Michael Dybbs
About Michael Dybbs
Michael Dybbs, Ph.D., age 50, has served as an independent director of Nkarta, Inc. since August 2019. He is a Partner at Samsara BioCapital (since March 2017), with prior roles as Partner at New Leaf Venture Partners (2009–2016) and Principal at Boston Consulting Group. He serves on Sutro Biopharma’s board (NASDAQ: STRO) since July 2018, and previously served on Dimension Therapeutics (acquired by Ultragenyx, 2017) and Versartis. Dr. Dybbs holds an A.B. in biochemical sciences from Harvard College and a Ph.D. in molecular biology from UC Berkeley, where he was an HHMI fellow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsara BioCapital | Partner | Mar 2017–present | Life sciences investing leadership |
| New Leaf Venture Partners | Partner | May 2009–Sep 2016 | Biotech venture investing |
| Boston Consulting Group | Principal | Prior to 2009 | Strategy consulting |
| Dimension Therapeutics | Director | Until 2017 (company acquired) | Board oversight pre-acquisition |
| Versartis | Director | Prior role (dates not specified) | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sutro Biopharma, Inc. (NASDAQ: STRO) | Director | Since Jul 2018 | Public company directorship |
| Multiple privately held companies | Director | Ongoing | Venture-backed life sciences boards |
Board Governance
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Compensation Committee | Chair | 6 | CEO and exec comp; administer cash/equity plans; director comp; succession; oversee clawback policy; retained Aon, consultant assessed independent/no conflicts |
| Nominating & Governance Committee | Member | 5 | Director selection; committee composition; governance policies; E&S oversight |
| Science & Technology Committee | Member | 1 | Pipeline/R&D/manufacturing oversight; technical/clinical risk review |
- Independence: Board determined Dybbs is independent under Nasdaq rules, noting his affiliation with entities owning >5% of common stock but affirming independence .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; Board met 6x, Comp 6x, N&G 5x, S&T 1x .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $55,999 | Reflects annual retainer plus chair/member fees |
| Policy: Annual Board Retainer | $40,000 | Paid quarterly, pro-rated as applicable |
| Policy: Compensation Committee Chair | $12,000 | Additional cash retainer |
| Policy: Compensation Committee Member | $6,000 | Additional cash retainer |
| Policy: Other Committee Chair/Member Rates | Audit Chair $15,000; N&G Chair $10,000; S&T Chair $12,000; Audit $7,500; N&G $5,000; S&T $6,000 | Cash retainers by role |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director Stock Option | Jun 13, 2024 | 22,500 | $119,104 | Scheduled to vest on first anniversary of grant; director options vest upon change in control | None disclosed; director awards are time-based, not tied to KPI metrics |
- Outstanding director options (as of 12/31/24): 88,211 .
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| Samsara BioCapital | Investor interlock | Beneficial owner of ~5.1% of NKTX; purchased 900,000 shares in Mar 2024 offering; Dybbs is Partner at Samsara; Board independence assessed with such affiliations |
| RA Capital Management | Investor interlock | ~18.8% beneficial owner; represented by director Zach Scheiner; significant participation in Mar 2024 offering |
| SR One Capital Management | Investor interlock | Director Simeon George is CEO/Managing Partner; SR One purchased 2,000,000 shares in Mar 2024 offering |
Expertise & Qualifications
- Deep life sciences and venture capital experience (Samsara, New Leaf), plus strategic consulting background; current/previous public and private biotech boards .
- Scientific credentials: Harvard AB (biochemical sciences), UC Berkeley Ph.D. (molecular biology), HHMI fellowship .
Equity Ownership
| Holder | Form of Ownership | Amount | Percent of Class |
|---|---|---|---|
| Michael Dybbs | Options exercisable within 60 days | 88,211 | <1% |
- Pledging/Hedging: Company policy prohibits pledging, short sales, and hedging transactions by insiders, including directors .
Governance Assessment
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Committee leadership: As Compensation Committee Chair, Dybbs oversees CEO/exec pay, the clawback policy, and director compensation; the committee met 6 times in 2024 and retained Aon, with independence and no consultant conflicts disclosed—supports process integrity .
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Independence with investor affiliations: Board reaffirmed Dybbs’ independence under Nasdaq despite his venture affiliation with a >5% holder; the N&G Committee and Board annually evaluate independence and related relationships—mitigates perceived conflicts .
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Related-party safeguards: Audit Committee pre-approves related-person transactions; March 2024 financing disclosed significant participation by investor-affiliated directors (including Samsara), providing transparency; Audit Committee reviews/approves such transactions .
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Attendance/engagement: Meets ≥75% attendance standard; active roles across Compensation, N&G, and S&T committees indicate engagement .
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Director pay mix: 2024 compensation emphasizes equity via options (time-based vesting, change-in-control vesting), aligning interests but without performance metrics; cash fees reflect chair/member responsibilities .
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Clawback & insider controls: Executive compensation clawback policy adopted; strong insider trading prohibitions (no hedging/pledging) bolster governance .
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RED FLAGS:
- Potential perceived conflicts due to venture affiliations and participation in financings by investor-affiliated directors; Board’s independence determinations and related-party policies are in place, but investors should monitor committee decision-making for bias .
- Director equity awards are not performance-based; while common for directors, lack of performance metrics reduces pay-for-performance signaling .
Overall, Dybbs brings substantial sector and investment expertise, chairs a key committee with disclosed independent advisor support, and meets independence and attendance standards; transparency on related financings and strong policies (clawback/insider trading) mitigate but do not eliminate perceived conflict risks .