John Orwin
About John Orwin
John Orwin, age 60, is an independent director and Chairperson of the Board at CARGO Therapeutics (CRGX), serving since September 2022; his current Class III term expires at the 2026 annual meeting . He holds a B.A. in Economics from Rutgers University and an M.B.A. from NYU Stern, and has deep operating experience as CEO of multiple biopharma companies and senior leadership roles at Genentech . The Board has formally determined Orwin is independent under Nasdaq rules, and independent directors meet in executive sessions on a regular basis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atreca, Inc. | President & CEO | Apr 2018 – Jun 2024 | Led public biopharma; CEO through 2024 |
| Relypsa, Inc. | President & CEO | 2013 – 2017 | Company acquired by Galenica AG in 2016 |
| Affymax, Inc. | President & CEO | 2010 – 2011 | Led publicly-traded biotech |
| Genentech (Roche) | VP/SVP, BioOncology Business Unit | 2005 – 2010 | Senior commercial leadership in oncology |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Travere Therapeutics, Inc. | Director | Current public company board |
| AnaptysBio, Inc. | Chairman | Current public company board |
| Nested Therapeutics Inc. | Chair | Private company board |
| Ambrosia Biosciences, Inc. | Director | Private company board |
| Agni Bio, Inc. | Executive Chair | Private company board |
| Samsara BioCapital | Venture Partner | Affiliation with >5% CRGX holder |
Board Governance
- Role: Chairperson of the Board; presides over Board meetings and executive sessions, acting as liaison between management and the Board .
- Independence: Board determined Orwin and a majority of directors are independent under Nasdaq rules; committees (Audit, Compensation, Nominating & Corporate Governance) composed entirely of independent directors .
- Committee Assignments: Compensation Committee member and Chair; committee oversees CEO/executive compensation, non-employee director pay, equity plans, and retained independent consultant (Alpine Rewards) with no conflicts .
- Attendance/Engagement: Board met 9 times in 2024; committees met 4 (Audit), 6 (Compensation), 2 (Nominating), 4 (R&D) times; each Board member attended at least 75% of applicable meetings during 2025 to date .
- Risk Oversight: Board-level oversight supplemented by Audit (financial/compliance/related-party), Compensation (comp risk), Nominating (governance), and R&D Committee (program quality and scientific risk) .
Fixed Compensation
| Component | Amount ($) | Year | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (John Orwin) | 83,194 | 2024 | As reported in director compensation table |
| Annual Board Retainer (program) | 40,000 | Ongoing | Paid quarterly; non-employee directors |
| Board Chair Retainer (program) | 30,000 | Ongoing | Additional for Board Chair |
| Compensation Committee Chair Retainer (program) | 10,000 | Ongoing | For chairing Compensation Committee |
- No meeting fees; cash paid quarterly in arrears under the Director Compensation Program .
Performance Compensation
| Component | Grant Type | Shares/Details | Vesting | Fair Value ($) | Year |
|---|---|---|---|---|---|
| Option Awards (John Orwin) | Stock Options | N/A | Per program; time-based | 331,524 | 2024 |
| Options Held at Year-End (John Orwin) | Stock Options | 186,447 | N/A | N/A | As of 12/31/2024 |
- Program mechanics: Initial Grant option to purchase 50,000 shares upon joining; Annual Grant option to purchase 25,000 shares each annual meeting; Initial vests monthly over 36 months; Annual vests fully by next annual meeting; fair value caps of $800,000 (initial) and $400,000 (annual) apply .
- Change-in-control: All outstanding director equity awards vest in full upon a change in control (acceleration) .
- No disclosed director performance metrics (e.g., TSR, EBITDA) tied to director equity; awards are time-based .
Other Directorships & Interlocks
- Public boards: Travere Therapeutics (director) and AnaptysBio (chairman) indicate significant external governance responsibilities in biopharma, which can enhance domain oversight but require careful time management .
- Investor interlocks: Orwin is a Venture Partner at Samsara BioCapital, a >5% CRGX holder; Board member Bassan is a Principal at Samsara, and Samsara participated in CRGX financings (convertible notes, preferred, IPO) . The Board nonetheless determined Orwin is independent under Nasdaq rules; related-party transactions are reviewed by the Audit Committee .
- Other investor affiliations on Board: Third Rock Ventures was a >5% holder; director Huber is a Partner (context for broader board-investor ties) .
Expertise & Qualifications
- Education: B.A. Economics (Rutgers); M.B.A. (NYU Stern) .
- Industry background: Former CEO at Atreca, Relypsa, Affymax; senior oncology leadership at Genentech (Roche) .
- Board experience: Current boards at Travere and AnaptysBio; prior boards include Affymax, Array BioPharma, Relypsa, Seagen, NeurogesX .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Outstanding Shares Beneficially Owned | 0 | Apr 15, 2025 |
| Shares Exercisable Within 60 Days | 114,673 | Apr 15, 2025 |
| Total Beneficially Owned | 114,673 | Apr 15, 2025 (less than 1%) |
| Shares Underlying Option Awards (held) | 186,447 | Dec 31, 2024 |
- Alignment policies: Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging of company securities for covered individuals (including directors) .
Governance Assessment
- Strengths: Independent Board Chair with deep biopharma operating and board experience; chairs an independent Compensation Committee that uses a third-party consultant confirmed independent; solid Board/committee cadence and attendance disclosure; formal governance guidelines and executive-session practices .
- Alignment: Director pay structure blends moderate cash retainers with time-based stock options; beneficial ownership via options indicates economic alignment, and company policy prohibits hedging/pledging, reducing misalignment risks .
- Potential conflicts/RED FLAGS: Investor interlocks—Venture Partner role at Samsara (a >5% holder with financing participation) alongside a Samsara Principal on the Board—can create perceived conflicts; mitigation relies on Audit Committee related-party review and Nasdaq independence determinations; monitor any future transactions or committee decisions involving Samsara-linked matters .
- Change-in-control optics: Full acceleration of director equity upon change in control is shareholder-common but can be viewed as a pay-for-transaction incentive; appropriate disclosure is provided .
- Say-on-pay context: As an Emerging Growth Company, CRGX does not hold advisory say-on-pay votes, limiting direct shareholder feedback on compensation; continued investor engagement and clear disclosure are important .