Samarth Kulkarni
About Samarth Kulkarni
Samarth Kulkarni, Ph.D., age 46, is the independent Chair of the Board at Oruka Therapeutics (ORKA). He joined the pre-merger Oruka board in February 2024 and became Chair and director at the Merger Closing on August 29, 2024; he is also the CEO of CRISPR Therapeutics AG (since Dec 2017) and chair of CRISPR’s board (since Sep 2023) . He holds a Ph.D. in Bioengineering and Nanotechnology (University of Washington) and a B.Tech. from the Indian Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | President & Chief Business Officer; Chief Business Officer | Pres & CBO: May–Nov 2017; CBO: from Aug 2015 | Helped lead strategy and business development |
| McKinsey & Company | Partner, Pharmaceuticals & Biotechnology practice | 2006–2015 | Strategic advisory to biopharma; leadership experience |
External Roles
| Organization | Role | Since/Until | Notes |
|---|---|---|---|
| CRISPR Therapeutics AG (Nasdaq: CRSP) | Chief Executive Officer; Member of Board; Chair of Board | CEO since Dec 2017; Board member since Jun 2018; Chair since Sep 2023 | Current roles |
| Black Diamond Therapeutics, Inc. (Nasdaq: BDTX) | Director | Not disclosed | Has served as a board member |
| Repare Therapeutics Inc. (Nasdaq: RPTX) | Director | Not disclosed | Has served as a board member |
| Centessa Pharmaceuticals plc (Nasdaq: CNTA) | Director | Not disclosed | Has served as a board member |
Note: Dates for BDTX, RPTX, and CNTA board service were not specified in the proxy .
Board Governance
- Roles and independence
- Chair of the Board at ORKA; independent under Nasdaq listing rules .
- Committee assignments: member—Compensation Committee and Nominating & Corporate Governance Committee; not a committee chair .
- Attendance and engagement
- Board met 3 times since the Merger; each director (including Dr. Kulkarni) attended at least 75% of Board and committee meetings during their service period in 2024 .
- Committee meetings since the Merger: Audit (3), Compensation (3), Nominating (1) .
- Governance structure signals
- Classified board; supermajority requirements to amend governing documents and remove directors; plurality voting for directors; stockholders cannot call special meetings or act by written consent—structures that can entrench boards but provide stability for a pre-revenue biotech .
- Independent directors meet in executive sessions regularly; board risk oversight is allocated across Audit, Compensation, and Nominating committees .
- Policies and controls
- Code of Business Conduct and Ethics (conflicts, corporate opportunities, insider trading) and an Insider Trading Policy that prohibits short sales, options/derivatives, hedging, margining, and pledging by directors .
- Related-person transactions policy requires Audit Committee review/approval; post-merger policy in place .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 27,740 | — | 27,740 |
Non-Employee Director Compensation Program (structure):
- Annual Board retainer $40,000; Chair retainer $30,000 .
- Committee retainers: Audit—Chair $15,000 / Member $7,500; Compensation—Chair $12,000 / Member $6,000; Nominating—Chair $10,000 / Member $5,000 .
Performance Compensation (Director)
| Equity Component | Grant Size | Vesting | Notes |
|---|---|---|---|
| Annual option grant | 17,500 shares | Monthly over 12 months | For directors on board prior to Jan 1 of grant year |
| Initial option grant (new director) | 35,000 shares | Monthly over 36 months | Granted upon initial appointment |
| Kulkarni holdings (as of 12/31/24) | 199,992 options | Not disclosed; assumed awards | Options were assumed by ORKA in the Merger |
2024 director option grant value for Dr. Kulkarni was $0; his existing option position reflects assumed pre-merger awards .
Other Directorships & Interlocks
| Company | Relationship to ORKA | Interlock/Conflict Consideration |
|---|---|---|
| CRISPR Therapeutics AG (CEO, Chair) | No disclosed transactions with ORKA | Time-commitment watch item; board guidelines encourage limits on other boards; Nominating Committee annually reviews time commitments . |
| Fairmount/Paragon ecosystem (context) | ORKA has significant related-party agreements with Paragon; Fairmount is a major holder; ORKA director Peter Harwin manages Fairmount | No transactions disclosed involving Dr. Kulkarni personally; related-person oversight by Audit Committee mitigates risk . |
Expertise & Qualifications
- Biopharma operating leadership: CEO of CRISPR Therapeutics; prior senior roles including President/CBO and CBO .
- Strategy/finance: Former McKinsey partner in Pharma & Biotech practice (2006–2015) .
- Governance: Experience as public company director (BDTX, RPTX, CNTA) and as CRISPR board chair .
- Education: Ph.D. in Bioengineering/Nanotechnology (Univ. of Washington); B.Tech. (IIT) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Percent of Outstanding | Composition/Notes |
|---|---|---|---|
| Samarth Kulkarni | 35,713 | <1% | Includes 35,713 options that will vest within 60 days of Feb 15, 2025 . |
| Options outstanding (not all counted as beneficial) | 199,992 | — | Options held as of 12/31/24; assumed in the Merger . |
| Pledging/Hedging | — | — | Hedging and pledging prohibited by policy; no pledging disclosed . |
Compensation Committee Analysis (Context)
- Independent compensation advisor: Alpine Rewards engaged in 2024; Compensation Committee affirmed advisor independence (no conflicts) .
- Peer group for executives: Pre/early-clinical U.S. biopharma (market cap ~$250M–$2B), including companies like Apogee, Kymera, Prime Medicine, Spyre, Structure Therapeutics, etc. (used for executive—not director—pay calibration) .
- Clawback: Nasdaq Rule 10D-1–compliant clawback policy covering prior 3 fiscal years for incentive compensation upon accounting restatement .
Related-Party Exposure (Company-Level)
- Paragon/Paruka arrangements: Option and license agreements for ORKA-001 (IL-23) and ORKA-002 (IL-17A/F), with milestone obligations and royalties; research payments and milestones accrued in 2024; annual equity warrant grant to Paragon/Paruka (1.00% fully diluted on 12/31/2024 and 12/31/2025) .
- Ownership concentration: Fairmount Funds beneficially owns 19.99%; Venrock 11.08%; FMR 14.86%; RTW 5.50% .
- Director involvement: No related-person transactions disclosed involving Dr. Kulkarni; Board independence determination includes Dr. Kulkarni; related-person transactions are reviewed under the post-merger policy .
Governance Assessment
- Strengths
- Independent Chair; independent director status and active committee roles (Compensation; Nominating) support oversight of management .
- Meeting engagement acceptable (≥75% attendance), with functional committee cadence since the Merger .
- Strong policy framework: hedging/pledging prohibitions, related-party review policy, and clawback policy aligned with investor expectations .
- Use of an independent compensation consultant with no conflicts; structured director compensation program with equity alignment .
- Watch items / potential investor concerns
- Board structure includes classified terms, supermajority provisions, and limitations on special meetings/written consent; these can be seen as entrenching and may reduce shareholder rights relative to best-in-class governance .
- Company-level related-party ecosystem (Paragon/Fairmount) increases perceived conflict risk; while no ties are disclosed for Dr. Kulkarni, cross-governance vigilance remains important (Audit Committee oversees RPTs) .
- Time commitments: Dr. Kulkarni is CEO and board chair of CRISPR while serving as ORKA Chair; the Nominating Committee monitors director time commitments, but investors may track bandwidth and potential overboarding risk over time .
Additional context: 2025 is the first annual meeting post-merger, with say-on-pay and SOX auditor ratification on the ballot; Section 16 filings were timely in 2024, a positive compliance signal .