Carsten Brunn
About Carsten Brunn
Carsten Brunn, Ph.D., is President and Chief Executive Officer of Cartesian Therapeutics (RNAC) and has served as a director since December 2018; he was appointed Chairman of the Board on October 29, 2025 (no additional compensation for Chair service) . He is 54, holds a Ph.D. in Chemistry (University of Hamburg) and an M.S. in Pharmaceutical Sciences (University of Freiburg), with prior executive education at London Business School . 2024 operating achievements under his tenure included FDA RMAT designation for Descartes-08 (MG), Rare Pediatric Disease designation (JDM), positive Phase 2b MG data sustained to 12 months, initiation of SLE and Descartes-15 trials, completion of a $130M private placement, and stand-up/expansion of a cGMP facility; these informed 130% payout on corporate bonus metrics . His 2024 total compensation was $7.31M with 91.2% variable (equity-heavy), reflecting strong pay-for-performance orientation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bayer AG | President, Pharmaceuticals – Americas; member, Global Pharma Executive Committee | 2017–2018 | Led regional pharma business and sat on global executive committee |
| Bayer AG | President, Bayer Pharmaceuticals Japan; Chair, EFPIA Japan | 2013–2017 | Country leadership; industry advocacy through EFPIA Japan |
| Eli Lilly; Novartis; Basilea; Bausch & Lomb | Senior leadership roles (EU, Asia, US) | n/a | Broad global operating experience across pharma segments |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Director | Current | Private organization board role |
| Surface Oncology, Inc. (public) | Director | 2022–2023 | Prior public company directorship |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 588,043 | 618,228 | 642,720 |
| Target bonus (% of salary) | 55% | n/d | 55% |
| Actual annual bonus paid ($) | 325,655 | 343,200 | 459,545 |
n/d = not disclosed
Performance Compensation
- Annual bonus framework and outcomes (FY2024):
- Corporate measures: pipeline development, corporate strategy/manufacturing/Merger integration, and finance (equally weighted as a group) .
- Committee assessed achievement at 130% for each measure and in aggregate; Brunn’s payout equaled 130% of target ($459,545 vs $353,500 target) .
- Long-term incentives (granted January 2024 for FY2023 performance/retention; time-based only):
- Options: 199,033 RSUs: 155,136 .
- Vesting: Options vest 25% at first anniversary, remaining 75% in equal annual installments thereafter; RSUs vest 25% annually over four years (anniversary vesting) .
| FY2024 Annual Incentives | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance (pipeline) | Equal within corporate group | 100% | 130% | 130% of target | Cash (annual) |
| Corporate performance (strategy/manufacturing/integration) | Equal within corporate group | 100% | 130% | 130% of target | Cash (annual) |
| Corporate performance (finance) | Equal within corporate group | 100% | 130% | 130% of target | Cash (annual) |
| Stock options (199,033) | n/a | n/a | n/a | n/a | 25% at yr 1, remainder annually thereafter |
| RSUs (155,136) | n/a | n/a | n/a | n/a | 25% annually over 4 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 80,003 RNAC shares (<1% of outstanding), as of April 14, 2025 |
| Ownership trend context | Prior to the 2023 Merger, legacy equity was largely cashed out at $2.06 per share; Brunn received ~$1.31M for canceled options and ~$1.07M for canceled RSUs at close (accelerated vesting at Merger) . |
| Equity award mix | Time-based options and RSUs; no disclosed PSUs |
| Hedging/pledging | Hedging and pledging prohibited; executive officer pledges require Compensation Committee approval; no such pledges approved in 2024 . |
| Clawback | SEC-compliant clawback adopted 10/2/2023 covering incentive comp in restatement scenarios (three-year lookback) . |
Implications for selling pressure:
- Scheduled time-based vesting (annual tranches) from the January 2024 grants may periodically add supply as RSUs deliver and options become exercisable; RSUs vest 25% per year and options on a 4-year schedule as described .
Employment Terms
| Term | Key provisions |
|---|---|
| Role start date | CEO and director since December 2018 |
| Severance/change-in-control | Double-trigger: cash/benefits payable upon qualifying termination without cause/for good reason within 3 months before or 12 months after a change in control; RSU acceleration governed by award terms . |
| Retention bonus (2023) | One-time retention equal to 2x 2023 base salary, accelerated for payment at Merger close; subject to repayment if services ceased before 6/30/2024 (except involuntary termination without cause) . |
| Anti-hedging/pledging | Hedging and pledging prohibited; exec pledges require Compensation Committee approval; none approved in 2024 . |
Merger (November 13, 2023) equity treatment and realized value (for Brunn):
| Award type | Accelerated at close | Canceled at close | Cash for canceled awards |
|---|---|---|---|
| Company stock options | 2,154,651 | 5,569,100 | $1,309,750 |
| RSUs | 521,125 | 521,125 | $1,073,518 |
Note: Cash-out at $2.06 per share less applicable withholding, per Merger terms .
Board Governance
- Board service history and roles:
- Director since 2018; appointed Chairman of the Board on October 29, 2025; Lead Independent Director appointed (Patrick Zenner); Compensation Committee Chair role moved to Dr. Kemal Malik; Brunn receives no additional compensation as Chair .
- Independence and committees:
- Not independent due to CEO role; independent status reaffirmed for most other directors; Brunn not listed on board committees in the 2025 proxy .
- Attendance:
- 26 board meetings in 2024; all directors attended at least 75% of board and committee meetings during their service periods .
- Board structure and mitigation of dual-role risks:
- Company guidelines allow combining or separating Chair/CEO; with the Chair now a member of management, the Board appointed a Lead Independent Director to preserve independent oversight .
Director Compensation (context for dual-role)
- Non-employee director program was adjusted effective December 12, 2024 (retainers and equity sizing); however, Brunn, as an employee director, receives no additional compensation for board service or for serving as Chairman .
Compensation & Ownership Detail (multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 588,043 | 618,228 | 642,720 |
| Bonus ($) | — | 1,323,000 (includes retention and special bonus) | — |
| Stock awards ($) | 749,053 | 319,564 | 3,071,706 |
| Option awards ($) | 2,628,525 | 1,123,658 | 3,138,074 |
| Non‑equity incentive ($) | 325,655 | 343,200 | 459,545 |
| All other comp ($) | 966 | 2,384,233 (includes Merger award settlement) | 2,166 |
| Total ($) | 4,292,242 | 6,111,883 | 7,314,211 |
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised solely of independent directors; 7 meetings in 2024 .
- Consultant: Compensia engaged to advise on executive and director compensation; committee assessed adviser independence (no conflicts) .
- Peer group and benchmarking: 2024 peer group of 20 public biotech peers (e.g., 4D Molecular Therapeutics, Allogene, Caribou, Sana, REGENXBIO); committee does not target a specific percentile but uses market data as one input .
- Policies: SEC-compliant clawback; prohibition on hedging and pledging; double‑trigger change‑in‑control; equity awards under shareholder‑approved plans .
Related Party and Governance Signals
- Insider anchor investor transaction: Director Timothy A. Springer and affiliates purchased $32.7M of Series B Preferred in July 2024 private placement; he recused from board deliberations on the financing; conversion to common stock required stockholder approval (obtained in Sept 2024) .
Equity Ownership (current snapshot as of April 14, 2025)
| Holder | Shares | % of SO |
|---|---|---|
| Carsten Brunn, Ph.D. | 80,003 | <1% |
Investment Implications
- Pay-for-performance alignment: 91.2% of 2024 CEO pay was variable, with outsized equity; annual bonus tied to clinical, strategic, and financial execution delivered 130% of target based on milestone progress and disciplined spend .
- Supply/dilution and selling pressure: Time-based RSUs and options granted in January 2024 vest over four years (annual tranches), creating predictable unlocks; policy prohibitions on hedging/pledging and SEC-compliant clawback reduce misalignment risk .
- Retention risk and protections: A 2023 retention bonus (2x salary) and double‑trigger change‑in‑control protections lower near-term flight risk; however, the 2023 Merger cash-outs realized meaningful liquidity for the CEO, which can be a mixed retention signal .
- Governance quality: The CEO’s appointment as Chairman centralizes authority; the concurrent designation of a Lead Independent Director and independent committee leadership (including a new independent Compensation Committee Chair) partially mitigates independence concerns .
- Ownership alignment: CEO’s direct beneficial ownership is <1%, while large aligned anchor holders (e.g., Dr. Springer) own substantial stakes; incentive equity remains the primary alignment mechanism for the CEO .
Key disclosed levers to monitor: quarterly vesting deliveries from 2024 awards; any Form 4 sales tied to vesting; board leadership balance after Chair/CEO combination; and bonus metric calibration versus clinical/regulatory/financing milestones going into FY2025.
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