Krishnan Viswanadhan
About Krishnan Viswanadhan
Krishnan Viswanadhan, Pharm.D., age 46, has served on CARGO Therapeutics’ (CRGX) board since October 2022 and is classified as a Class I director with a term expiring at the 2027 annual meeting. He is President and Chief Operating Officer at Be Biopharma, and previously led global cell therapy at Bristol-Myers Squibb and business development at Celgene. He holds a Pharm.D. and B.S. in Pharmacy & Economics from Rutgers University and an MBA from Cornell University, and is a registered pharmacist.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb (BMS) | SVP, Global Cell Therapy Franchise Lead | Aug 2019 – Jul 2021 | Led global franchise; deep cell therapy operating experience |
| Celgene Corporation | VP, Business Development & Global Alliances | Jan 2018 – Aug 2019 | Strategic BD and alliance management in oncology; Celgene acquired by BMS Nov 2019 |
| JW Therapeutics (China) | Director (Board) | Oct 2019 – Jul 2024 | Oversight at publicly listed cell therapy company in China |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Be Biopharma, Inc. (private) | President & COO | Jul 2021 – Present | Privately held biopharma; operating leadership (non-CRGX) |
| JW Therapeutics (China) | Director | Oct 2019 – Jul 2024 | Former public board seat; ended July 2024 |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair; Research & Development (R&D) Committee member.
- Independence: Board determined Dr. Viswanadhan is independent under Nasdaq rules; also independent for Audit Committee purposes.
- Attendance and engagement: Board met 9 times in 2024; Audit 4; Compensation 6; Nominating 2; R&D 4. In 2025, each director attended at least 75% of Board and applicable committee meetings.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions; Board leadership currently chaired by John Orwin; no designated lead independent director disclosed.
- R&D oversight: R&D Committee reviews strategy, competitiveness, risk, and helps set/evaluate R&D performance goals under incentive programs.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non-employee director retainer (cash) | $40,000 | Paid quarterly in arrears |
| Audit Committee member retainer (cash) | $7,500 | Non-chair member rate |
| Nominating & Corporate Governance Committee chair retainer (cash) | $9,000 | Chair rate |
| 2024 Fees Earned or Paid in Cash (actual) | $60,374 | Total cash fees received in 2024 |
Performance Compensation
| Equity Element | Grant Terms | 2024 Value/Status |
|---|---|---|
| Initial Option Grant | 50,000 options; grant-date fair value capped at $800,000; vests monthly 1/36 over 3 years; subject to continued service | Program terms (initial grant at IPO effectiveness) |
| Annual Option Grant | 25,000 options each annual meeting; grant-date fair value capped at $400,000; vests in full by first anniversary or prior to next annual meeting; subject to continued service | Program terms |
| Change-in-Control Treatment | All outstanding director equity awards vest in full upon change in control | Program terms |
| 2024 Option Awards (grant-date fair value) | $331,524 | Reported option fair value for 2024 |
| Shares underlying option awards (as of 12/31/2024) | 76,377 | Year-end option count |
No performance metrics (e.g., TSR, revenue/EBITDA goals) are disclosed for director equity; awards are time-based options under the program.
Other Directorships & Interlocks
| Company | Role | Period | Interlocks / Notes |
|---|---|---|---|
| JW Therapeutics | Director | Oct 2019 – Jul 2024 | Prior external public board; no CRGX compensation committee interlocks disclosed. |
- Compensation Committee interlocks: Company disclosed no interlocks for Compensation Committee members; Dr. Viswanadhan was not on the Compensation Committee in 2024.
Expertise & Qualifications
- Cell therapy operating and strategic expertise (BMS SVP Global Cell Therapy; Celgene BD), plus current COO responsibilities at Be Biopharma.
- Governance experience including chairing Nominating & Corporate Governance and service on Audit and R&D committees; meets Audit Committee independence.
- Academic credentials in pharmacy and business; registered pharmacist.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares outstanding beneficially owned | — | No common shares shown as outstanding holdings in table |
| Options exercisable within 60 days (as of 4/15/2025) | 46,937 | Included in beneficial ownership computation |
| Beneficial ownership (%) | <1% | Asterisk indicates less than 1% |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy; pre-clearance and blackout periods apply | Policy scope and prohibitions |
Governance Assessment
- Strengths:
- Independent director with relevant domain expertise; chairs Nominating & Corporate Governance and serves on Audit and R&D—positions that influence board composition, financial oversight, and scientific rigor.
- Attendance threshold met (≥75%); engaged across multiple committees.
- Audit Committee oversight includes related-party transaction review; robust clawback policy adopted; insider trading policy prohibits hedging/pledging.
- Alignment and incentives:
- Director pay mix blends cash retainers with annual option grants; equity is time-based and subject to full acceleration on change-in-control (typical in biotech, but acceleration can be viewed as a modest alignment risk).
- Conflicts/related-party exposure:
- Company disclosed extensive related-party financings with certain investors; Dr. Viswanadhan is not identified as a related person participant in these transactions. Audit Committee reviews/approves any related-party transactions.
- Shareholder feedback mechanisms:
- As an emerging growth company, CRGX does not hold say‑on‑pay advisory votes, reducing external feedback on compensation practices.
RED FLAGS to monitor
- Full acceleration of director equity upon change-in-control may reduce retention incentives post-transaction; monitor any future modifications or additional grants around strategic events.
- No per-director attendance percentages disclosed; continue tracking attendance beyond the ≥75% threshold.