Kapil Dhingra
About Kapil Dhingra
Kapil Dhingra, M.B.B.S., age 65, has served as independent Chairperson and non‑executive director of LAVA Therapeutics N.V. since January 2021. He is Managing Member and co‑founder of KAPital Consulting, LLC (since 2008), and formerly Vice President leading Oncology Disease Biology and Clinical Development at Hoffmann‑La Roche (1999–2008). He earned his M.B.B.S. from the All India Institute of Medical Sciences and brings extensive oncology drug development and board experience in life sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoffmann‑La Roche | Vice President; Head of Oncology Disease Biology Leadership Team; Head of Oncology Clinical Development | May 1999 – Aug 2008 | Led oncology R&D and clinical strategy . |
| KAPital Consulting, LLC | Managing Member; Co‑founder | 2008 – Present | Strategic advisory in biopharma . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Black Diamond Therapeutics, Inc. | Director | Jan 2021 – Present | Public company board . |
| Replimune Group | Director | Jul 2017 – Present | Public company board . |
| Median Technologies | Director | Jun 2017 – Present | Public company board . |
| Kirilys Therapeutics | Director | Mar 2021 – Present | Private company board . |
| Servier | Director | Jan 2022 – Present | Board role at pharma company . |
| CARGO Therapeutics | Director | Apr 2024 – Present | Public company board . |
| Mariana Oncology | Director (Prior) | Jan 2022 – May 2024 | Prior public/private board service . |
| Autolus Therapeutics | Director (Prior) | Aug 2014 – Dec 2023 | Prior public company board . |
| Five Prime Therapeutics | Director (Prior) | Dec 2015 – Apr 2021 | Prior public company board . |
Board Governance
- Chairperson of the Board; independent non‑executive director under Nasdaq standards; Board structure separates Chair and CEO to enhance oversight .
- Standing committees and membership: Audit (Wilson—Chair, Oliger, Noble), Compensation (Wadlinger, Wilson, Noble—Chair), Nomination & Corporate Governance (Oliger—Chair in 2024, Backstrom, Wadlinger). Dhingra is not listed on standing committees .
- Special advisory subcommittee: Proposed and served on a Special Committee (Wilson, Oliger, Dhingra) overseeing strategic alternatives in late 2024—met regularly with management and advisors to guide the process .
- Attendance: In 2024, Board met 4 times; Audit 5; Compensation 3; Nominating 3; all directors attended at least 75% of meetings for their service period; independent directors hold regular executive sessions .
- Post‑offer governance: Upon Closing of tender, Board will be six members; Dhingra and Karen Wilson designated as independent non‑executive directors to continue through transition with specific protective veto rights for independent directors until merger completion .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Fees | $72,000 | Fees earned for Board service. |
| Option Awards (grant‑date fair value) | $40,836 | Equity compensation in options; Black‑Scholes valuation per ASC 718. |
| Total 2024 Director Compensation | $112,836 | Sum of cash and option awards. |
Policy notes:
- Non‑employee director compensation policy authorizes Board (via Compensation Committee) to set mix of cash and equity within shareholder‑approved limits; Dutch law does not require recurring say‑on‑pay votes unless listed on EU regulated market .
- Hedging/pledging prohibited for directors under Insider Trading Policy (anti‑hedge/short/pledge/margin) .
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; equity awards are time‑based options .
- For governance context on pay‑for‑performance oversight, the company’s 2024 executive bonus program used corporate goal attainment of 70%; target bonus percentages: CEO 50%, CFO 40%, CMO 40% .
| Executive Bonus Metrics (2024) | Target Bonus % | Corporate Attainment | Actual Bonus Paid (USD) |
|---|---|---|---|
| CEO (Stephen Hurly) | 50% | 70% | $210,745 |
| CFO (Fred Powell) | 40% | 70% | $124,355 |
| CMO (Charles Morris) | 40% | 70% | $140,315 |
Other Directorships & Interlocks
- Multiple concurrent public boards (e.g., Replimune, Black Diamond, CARGO) increase sector expertise and networks; no related‑party transactions disclosed involving Dhingra or these entities with LAVA .
- Tender/support agreement: Dhingra (with all directors and executives) agreed to tender shares and vote in favor of offer and governance resolutions; total signatories covered ~0.5% of outstanding shares as of Aug 14, 2025 .
Expertise & Qualifications
- Oncology R&D leadership (Roche), clinical development oversight, board governance across biotech; financial, strategic advisory experience (KAPital Consulting) .
- Qualifies as independent director; Board cites strong industry and clinical credentials for service .
Equity Ownership
| Ownership Detail (as of Mar 31, 2025) | Shares/Options | % Outstanding |
|---|---|---|
| Ordinary Shares owned | 30,000 | — |
| Options exercisable within 60 days | 281,130 | — |
| Total Beneficial Ownership | 311,130 | 1.2% |
Transaction‑related outcomes:
| Item | Quantity | Cash Consideration Example |
|---|---|---|
| In‑the‑Money Options (as of Sep 2, 2025) | 33,390 options | $3,673 at $1.04 Cash Amount . |
| Shares held (as of Sep 2, 2025) | 30,000 shares | $37,200 at $1.24 Cash Amount (pre‑amendment) ; note Cash Amount amended to $1.04 on Oct 17, 2025 . |
Policy alignment:
- Hedging and pledging of company stock prohibited for directors .
- No shares pledged disclosed; no related‑party loans or transactions with Dhingra reported .
Governance Assessment
- Strengths: Independent Chair; clear independence determination; regular executive sessions; active role on Special Committee during strategic review; strong attendance; anti‑hedging/pledging policy; transparent director compensation; beneficial ownership (1.2%) provides alignment .
- Potential watch‑items: Multiple simultaneous public boards may present time‑commitment considerations; transaction triggers accelerated option vesting and cash settlement (standard but short‑term gain) ; Dutch framework lacks recurring say‑on‑pay votes (not EU regulated market), reducing direct shareholder input on director pay levels .
- Conflicts/related‑party: None disclosed involving Dhingra; Support Agreement participation noted (customary in tender processes) .
- Post‑transaction safeguards: Independent directors (including Dhingra) retain approval rights over actions affecting non‑tendering shareholders until downstream merger; EGM results approved buyer‑designated directors with quorum and majorities, supporting orderly transition .