Blaine Davis
About Blaine Davis
Blaine Davis, 51, has served as Chief Financial Officer (CFO) of Cartesian Therapeutics (NASDAQ: RNAC) since November 2022, and remains the company’s principal financial and principal accounting officer . He holds a B.A. in Biology and Psychology with a minor in Economics from Middlebury College . Prior roles include CFO at Protara Therapeutics (2020–2022), VP/Head of Investor Relations & Corporate Communications at Insmed (2017–2020), multiple executive roles at Endo International (SVP & GM Specialty Pharmaceuticals; President, Endo Ventures; SVP, IR & Corporate Communications), and senior corporate/business development and IR roles at Bristol‑Myers Squibb . Company performance context during his tenure: RNAC’s 2024 net loss was $77.4M and its pay‑versus‑performance TSR metric implies a $100 investment valued at $21.13 at year‑end 2024 (2023: $24.40; 2022: $34.66) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Protara Therapeutics | Chief Financial Officer | Feb 2020–Sep 2022 | Public-company CFO overseeing finance, capital markets, and reporting |
| Insmed Incorporated | VP, Head of Investor Relations & Corporate Communications | Jul 2017–Jan 2020 | Built IR/communications platform for commercial-stage biotech |
| Endo International plc | SVP & GM, Specialty Pharmaceuticals; President, Endo Ventures; SVP, IR & Corp. Communications | Not disclosed | Led P&L and BD/IR functions at diversified pharma |
| Bristol‑Myers Squibb Company | Corporate/Business Development & Investor Relations (senior roles) | Not disclosed | Corporate development and capital markets experience at large-cap pharma |
External Roles
No public company directorships disclosed .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $462,000 | Approved in Dec 2023 to remain market competitive |
| Target Bonus % | 40% of base | Annual cash incentive plan |
| Actual Bonus Paid | $240,240 (130% of target) | Corporate objectives achieved at 130% |
| 2023 Retention Bonus | $880,000 | One-time retention, paid following merger closing; subject to repayment conditions until 6/30/2024 |
| Perquisites & Other (2024) | $34,872 (life insurance $966; cell phone $900; 401(k) match $10,350; accrued vacation payout $22,656) | Standard employee benefits; modest perqs |
Performance Compensation
Annual Incentive Metrics and Outcome (2024)
| Metric | Weighting | Target | Actual Achievement | Payout Impact |
|---|---|---|---|---|
| Pipeline Development | Equally weighted across corporate goals | Not disclosed | 130% | Contributed to 130% total corporate payout |
| Corporate Strategy & BD / Manufacturing & Integration | Equally weighted | Not disclosed | 130% | Contributed to 130% total corporate payout |
| Finance (operate within budget) | Equally weighted | Not disclosed | 130% | Contributed to 130% total corporate payout |
| Total Corporate Factor | — | 100% baseline | 130% | Davis bonus = $240,240 |
Equity Awards (Granted January 2, 2024)
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Exercise/Expiry |
|---|---|---|---|---|---|
| Stock Options | 1/2/2024 | 103,666 | $1,634,460 | 25% on first anniversary; remaining in equal annual installments over next 3 years | $19.656 strike; expires 1/1/2034 |
| RSUs | 1/2/2024 | 80,800 | $1,599,840 | Four equal annual installments on grant anniversaries | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 38,128 shares; <1% of outstanding |
| Ownership Breakdown | 12,211 shares directly; 25,917 options exercisable within 60 days of 4/14/2025 |
| Unvested RSUs (12/31/2024) | 80,800 RSUs; market value $1,447,128 (based on $17.91 close) |
| Options Status (12/31/2024) | 103,666 unexercisable options at $19.656 strike; out‑of‑the‑money vs $17.91 close |
| Hedging/Pledging | Prohibited under Insider Trading Policy; no pledges approved in 2024 |
| Ownership Guidelines | Not disclosed beyond anti-hedging/pledging; compliance governed by insider policy |
Employment Terms
- Employment agreement provides, upon termination without cause or resignation for good reason: 12 months base salary continuation, pro‑rated annual bonus (based on actuals or target if termination occurs in Q1), and up to 12 months COBRA premiums .
- Change‑in‑Control (double trigger within 60 days before or 12 months after): same cash severance plus accelerated vesting of time-based equity awards .
- Good Reason includes material pay reduction, material diminution of duties, reporting changes for CFO, relocation of primary office >40 miles from the Boston metropolitan area, or Company breach .
- Non‑disclosure, non‑competition, and non‑solicit covenants apply during employment and for 12 months post‑termination .
- Clawback: SEC/Nasdaq-compliant policy adopted Oct 2, 2023; SOX 304 applicable to CEO/CFO .
- Role designation: CFO continues as principal financial and principal accounting officer following CAO appointment .
Compensation Structure Analysis
- Variable vs fixed pay: Davis’s 2024 target total direct compensation was 88.4% variable, 11.6% fixed—demonstrating strong alignment with performance via equity and incentives .
- One‑time retention cash (2023) temporarily increased guaranteed pay but was subject to repayment if departure occurred prior to June 30, 2024 (unless involuntary without cause) .
- Equity mix: Options and RSUs with multi‑year vesting; no option repricing policy without shareholder approval .
- Compensation governance: Independent Compensation Committee with external consultant (Compensia); peer group used for context, not strict benchmarking percentiles .
Related-Party Transactions and Governance Red Flags
- No related‑party transactions disclosed involving Davis; 2024/2023 financing and warrant exercises involved entities affiliated with director Timothy A. Springer and related parties .
- Section 16 compliance: Delinquent filings noted for certain directors; none disclosed for Davis .
- Anti‑hedging/pledging and robust indemnification/bylaws framework in place; Board/committee structures and independence detailed in proxy .
Compensation Peer Group and Say‑on‑Pay
- 2024 peer group (20 biotech companies) used to inform competitive positioning; median market cap ~$347M (range ~$120M–$1.3B) .
- Non‑binding advisory vote on executive compensation included as Proposal 2 at the 2025 Annual Meeting (no outcomes disclosed) .
Investment Implications
- Alignment: High variable/equity-based pay and strict anti‑hedging/pledging policies align Davis with shareholders; clawback adds accountability .
- Retention risk: Double‑trigger CIC protection and 12‑month severance reduce near‑term turnover risk; non‑compete/non‑solicit covenants further stabilize post‑termination outcomes .
- Trading signals: RSUs/options vest on annual grant anniversaries (Jan 2), creating scheduled potential liquidity events; insider trading policy enforces blackout periods and pre‑clearance .
- Ownership: Beneficial ownership <1% and options out‑of‑the‑money at 2024 year‑end temper near‑term personal economic incentive from options, while RSUs provide meaningful exposure to share performance .