOption Expiry
Aug 8, 2022Stock option14,679 total (6,044 exercisable; 8,635 unexercisable at 12/31/2024) 1.09 25% at 1‑yr, then 1/48 monthly Oct 6, 2032
Feb 9, 2023Stock option53,180 total (23,507 exercisable; 29,673 unexercisable) 5.03 25% at 1‑yr, then 1/48 monthly Apr 20, 2033
Jul 1, 2023Stock option6,033 total (1,877 exercisable; 4,156 unexercisable) 9.50 1/48 monthly Aug 29, 2033
Jul 7, 2023Stock option36,520 total (12,934 exercisable; 23,586 unexercisable) 5.03 25% at 1‑yr, then 1/48 monthly Apr 20, 2033
Oct 27, 2023Stock option68,475 total (19,972 exercisable; 48,503 unexercisable) 5.03 25% at 1‑yr, then 1/48 monthly Apr 20, 2033
Nov 10, 2023Stock option100,000 total (27,083 exercisable; 72,917 unexercisable) 15.00 1/48 monthly Nov 8, 2033
Jan 1, 2024Stock option130,000 (new grant) 25.07 1/48 monthly from Jan 1, 2024 Feb 28, 2034
Nov 12, 2024Stock option40,000 (new grant; 1,667 exercisable; 38,333 unexercisable at 12/31/2024) 21.14 1/48 monthly from Nov 12, 2024 Nov 11, 2034

Stock awards and RSUs: No RSUs disclosed for Mr. Radhakrishnan; company‑level RSU activity is reported separately .

Multi-year equity grant fair values (accounting grant-date fair value):

MetricFY 2023FY 2024
Option Awards – Grant-date Fair Value ($)1,840,421 3,289,328

Company-level equity context (Q2 2025): Options outstanding were 3,766,330, with 2,653,982 exercisable; aggregate intrinsic value was $135K as of June 30, 2025, reflecting low in‑the‑money status across the option pool at that date . RSUs unvested as of June 30, 2025 were 285,475; vesting of certain executives’ options/RSUs was accelerated in 2025 (384,591 options and 84,273 RSUs), increasing near-term equity liquidity and compensation expense .

Equity Ownership & Alignment

Ownership MeasureAmount
Shares owned (outstanding common)9,349
Options exercisable within 60 days177,730
Total beneficial ownership187,079 (less than 1%)
Shares Outstanding (for % context)46,110,228 (as of record date)

Policies enhancing alignment:

  • Clawback policy on incentive pay tied to financial reporting .
  • Insider Trading Policy prohibits hedging and pledging, and requires pre‑clearance/blackouts for executives .

Employment Terms

ProvisionBase Case (no change-in-control termination)Change-in-Control (termination window: 3 months before to 12 months after CoC)
Cash severance9 months base salary 125% of base salary (lump sum)
Bonus treatmentPrior year earned unpaid bonus; portion of current year bonus at committee discretion Prior year earned unpaid bonus; 125% of target bonus
Health benefitsUp to 9 months Up to 15 months
Equity vestingAccelerate time‑based awards that would vest in 3 months post‑termination Accelerate 100% of unvested time‑based awards
Release requirementAll severance contingent on timely general release of claims

Transaction-specific change-of-control treatment (Merger Agreement/Offer terms):

  • At the Effective Time, all unvested options become vested; In‑the‑money options (exercise price < $4.379 cash amount) are cancelled for cash equal to (Cash Amount – strike) per share plus one CVR; out‑of‑the‑money options are cancelled for no consideration; RSUs vest and are cancelled for cash equal to the $4.379 cash amount per RSU plus one CVR . Each common share receives $4.379 in cash plus one CVR; CVR pays 100% of Closing Net Cash above $217.5M and 80% of net proceeds from any CVR product disposition within two years post‑merger, subject to defined costs and a $250k expense cap on CVR administration efforts .

Compensation Structure Analysis

  • Mix shift to equity: Option grant fair value increased from $1.84M (2023) to $3.29M (2024), while cash bonus decreased from $251k (2023) to $229k (2024), indicating higher at‑risk equity weighting year over year .
  • Option-heavy risk profile: Most of Mr. Radhakrishnan’s options have exercise prices above the $4.379 cash offer (e.g., $5.03, $9.50, $15.00, $21.14, $25.07), limiting immediate cash realization from options under the merger’s single‑trigger option treatment (only grants with $1.09 strike are “in‑the‑money”) .
  • Governance safeguards: Clawback policy and prohibition on hedging/pledging reduce misalignment/overhang risks .

Say-on-Pay & Shareholder Feedback

As an emerging growth company, CRGX does not hold advisory say‑on‑pay votes and provides scaled executive compensation disclosure .

Investment Implications

  • Alignment: Beneficial ownership is modest (<1%), but compensation includes significant, long‑dated options that vest monthly over 48 months, with strong governance constraints (clawback; hedging/pledging prohibited), supporting pay‑for‑performance principles .
  • Change-of-control economics: The merger’s single‑trigger vesting and cash/CVR treatment mean only in‑the‑money options monetize, while RSUs (if any) would cash out; employment agreement provides robust double‑trigger severance/acceleration if terminated around the transaction, mitigating retention risk but potentially reducing post‑close stickiness .
  • Near-term selling pressure: Company-wide 2025 accelerated vesting for certain executives and immediate vesting in the merger can increase equity liquidity; however, with most option strikes above the cash offer, cash realization on options is limited, tempering forced selling incentives .
  • Execution risk: Mr. Radhakrishnan, as both principal executive and financial officer, is central to financial controls and transaction execution; his certifications and 8‑K signings underscore accountability through restructuring and the merger period .