Kapil Dhingra
About Kapil Dhingra
Kapil Dhingra, M.B.B.S., age 65 (as of April 28, 2025), has served as an independent director of CARGO Therapeutics, Inc. (CRGX) since April 2024; he is a physician–executive with deep oncology clinical development experience from senior roles at Roche and Eli Lilly and extensive public company board service in oncology and life sciences . His medical training includes an M.B.B.S. from the All India Institute of Medical Sciences (AIIMS, New Delhi), residency in Internal Medicine at Lincoln Medical & Mental Health Center/New York Medical College, and a fellowship in Hematology/Oncology at Emory University School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F. Hoffmann-La Roche & Co. | Vice President; Head, Oncology Disease Biology Leadership Team; Head, Oncology Clinical Development | 1999–2008 | Led oncology clinical development and disease biology leadership efforts |
| Eli Lilly & Co. | Senior Clinical Research Physician | 1996–1999 | Clinical research leadership |
| Memorial Sloan Kettering Cancer Center | Clinical Affiliate | 2000–2008 | Clinical affiliation in oncology |
| Indiana University School of Medicine | Clinical Associate Professor of Medicine | 1997–1999 | Academic appointment |
| M.D. Anderson Cancer Center | Faculty | 1989–1996 | Oncology faculty role |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Servier (France) | Director | Since Jan 2022 | Private (independent pharma) | Board service |
| LAVA Therapeutics B.V. | Chairman | Since 2021 | Public (NASDAQ: LVTX) | Board chair |
| Black Diamond Therapeutics, Inc. | Director | Since Jan 2021 | Public (NASDAQ: BDTX) | Precision oncology |
| Median Technologies Inc. | Director | Since 2017 | Public (Euronext Growth) | Imaging/AI in medicine |
| Replimune Group, Inc. | Director | Since Aug 2017 | Public (NASDAQ: REPL) | Oncolytic immunotherapy |
| Autolus Therapeutics plc | Former Director | Prior role | Public | Former board member |
| Five Prime Therapeutics Inc. | Former Director | Until acquisition by Amgen | Public | Company acquired by Amgen |
| Micromet, Inc. | Former Director | Until acquisition by Amgen | Public | Company acquired by Amgen |
| Advanced Accelerator Applications S.A. | Former Director | Until acquisition by Novartis | Public | Company acquired by Novartis |
| YM Biosciences Inc. | Former Director | Until acquisition by Gilead Sciences | Public | Company acquired by Gilead |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Chair, Research & Development (R&D) Committee .
- Independence: The Board determined Dr. Dhingra is independent under Nasdaq rules; independent directors meet in regularly scheduled executive sessions .
- Attendance and engagement: In 2024 the Board met 9 times (Audit 4; Compensation 6; Nominating 2; R&D 4); during 2025 each Board member attended at least 75% of meetings of the Board and committees on which they served, to the extent appointed at the relevant time .
- R&D Committee scope: Oversees strategy and competitiveness of R&D programs; reviews clinical and IP risks; assists Board and Compensation Committee in setting and evaluating R&D performance goals under incentive plans; Dr. Dhingra serves as chairperson .
Fixed Compensation
- Program structure (annual cash retainer schedule):
- Non-employee director: $40,000/year; Board Chair: +$30,000/year; Audit Chair: $15,000/year; Audit member: $7,500/year; Compensation Chair: $10,000/year; Compensation member: $5,000/year; Nominating Chair: $9,000/year; Nominating member: $4,500/year .
- 2024 actual compensation for Dr. Dhingra (partial year; joined April 2024): Fees earned $39,411; option awards grant-date fair value $887,637; total $927,048 .
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 39,411 |
| Option Awards ($) – grant-date fair value | 887,637 |
| Total ($) | 927,048 |
| Shares Underlying Option Awards (count, as of 12/31/2024) | 61,136 |
Performance Compensation
- Director equity program (options):
- Initial Grant: 50,000 options automatically upon joining; reduced if grant-date fair value would exceed $800,000; vests monthly over 36 months .
- Annual Grant: 25,000 options at each annual meeting for continuing directors; reduced if grant-date fair value would exceed $400,000; vests in full by next annual meeting or first anniversary .
- Change-in-control: All outstanding director equity awards vest in full upon a change in control .
- No performance metrics are disclosed for director compensation; grants are time-based options rather than PSU/TSR-linked awards .
| Equity Feature | Terms |
|---|---|
| Initial Grant (options) | 50,000 shares; cap at $800,000 grant-date fair value; 1/36 monthly vest |
| Annual Grant (options) | 25,000 shares; cap at $400,000 grant-date fair value; vests by next annual meeting/1 year |
| CIC Treatment | Director equity vests in full upon change-in-control |
| Performance Metrics | None disclosed for director awards (time-based options) |
Other Directorships & Interlocks
- Multiple concurrent public company directorships in oncology and life sciences (e.g., Black Diamond Therapeutics, Replimune, LAVA Therapeutics) support sector expertise and network breadth; CRGX discloses no related-party transactions involving Dr. Dhingra .
Expertise & Qualifications
- Medical and clinical credentials: M.B.B.S. (AIIMS), Internal Medicine residency, Hematology/Oncology fellowship; clinical and academic roles at MSK, Indiana University, and M.D. Anderson .
- Pharma development leadership: Senior oncology clinical development leadership at Roche; clinical research leadership at Eli Lilly .
- Board experience: Chair and director roles across multiple public and private companies in oncology/cell therapy .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares Beneficially Owned (total) | 29,661 |
| Shares Exercisable Within 60 Days | 29,661 (options) |
| Shares Outstanding (Record Date reference) | 46,110,228 (company-wide) |
Footnote: Beneficial ownership figures reflect options exercisable within 60 days and are presented per the company’s SEC disclosure framework .
Governance Assessment
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Strengths:
- Independent status and executive sessions support robust oversight; committee composition across Audit, Compensation, and Nominating is independent under Nasdaq/SEC rules .
- R&D Committee chair role indicates strong engagement with scientific strategy, clinical risk oversight, and linkage to incentive goal-setting for R&D performance, enhancing board effectiveness for a clinical-stage oncology company .
- Attendance at or above 75% threshold across Board/committee meetings signals active participation; the Board/committee cadence (9 Board, 4 Audit, 6 Compensation, 2 Nominating, 4 R&D in 2024) provides structured oversight .
- Director equity is option-heavy and time-based, with change-in-control vesting; while not performance-linked, options can align incentives with shareholder value creation over time .
-
Potential risk indicators:
- Multiple external directorships across oncology may increase time-commitment complexity; however, CRGX discloses no related-party transactions or conflicts involving Dr. Dhingra, and the Audit Committee oversees related-person transactions under a formal policy .
- As an emerging growth company, CRGX does not hold advisory say-on-pay votes, limiting one channel of shareholder feedback on compensation; compensation consultant independence was affirmatively assessed (Alpine Rewards) to mitigate pay-setting risks .
- Hedging and pledging are prohibited under the Insider Trading Policy, reducing misalignment risks; no pledging/hedging by Dr. Dhingra is disclosed .
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Net view: Governance signals are positive—independence, committee leadership in R&D, and attendance—without disclosed conflicts or related-party exposure tied to Dr. Dhingra; equity compensation is time-based rather than performance-based, which may modestly dilute pay-for-performance purity but is standard for director compensation at clinical-stage companies .