Samarth Kulkarni
CRISPR TherapeuticsAbout Samarth Kulkarni
Samarth Kulkarni, Ph.D., age 46, is Chairman and Chief Executive Officer of CRISPR Therapeutics; he has served as CEO since December 2017, director since June 2018, and Chairman since September 2023, after prior roles as President and Chief Business Officer and nine years with McKinsey & Company. He holds a Ph.D. in Bioengineering and Nanotechnology (University of Washington) and a B.Tech. from the Indian Institute of Technology; board biography notes additional public company directorships (RPTX, BDTX, ORKA, CNTA). Company “Compensation Actually Paid” analysis and pay-versus-performance disclosure show 2024 TSR of 64.63 vs peer group 113.84, stock price $46.13, and net loss of $366.3 million, reflecting the company’s limited use of traditional financial metrics in executive pay given stage of development.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CRISPR Therapeutics | Chief Business Officer | 2015–2017 | Led collaborations with Vertex and Bayer; helped finance through IPO. |
| CRISPR Therapeutics | President (CRISPR Therapeutics, Inc.) | 2017 | Oversaw U.S. operations; expanded leadership responsibilities. |
| CRISPR Therapeutics | Chief Executive Officer | Dec 2017–present | Set strategic direction; led first approvals for CASGEVY with partner Vertex. |
| CRISPR Therapeutics | Chairman of the Board | Sept 2023–present | Presides over Board; combined CEO-Chair role with Lead Independent Director structure. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Repare Therapeutics (Nasdaq: RPTX) | Director | Since Jan 2020 | Precision oncology. |
| Black Diamond Therapeutics (Nasdaq: BDTX) | Director | Since Jan 2020 | Precision oncology. |
| Oruka Therapeutics (Nasdaq: ORKA) | Director | Since Jun 2024 | Biotechnology. |
| Centessa Pharmaceuticals (Nasdaq: CNTA) | Director | Since Feb 2021 | Biotechnology. |
Fixed Compensation
Multi-year CEO compensation (grant-date fair value, ASC 718):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 724,500 | 746,235 |
| Share Awards ($) | 15,211,120 | 4,435,690 | 25,344,025 |
| Option Awards ($) | 4,213,239 | 6,531,705 | 6,436,600 |
| Non-Equity Incentive ($) | 597,800 | 618,723 | 637,285 |
| All Other ($) | 12,200 | 11,578 | 11,481 |
| Total ($) | 20,734,359 | 12,322,196 | 33,175,626 |
Notes:
- 2025 base salary set at $768,622 with target bonus “not less than” 70% of salary (current employment agreement).
- CEO pay ratio for 2024: ~121:1.
Performance Compensation
Annual Cash Incentive (2024)
| Item | Value |
|---|---|
| Target Bonus ($) | 522,365 |
| Actual Bonus ($) | 637,285 |
| Achievement Level | 122% (corporate and individual) |
| Corporate Goal Categories & Weighting | Program Goals 65%; Platform & Capabilities 20%; G&A 15% |
Goal framework highlights included advancing CAR T programs, in vivo editing, hemoglobinopathies commercialization support for CASGEVY, and platform/manufacturing capabilities; Board approved up to 125% achievement for 2024 based on performance.
Equity Incentives (structure, vesting, metrics)
| Grant | Grant Date | Size | Terms |
|---|---|---|---|
| RSUs | 3/20/2024 | 78,750 | Time-based; see outstanding awards table. |
| Options | 3/20/2024 | 105,000 | $72.94 strike; 4-year vest (25% at 1-year, remainder monthly). |
| Options | 10/16/2024 | 55,000 | $49.00 strike; 4-year vest monthly. |
| Retention RSUs | 10/16/2024 (approved Sept 2024) | 400,000 | Four equal annual installments; time-based retention award to align CEO equity holding with 50th percentile peers. |
| PSUs (market-based) | 8/16/2022 | Up to 150,000 | Earned based on average stock price increase vs $75.85 grant price with 10%, 15%, 25%, 35% tranches; all Earned PSUs vest on or after 8/16/2025; sale-event protections include floor of 75,000 shares and acceleration. |
Equity award grant policy grants twice yearly (Q3/Q4 for performance year and Q1 following), priced at closing market price; grants to NEOs approved by Board/Comp Committee; hedging/pledging prohibited.
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 1,466,246 shares (1.7% of 86,188,107 shares outstanding) |
| Composition | 185,428 owned directly; 1,195,196 underlying options/RSUs exercisable or vesting within 60 days; 85,622 via The Kulkarni 2023 GRAT (indirect). |
| Shares Outstanding Basis | 86,188,107 (as of March 15, 2025). |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company securities; also prohibits margin accounts. |
| Ownership Guidelines | Not disclosed in proxy. |
Implication: Large unvested time-based RSUs (including 400,000 retention RSUs) create scheduled vesting events that can introduce mechanical selling pressure around vest dates absent 10b5-1 planning; corporate policy mitigates alignment risks via hedging/pledging prohibitions and clawback.
Employment Terms
| Term | Detail |
|---|---|
| Base Salary (2025) | $768,622; target bonus ≥70% of salary. |
| Notice/Garden Leave | 12-month notice for CEO termination without cause/resign for good reason; garden leave after day 15 with continued pay/benefits and vesting. |
| Non-Compete/Non-Solicit | 12-month restricted period post-termination; scope includes CAS9 human therapeutics, with limited investment exceptions. |
| CIC Protection | Double-trigger: acceleration of equity upon qualifying termination in CIC window; if not permissible at CIC, all equity vests at change-in-control per award agreements. |
| Severance (as of 12/31/2024) | Termination not in CIC: $746,235 cash (12 months salary) + $522,365 target bonus; 12 months continued vesting (time-based) valued at $10,608,386. CIC termination: same cash amounts + full acceleration of time-based equity valued at $27,105,933. |
| Clawback | Restatement-triggered recovery for erroneously awarded incentive comp over prior 3 fiscal years; policy filed with 10-K. |
| Tax Gross-ups | None on CIC/severance; explicitly disclaimed. |
| Perquisites/Pensions | No special perquisites; no executive retirement plans beyond employee programs. |
Board Governance (director service, committees, dual-role implications)
- Board leadership: CEO also serves as Chairman since Sept 2023; Board cites unified strategic leadership and independent oversight via Lead Independent Director (Douglas A. Treco). Executive sessions and independent committee chairs support governance balance.
- Independence and committees: Majority independent board; Audit, Compensation, and Nominating Committees comprised of independent directors; Compensation Committee members: Simeon George (Chair), Ali Behbahani, H. Edward Fleming Jr., John T. Greene. Audit Committee members include John T. Greene (Chair), Maria Fardis, Douglas A. Treco, Sandesh Mahatme.
- Attendance: Board held five formal meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended 2024 AGM.
- Director compensation: CEO receives no separate director compensation. Non-employee directors receive cash retainers and annual option grants (e.g., $50,000 cash; $65,000 for chair; committee/lead independent premia).
- Voting rights: Swiss Articles cap individual registered voting rights above certain thresholds, with further limits for nominees and aggregate voting at 15%.
Compensation Structure Analysis
- Mix and trend: 2024 shows a material increase in time-based RSU grants (including a 400,000 retention RSU), with options continuing to vest monthly over four years; PSU award from 2022 is market-based but deemed unlikely to vest meaningfully by August 2025 given performance trajectory, prompting shift to time-based retention equity.
- Pay-for-performance: Annual cash bonus tied to corporate program/platform/G&A goals yielded 122% payout vs target; company does not generally use revenue/EPS metrics in setting compensation due to clinical-stage status.
- Governance safeguards: Double-trigger CIC acceleration, clawback policy, no hedging/pledging, no option repricing, and no tax gross-ups mitigate shareholder-unfriendly risks.
Investment Implications
- Alignment and retention: The 400,000 time-based RSU retention grant and ongoing option grants increase equity-based alignment but reduce performance contingency versus PSUs; expect steady vesting cadence over 2025–2028 that may create predictable supply from insider vesting events.
- Change-in-control optionality: Significant equity acceleration value ($27.1M time-based acceleration plus cash) under double-trigger CIC could be a consideration in strategic scenarios; hedging/pledging prohibitions and clawback reduce risk of misalignment.
- Execution track record: 2024 corporate goals achieved above base with global CASGEVY approvals and program advances, supporting bonus uptick; however, 2024 TSR below peer group and continued net losses underscore development-stage risk profile.
- Governance: Dual CEO-Chair role offset by established Lead Independent Director and independent committees with high attendance; CEO receives no director fees, preserving role clarity.