Kemal Malik
About Kemal Malik
Kemal Malik, M.B.B.S. (age 62) is an independent Class II director of Cartesian Therapeutics (RNAC), appointed July 1, 2024. He is a physician by training with a Bachelor of Medicine, Bachelor of Surgery from the University of London and previously served on Bayer AG’s Board of Management (2014–2019) overseeing Innovation and Asia/Pacific; he also served on Acceleron Pharma’s board until its 2021 acquisition and currently serves on the board of Syncona Ltd. (since June 2020). The board cites his biotech/pharma experience and knowledge of cell and autoimmune therapies as rationale for his appointment. Independence has been affirmed under SEC and Nasdaq rules, including heightened standards for compensation committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG | Board of Management member; responsible for Innovation and Asia/Pacific | Feb 2014–Dec 2019 | Executive oversight of innovation strategy and regional operations |
| Bayer Healthcare AG | Head of Global Development; Executive Committee member | Prior to 2014 (dates not specified) | Led global medical development; advanced to executive leadership roles |
| Bayer Pharmaceuticals Business Group | Head of Metabolism & Oncology, Europe | Joined Bayer in 1995 | Therapeutic area leadership in Europe |
| Acceleron Pharma Inc. | Director | Until acquisition by Merck Sharp & Dohme in 2021 | Board oversight until transaction close |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Syncona Ltd. | Director | Jun 2020 | Current public company directorship |
Board Governance
- Committee memberships: Compensation Committee (member; appointed Chair October 29, 2025) and Science & Technology Committee (member). Not a member of Audit or Nominating & Corporate Governance.
- Committee chair roles: Compensation Committee Chair as of October 29, 2025 (following Carrie S. Cox’s resignation).
- Attendance: In 2024, the Board met 26 times; each director attended at least 75% of aggregate Board and committee meetings during their service, and all then‑incumbent directors attended all three stockholder meetings. Independent directors held regularly scheduled executive sessions.
- Committee activity: Compensation Committee met seven times in 2024; Science & Technology Committee met seven times in 2024.
- Independence: The Board determined Kemal Malik is independent under applicable SEC and Nasdaq rules, including the heightened compensation committee independence standards, and is a “non‑employee director” under Rule 16b‑3.
- Science & Technology Committee scope: Oversees R&D strategy, pipeline competitiveness, organization/capabilities, IP strategy, and provides counsel on scientific/technical matters; formed in March 2024.
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash fees (annual retainer + committee fees; prorated) | $26,163 | Represents cash retainers earned for Board and committee service; prorated since appointment July 1, 2024 |
| Director annual retainer (program level) | $40,000 | Paid quarterly in arrears; prorated based on service period |
| Committee fees (program level, 2024) | Comp Chair $12,000; Comp member $6,000; Audit Chair $15,000; Audit member $7,500; Nominating Chair $10,000; Nominating member $5,000; Science & Tech Chair $12,000; Science & Tech member $6,000 | S&T fees established March 20, 2024 |
| Program changes approved Dec 12, 2024 | Chairman of Board retainer increased to $35,000; Audit Chair $20,000/Audit member $10,000; Comp Chair $15,000/Comp member $7,500; S&T Chair $15,000/S&T member $7,500 | Align to market median per Compensia review |
Performance Compensation
| Award Type | Grant Structure | Shares | Vesting | Key Terms |
|---|---|---|---|---|
| Initial equity award (non‑employee directors) | Option + RSUs | Option: 7,600 shares (Chair: 8,266); RSUs: 5,933 | Options vest monthly over 3 years; RSUs vest in three substantially equal annual installments | Accelerated vesting upon change in control |
| Annual equity award (if ≥6 months service by first business day in January) | Option + RSUs | Option: 3,800 shares (Chair: 4,000); RSUs: 2,600 | Vest in single installment on first anniversary of grant date | Subject to accelerated vesting upon change in control |
| Program changes approved Dec 12, 2024 | Increased option shares; reduced initial RSUs | Annual option: 8,000 (Chair) / 7,800 (others); Initial option: 17,866 (Chair) / 17,200 (others); Initial RSUs: 5,800 | As above | Changes effective Dec 12, 2024 |
No performance‑based metrics (e.g., TSR, EBITDA, ESG) are disclosed for director equity; awards are time‑based with change‑of‑control acceleration.
| Kemal Malik – FY 2024 Equity & Total | |---|---| | Stock awards (ASC 718 grant date fair value) | $143,994 | | Option awards (ASC 718 grant date fair value) | $144,411 | | Total compensation | $314,568 |
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlocks/Conflicts |
|---|---|---|---|
| Syncona Ltd. | Director | Since Jun 2020 | No RNAC‑disclosed related‑party transactions involving Malik; no interlocks disclosed in RNAC filings |
| Acceleron Pharma Inc. | Director | Until 2021 acquisition | Historical role; no ongoing RNAC‑disclosed interlocks |
Expertise & Qualifications
- Physician (M.B.B.S.), with extensive biotech/pharma leadership experience and knowledge of cell and autoimmune therapies; board concluded this expertise supports RNAC’s strategy.
- Senior executive experience at Bayer (Board of Management; global development leadership), bringing innovation and commercialization insights.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Kemal Malik, M.B.B.S. | 2,322 | <1% | As of April 14, 2025; based on 25,937,101 shares outstanding |
| Options outstanding (FY end 2024) | 7,600 | n/a | Director option count at fiscal year end |
| Unvested stock awards (FY end 2024) | 5,933 | n/a | RSUs subject to time‑based vesting |
| Company shares outstanding (context) | 25,937,101 | n/a | As of April 14, 2025 |
- Hedging and pledging: RNAC prohibits directors from hedging and pledging company securities; insider trading policy applies to directors, officers, and employees. No such pledges by executive officers were approved during 2024; directors are prohibited from pledging.
- Section 16 compliance: Company disclosed delinquent Form 4s for Timothy A. Springer and Michael Singer; no delinquent filings noted for Kemal Malik.
Governance Assessment
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Strengths
- Independent status affirmed, including heightened compensation committee criteria; now serves as Chair of the Compensation Committee, signaling trust in governance oversight.
- Relevant domain expertise in biotech, cell therapies, and global development enhances Science & Technology Committee effectiveness.
- Active committee cadence: Compensation (7 meetings in 2024) and Science & Technology (7 meetings in 2024), indicating engaged oversight.
- Anti‑hedging/pledging policies reduce misalignment risk; independent directors hold executive sessions.
-
Watch items / Potential red flags
- Low direct ownership (<1%; 2,322 shares) may signal limited “skin in the game,” though option/RSU holdings provide some alignment.
- Board amended director compensation program in December 2024 to increase option awards and committee retainers, which can raise investor scrutiny on director pay escalation; however, changes were to align to market median after an independent consultant review.
- Leadership transition: Resignation of Compensation Chair/Board Chair Carrie S. Cox and reconstitution of roles (including Malik’s appointment as Comp Chair) requires monitoring for continuity and effectiveness. Company stated resignation was not due to disagreement.
-
Related‑party / conflicts
- No RNAC‑disclosed related‑party transactions involving Kemal Malik. Audit Committee reviews and must approve/ratify any related‑person transactions.
Notes on Director Compensation Program and Process
- Compensation Committee is composed solely of independent directors; it engages Compensia as an independent advisor (no other services to Company) and does not target specific percentiles; uses judgment informed by peer data.
Director Attendance and Engagement Summary
| Metric | FY 2024 |
|---|---|
| Board meetings held | 26 |
| Director meeting attendance threshold | Each director ≥75% of Board and committee meetings during service |
| Stockholder meetings attended | All three stockholder meetings by then‑incumbent directors |
| Independent director executive sessions | Held regularly |