Sandesh Mahatme
About Sandesh Mahatme
Sandesh Mahatme (age 60) joined the CRISPR Therapeutics AG board in May 2024 and currently serves as an independent director and Audit Committee member designated as an “audit committee financial expert.” He holds Master of Laws degrees from Cornell Law School and NYU School of Law and is a member of the New York State Bar Association, bringing deep finance and corporate development credentials to the board . His tenure began in May 2024 and he has been reaffirmed as independent under Nasdaq rules by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Resilience Inc. | President, Chief Operating Officer and Chief Financial Officer | Jul 2020 – Jun 2024 | Senior leadership over finance and operations at a biomanufacturing company |
| Sarepta Therapeutics, Inc. | EVP, Chief Financial Officer; Chief Business Officer | Nov 2012 – Jul 2020 | Led finance and corporate/business development at a public biopharma |
| Celgene Corporation | SVP Corporate Development; SVP Finance; Corporate Treasurer; Head of Tax | Prior to 2012 (dates not specified) | Senior finance and strategy roles at a large biopharma |
| Pfizer Inc. | Senior roles in business development and corporate finance | Prior to Celgene (dates not specified) | Corporate development and finance experience at a global pharma |
| Ernst & Young LLP | Early career | Not specified | Foundation in accounting/advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Idorsia Pharmaceuticals Ltd (SIX: IDIA) | Director | Since May 2020 | Public company board service |
| Aeglea BioTherapeutics, Inc. (Nasdaq: AGLE) | Director | Jun 2015 – Jul 2022 | Prior public company board service |
| Flexion Therapeutics, Inc. (Nasdaq: FLXN) | Director | 2014 – Jun 2021 | Prior public company board service |
Board Governance
- Committee assignments: Member, Audit Committee; chair is John T. Greene; Mahatme began serving upon his election in May 2024 and is designated by the board as an “audit committee financial expert” .
- Independence: The board determined Mahatme is independent under SEC and Nasdaq Listing Rules .
- Attendance: The board held five formal meetings during 2024; each director then in office attended at least 75% of board and committee meetings on which they served .
- Leadership and executive sessions: CRSP combines CEO and Chair roles with Samarth Kulkarni; the Lead Independent Director (Douglas A. Treco) presides over sessions without management and has broad liaison and agenda responsibilities .
- Risk oversight: The Audit Committee oversees financial reporting, internal controls, compliance, and cybersecurity risks, including related party transaction approvals .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) – 2024 | $35,110 | Prorated service beginning May 2024 and committee fees per policy |
| All Other Compensation – 2024 | $16,593 (consulting fees pre-election) | Consulting arrangement terminated upon election to the board |
Non‑employee director compensation structure (policy):
| Policy Element | 2024 Policy | 2025 Policy |
|---|---|---|
| Annual cash fee (non‑employee director) | $45,000 | $50,000 |
| Chair of Board | $65,000 | $65,000 |
| Audit Committee member / chair | $10,000 / $20,000 | $10,000 / $20,000 |
| Compensation Committee member / chair | $7,500 / $15,000 | $7,500 / $15,000 |
| Nominating Committee member / chair | $5,000 / $10,000 | $5,000 / $10,000 |
| Lead Independent Director | $10,000 | $15,000 |
| Initial option grant (new director) | 26,000 options | 26,000 options |
| Annual option grant (returning director) | 13,000 options | 13,000 options |
| Vesting & acceleration | Initial options vest monthly over 3 years; annual options vest monthly and fully by the next AGM; accelerate on death/disability/sale event |
Performance Compensation
| Equity Award | Grant-Size / Fair Value | Vesting | Acceleration / Triggers |
|---|---|---|---|
| Option awards – 2024 (grant date fair value) | $409,680 | As per policy: monthly vest; annual fully by next AGM | Acceleration upon death, disability, or sale event |
| Initial option grant at election (policy) | 26,000 options | Equal monthly over 3 years | Acceleration per policy |
| Annual option grant (policy) | 13,000 options | Monthly, fully vested by first anniversary or next AGM | Acceleration per policy |
No director performance metrics (e.g., TSR, revenue) are tied to director compensation; director equity is time‑based per the policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Idorsia Pharmaceuticals Ltd | Director | No CRSP‑disclosed related party transactions involving Mahatme; independence affirmed |
| Aeglea BioTherapeutics, Inc. | Former Director | No CRSP‑disclosed related party transactions involving Mahatme; prior role ended 2022 |
| Flexion Therapeutics, Inc. | Former Director | No CRSP‑disclosed related party transactions involving Mahatme; prior role ended 2021 |
Expertise & Qualifications
- Financial expertise: Board designated Audit Committee financial expert; extensive CFO and corporate finance background at Resilience, Sarepta, Celgene, and Pfizer .
- Legal credentials: LL.M. degrees (Cornell; NYU), New York State Bar Association member .
- Strategic and operational experience: Senior leadership in biomanufacturing and biopharma across finance, corporate development, and operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sandesh Mahatme | 26,000 | <1% | Beneficial ownership as of Mar 15, 2025 |
| Options held (as of Dec 31, 2024) | 18,778 options | — | Director option balance reported year‑end 2024 |
Hedging/pledging: Company policy prohibits directors from short sales, hedging transactions, margin pledging, or pledging of company securities .
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| SEC Say‑on‑Pay (U.S. advisory vote) – 2024 AGM | 32,094,737 | 10,778,822 | 148,746 | 18,272,374 |
| Swiss 2023 Compensation Report (advisory) | 32,163,571 | 10,698,220 | 160,514 | 18,272,374 |
| Board non‑performance cash (binding) | 42,404,960 | 483,779 | 133,566 | 18,272,374 |
| Board equity grant max (binding) | 32,217,566 | 10,666,594 | 138,145 | 18,272,374 |
Governance Assessment
- Alignment and expertise: Mahatme strengthens audit oversight with recognized “financial expert” status and deep CFO/finance experience, which supports board effectiveness on financial reporting and risk management .
- Independence and attendance: The board affirmed his independence; directors met minimum attendance thresholds in 2024, supporting confidence in engagement and oversight .
- Compensation mix and alignment: Director pay combines cash retainers with option grants that vest over time; no performance‑metric‑linked director equity, which is typical but reduces direct pay‑for‑performance linkage for directors .
- RED FLAG monitoring: A pre‑election consulting arrangement existed with Mahatme but was terminated upon his election, reducing any related‑party exposure risk .
- Policies supporting investor alignment: Prohibitions on hedging/pledging and the presence of a clawback policy strengthen governance norms and reduce misalignment risk .
- Board leadership balance: Combined CEO/Chair role is offset by a strong Lead Independent Director framework with defined responsibilities for executive sessions, agenda input, and shareholder engagement .