Claire Mazumdar
About Claire Mazumdar
Claire Mazumdar, Ph.D., MBA, was appointed as an independent Class III director of Relay Therapeutics on June 9, 2025, and named Chair of the Audit Committee effective the same day. She is the founding Chief Executive Officer of Bicara Therapeutics (Nasdaq: BCAX) and previously led business development and corporate strategy at Rheos Medicines; earlier she worked at Third Rock Ventures focused on company formation and business development. Her academic credentials include a B.S. in Biological Engineering from MIT and both a Ph.D. in Cancer Biology and an MBA from Stanford University. The Board determined she is independent under Nasdaq standards and the company’s governance guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Rock Ventures | Company formation and business development (role not further specified) | Not disclosed | Venture creation and BD experience relevant to biotech scaling |
| Rheos Medicines | Led business development and corporate strategy | Not disclosed | Supported global partnership with Roche; strategic partnering experience |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Bicara Therapeutics (BCAX) | Founding Chief Executive Officer | Public | Current as of June 2025 |
Board Governance
- Appointment and independence
- Appointed Class III director effective June 9, 2025; Board affirmed independence under Nasdaq standards and company guidelines.
- Committee assignments and chair roles
- Appointed Chair of the Audit Committee effective June 9, 2025.
- Audit Committee remit (context for chair role)
- Responsibilities include oversight of financial statements/internal controls, auditor engagement, related party transaction review/approval, earnings releases, and joint oversight of ESG disclosures with the Nominating & Corporate Governance Committee. During FY2024, Audit Committee met four times.
- Board attendance context
- In 2024, each RLAY director attended at least 75% of board and applicable committee meetings, and the full board met six times; all then‑directors attended the 2024 annual meeting. (Note: Dr. Mazumdar joined in 2025; no attendance data for her period yet.)
Fixed Compensation
- Cash retainers under non‑employee director policy (amended June 1, 2023):
- Board member annual retainer: $45,000
- Audit Committee member annual fee: $10,000
- Audit Committee chair additional annual fee: $20,000
- Paid quarterly in arrears; no per‑meeting fees.
| Cash Fee Element | Amount ($) | Notes |
|---|---|---|
| Board of Directors – member retainer | 45,000 | Annual, paid quarterly |
| Audit Committee – member fee | 10,000 | Annual, in addition to board retainer |
| Audit Committee – chair additional fee | 20,000 | Annual, stacked on member fee and board retainer |
Implication: If serving a full year as Audit Chair, the policy components imply $75,000 in annual cash fees (Board $45,000 + Audit member $10,000 + Audit chair add’l $20,000), prorated from her June 9, 2025 start.
Performance Compensation
- Equity awards for non‑employee directors (policy framework)
- Initial option grant on appointment: option with grant date fair value $977,280; vests in 36 equal monthly installments.
- Annual option grant at each annual meeting: grant date fair value $488,640; vests in full by the earlier of the first anniversary or next annual meeting.
- Dr. Mazumdar’s appointment grant (company disclosure)
- Initial stock option to purchase 421,241 shares at $3.36 (closing price on June 9, 2025), vesting in equal monthly installments over 36 months.
| Equity Award | Grant Date | Shares/Value | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|
| Initial Director Option (policy) | On appointment | Fair value $977,280 | N/A | 36 equal monthly installments | |
| Annual Director Option (policy) | Each annual meeting | Fair value $488,640 | N/A | Full vest by next annual meeting or 1 year | |
| Claire Mazumdar Initial Option | 2025-06-09 | 421,241 shares | $3.36 | 36 equal monthly installments |
Note: Director equity at RLAY is option‑only per policy; there are no director PSUs/RSUs or performance metrics for vesting—vesting is service‑based.
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap Consideration |
|---|---|---|
| Bicara Therapeutics (BCAX) | Founding CEO | Sector overlap in oncology; the Board has determined independence and 8‑K confirms no related‑party transactions under Item 404(a). Ongoing related‑party screening resides with the Audit Committee. |
Expertise & Qualifications
- Clinical‑stage oncology operating experience as CEO; background in business development and corporate strategy (Rheos Medicines).
- Venture creation/BD exposure at Third Rock Ventures.
- Academic credentials: B.S. (MIT), Ph.D. in Cancer Biology (Stanford School of Medicine), MBA (Stanford GSB).
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership filing | Form 3 filed June 11, 2025 indicated “No securities are beneficially owned” as of event date; includes Power of Attorney. (Note: company separately disclosed initial option grant on appointment.) |
| Initial option award | Option to purchase 421,241 shares at $3.36; vests monthly over 36 months from June 9, 2025. |
| Hedging/pledging | Company insider trading policy prohibits short sales, hedging, margin, and pledging of company securities by directors. |
Governance Assessment
- Strengths
- Independent appointment with immediate elevation to Audit Committee Chair, signaling confidence in her oversight capability; independence confirmed by Board.
- Audit Committee remit includes robust financial reporting oversight and related‑party transaction approval; joint ESG oversight with Nominating & Governance enhances disclosure governance.
- Deep oncology operating and BD background (Bicara CEO; prior Rheos and Third Rock), potentially additive as RLAY advances late‑stage oncology programs.
- Director equity is long‑dated, at‑risk option compensation with service‑based vesting, aligning incentives with shareholder value creation.
- Watch items / potential risks
- External full‑time CEO role at a public oncology company may create time‑commitment pressures; sector adjacency warrants routine recusal reviews where appropriate (Board has found no Item 404(a) related‑party transactions).
- Initial Form 3 reported no beneficial ownership as of filing; ensure subsequent Section 16 filings reflect granted derivative positions for transparency.
- Audit Committee leadership transition follows prior chair’s resignation (June 2025); continuity and cadence in audit oversight should be monitored through the 2025 close and 2026 audit cycle.
Appendix: Director Compensation Policy (Context)
| Component | Policy Detail |
|---|---|
| Cash fees | Board member $45,000; Audit member $10,000; Audit chair add’l $20,000; paid quarterly; no meeting fees. |
| Equity – initial grant | Option with fair value $977,280 at appointment; vests monthly over 36 months. |
| Equity – annual grant | Option with fair value $488,640 each annual meeting; vests fully by the next annual meeting or first anniversary. |
Citations:
- Appointment, independence, Audit Chair, and initial option grant: 8‑K (June 11, 2025) ; Press release (June 11, 2025)
- Audit Committee responsibilities, meetings, and ESG oversight; board attendance context: 2025 DEF 14A
- Non‑employee director compensation policy and amounts: 2025 DEF 14A
- Insider trading policy (hedging/pledging prohibitions): 2025 DEF 14A
- Form 3 initial beneficial ownership: SEC Form 3 (June 11, 2025)