Robert Baffi
About Robert Baffi
Robert Baffi, Ph.D., age 70, is an independent Class III director of Neurogene Inc. (NGNE). He joined NGNE’s board in December 2023 after serving on Neurogene OpCo’s board from September 2020; he is Venture Partner at Samsara BioCapital (since March 2021) and previously spent 23 years at BioMarin, including President of Global Manufacturing & Technical Operations (2018–2020) and Senior Advisor to the Chairman & CEO (2021). Earlier, he spent 14 years at Genentech in quality control; he has contributed to 28 product approvals, and holds a Ph.D./M.Phil./B.S. in biochemistry (CUNY) and an MBA (Regis University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical (BMRN) | President, Global Manufacturing & Technical Operations; later Senior Advisor to Chairman & CEO | 2018–2020 (President); 2021 (Senior Advisor); at BioMarin 2000–2023 | Oversaw manufacturing, quality, logistics, engineering, analytics; led building of a pioneering gene therapy manufacturing facility; contributed to 28 product approvals . |
| Genentech | Various roles, primarily Quality Control | ~14 years prior to 2000 | Senior quality leadership across QC functions . |
| Cooper BioMedical | Research Scientist | Prior to Genentech | R&D responsibilities . |
| Becton Dickinson Research Center | Post-Doctoral Fellow | Prior to Cooper | Post-doctoral research . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Samsara BioCapital | Venture Partner | Since Mar 2021 | Investment firm focused on life sciences . |
| Mosaic ImmunoEngineering (OTC: CPMV) | Director | Since Jun 2021 | Public biotech board service . |
| Bionic Sight (private) | Director | 2020–2024 | Private biotech board service . |
| National Institute for Bioprocessing Research & Training (NIBRT) | Science Advisory Board | Current | Scientific advisory role . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee; not on Audit Committee .
- Independence: Board determined Dr. Baffi is independent under Nasdaq rules .
- Attendance: In 2024 the Board met five times; no director attended <75% of Board/committee meetings in their service periods .
- Executive sessions/lead independent oversight: Independent directors meet in executive session each regular meeting; Cory Freedland (independent) presides .
- Board structure features (investor impact): Classified board; supermajority (66 2/3%) to amend certain charter/bylaws and remove directors; plurality voting for directors; shareholders cannot call special meetings or act by written consent .
| Committee | 2024 Meetings | Dr. Baffi’s Role |
|---|---|---|
| Audit | 4 | — |
| Compensation | 4 | Member |
| Nominating & Corporate Governance | 3 | Chair |
Fixed Compensation
- Policy (non-employee directors): $40,000 annual cash retainer; committee/counterpart fees: Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $8,000; Nominating member $4,000. In March 2025, increases approved: Compensation Chair $12,000; Compensation member $6,000; Nominating Chair $10,000; Nominating member $5,000 (board retainer and Audit Chair unchanged) .
- Equity design: Initial option grant of 15,400 options for new directors (Jan 2024) vesting monthly over 3 years; annual option grant of 7,700 options vesting in full on the earlier of next AGM or first anniversary; all under the 2023 Plan .
| 2024 Director Pay – Baffi | Amount (USD) |
|---|---|
| Cash fees earned | $53,000 |
| Option awards (grant-date fair value, ASC 718) | $605,134 |
| Total | $658,134 |
Notes: His 2024 cash aligns with policy math (Board $40,000 + Nominating Chair $8,000 + Compensation member $5,000 = $53,000) .
Performance Compensation
- Non-employee director compensation has no disclosed performance-based metrics; equity grants are stock options with time-based vesting (initial monthly over 3 years; annual grant vests by next AGM/1-year anniversary) .
- Clawback: Awards under the 2023 Equity Plan are subject to recoupment under the Company’s clawback policy and applicable listing rules .
| Director Pay Element | Performance Metric(s) | Vesting/Terms |
|---|---|---|
| Cash retainers/fees | None disclosed | Paid quarterly in arrears |
| Initial option grant (15,400) | None (time-based) | Monthly over 3 years |
| Annual option grant (7,700) | None (time-based) | Vests in full by next AGM or 1-year anniversary |
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Potential Interlock/Conflict Signal |
|---|---|---|---|
| Samsara BioCapital (12.13% NGNE holder) | Investor | Dr. Baffi is Venture Partner; fellow director Dr. Freedland serves as a Samsara representative and his director fees were paid to Samsara LP | Large shareholder with two senior affiliations (one explicit representative), which may create perceived influence; Board deems both directors independent . |
| 2024 Private Placement participants | Financing | Samsara invested ($10M) among multiple funds (RTW $30M; Casdin $25M; Redmile $25M; EcoR1 $25M; Great Point $18M) | Monitor for related-party optics; transaction disclosed and subject to policies . |
| Compensation Committee interlocks | Governance | None among current/last three years | No interlocking relationships disclosed . |
Expertise & Qualifications
- Deep biologics and gene therapy CMC/manufacturing leadership; led construction of a first-of-its-kind gene therapy manufacturing facility at BioMarin .
- Quality systems expertise from long Genentech tenure; track record across 28 product approvals .
- Scientific and advisory leadership (NIBRT) and board experience at public and private biotechs .
- Advanced degrees in biochemistry (Ph.D., M.Phil., B.S.) and MBA; relevant to complex manufacturing scale-up and governance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Robert Baffi, Ph.D. | 26,186 | * (<1%) | Footnote indicates consists of options exercisable within 60 days of 4/16/25 . |
| Options outstanding (12/31/24) | 34,742 | — | Director stock options held as of year-end . |
- Ownership policies and pledging/hedging: Company prohibits short-term trading, short sales, transactions in derivatives (puts/calls), and hedging by directors; no disclosure of share pledging by Dr. Baffi .
Governance Assessment
- Strengths: Independent director with deep manufacturing/gene therapy expertise; chairs Nominating & Corporate Governance Committee and serves on Compensation Committee; Board affirms independence; 2024 attendance ≥75%; use of independent compensation consultant Aon for director/executive pay .
- Alignment: Director compensation primarily equity-based via options; 2024 total $658,134 with $605,134 equity; equity awards subject to clawback; anti-hedging policy in place .
- Watch items:
- Affiliation with a significant shareholder (Samsara 12.13% ownership) via Venture Partner role, and a fellow director representing Samsara; while independence is affirmed, investors may scrutinize potential influence or related-party optics—particularly around financings like the 2024 private placement that included Samsara .
- Structural governance features (classified board, supermajority thresholds, no special meeting/written consent rights, plurality voting) may be viewed as shareholder-unfriendly and could attract governance-focused activism .
RED FLAGS to monitor
- Perceived conflicts from ties to large holder (Samsara) despite independence determination; ensure robust related-party oversight continues (policy in place) .
- Entrenchment risk from classified board/supermajority provisions limiting shareholder rights .
Appendix: Director Compensation Policy Details (for context)
| Cash Retainers (2024 policy) | Chair (USD) | Member (USD) |
|---|---|---|
| Board retainer | $40,000 (non-exec Chair $70,000, if appointed) | — |
| Audit Committee | $15,000 | $7,500 |
| Compensation Committee | $10,000 | $5,000 |
| Nominating Committee | $8,000 | $4,000 |
| March 2025 Increases | Chair (USD) | Member (USD) |
|---|---|---|
| Compensation Committee | $12,000 | $6,000 |
| Nominating Committee | $10,000 | $5,000 |
| Audit Committee | Unchanged (Chair) | $8,000 |
All citations: .