Michael Singer
About Michael Singer
Michael Singer, M.D., Ph.D., is a Class I independent director of Cartesian Therapeutics (RNAC) serving since 2023; he is 51 years old and holds B.S., M.Phil., Ph.D. (Neuroscience), and M.D. from Yale, completed internship and residency at Harvard, and is a registered U.S. patent agent . He co-founded “Old Cartesian,” serving as CSO, later Chief Strategy Officer, and Chairman until its 2023 acquisition by RNAC, and brings deep translational science and company-building experience to the Board . The Board has determined he qualifies as independent under Nasdaq rules (only Brunn and Springer are not independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cartesian Therapeutics, Inc. (private “Old Cartesian”) | Co‑Founder; Chief Scientific Officer; later Chief Strategy Officer; Chairman of the Board | 2016–2023 | Scientific and strategic leadership through merger with RNAC |
| Topokine Therapeutics, Inc. | Co‑Founder & Chief Scientific Officer | 2012–2016 | Early-stage R&D leadership |
| Novartis | Medical Director | 2009–2012 | Clinical development leadership |
| HealthHonors Corporation | Co‑Founder & Chief Scientific Officer | 2006–2009 | Scientific leadership at digital health venture |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Bioporto A/S | Director | 2019 | Public company (per issuer, director service disclosed) |
| Pykus Therapeutics | Director | 2019 | Private company |
| Anodyne Nanotech | Director | 2020 | Private company |
Board Governance
- Board structure: 9 directors; staggered three classes; Singer is Class I (term expires at 2026 annual meeting) .
- Independence: Independent under Nasdaq (all directors except CEO Carsten Brunn and Timothy A. Springer) .
- Committee assignments (2024–2025): Nominating & Corporate Governance (member), Science & Technology (member) .
- Committee chairs: Barabe (Audit), Cox (Compensation), Zenner (Nominating & Corporate Governance), Kalayoglu (Science & Technology) .
- Attendance: In 2024, Board met 26 times; each director attended at least 75% of Board and assigned committees; all directors attended all 3 stockholder meetings in 2024 .
- Board leadership: Chair (C. Cox) separate from CEO; Board holds regular executive sessions of independent directors .
- Risk oversight: Board and committees oversee strategic, financial, and compliance risks; Audit reviews related‑party transactions .
Fixed Compensation (Director Program and Actuals)
| Component | Program Detail (2024 unless noted) | Singer 2024 Actual |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Included in cash fees |
| Committee retainers (member) | Audit $7,500; Compensation $6,000; Nominating & Corp Gov $5,000; Science & Technology $6,000 (S&T member retainer established Mar 20, 2024) | Included in cash fees |
| Committee chair retainers | Audit Chair $15,000; Compensation Chair $12,000; Nominating & Corp Gov Chair $10,000; Science & Technology Chair $12,000 (from Mar 20, 2024) | N/A (not a chair) |
| Cash fees earned (FY2024) | — | $49,778 |
| Program updates (effective Dec 12, 2024) | Raised Chairman retainer to $35,000; increased Audit/Comp/S&T committee retainers; doubled annual option grant sizes; slightly reduced initial RSUs — aligning to market median per Compensia review | Informational (forward-looking to 2025 grant sizing) |
Performance Compensation (Equity structure and 2024 awards)
| Equity Element | Vesting / Terms | Singer 2024 Grants / Year‑end Status |
|---|---|---|
| Initial director grant (for eligible non-employee directors) | 7,600 options (Chair: 8,266) vest monthly over 3 years; 5,933 RSUs vest in 3 equal annual installments; accel. on change-in-control | As of 12/31/2024: 7,600 options outstanding; 5,933 unvested RSUs |
| Annual director grant (served ≥6 months by first business day of January) | 3,800 options + 2,600 RSUs (Chair: 4,000 options); both vest on first anniversary; accel. on change-in-control | Reflected in FY2024 fair values below |
| FY2024 equity compensation (grant-date fair value) | — | Stock awards $116,619; Option awards $114,631; Total $231,250 (equity) |
| Program updates (effective Dec 12, 2024) | Raised options: Chairman 8,000; other directors 7,800; increased committee retainers; initial RSUs to 5,800; market alignment | Informational |
Note: Director equity is time-based, not performance‑metric based (no TSR/financial metrics in director equity program) .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Bioporto A/S | Director | None disclosed with RNAC operations/customers/suppliers |
| Pykus Therapeutics | Director | None disclosed |
| Anodyne Nanotech | Director | None disclosed |
Expertise & Qualifications
- Scientific and clinical development leadership across biotech and pharma; co‑founded multiple ventures; Novartis medical director experience .
- Advanced degrees (Yale M.D./Ph.D. in Neuroscience) and registered U.S. patent agent, supporting technical oversight on Science & Technology Committee .
Equity Ownership
| Category | Shares |
|---|---|
| Directly held by Michael Singer | 66,977 |
| Thirsty Brook 2010 Irrevocable Trust (trustee; right of substitution) | 383,796 |
| Singer Asefzadeh Family Holding Trust (trustee & beneficiary) | 56,719 |
| Bakezilla 2019 Irrevocable Trust (trustee & beneficiary) | 7,127 |
| Spouse (Dr. Baharak Asefzadeh) | 14,788 |
| UTMA custodial accounts for minor child | 96,219; 96,219 |
| Options exercisable within 60 days | 3,588 |
| Total beneficial ownership | 725,433 (2.8% of outstanding as of 4/14/2025) |
| Shares pledged | Company policy prohibits pledging by directors; no pledges disclosed |
Compliance note: One Form 4 by Michael Singer was delinquent (gift transaction) in 2024 per Section 16(a) disclosure .
Governance Assessment
-
Strengths and alignment
- Independent director with deep scientific domain expertise; active on Science & Technology and Nominating & Corporate Governance committees, supporting both R&D oversight and board refresh/governance processes .
- Strong engagement: met attendance threshold; Board met 26 times in 2024; all directors attended all stockholder meetings .
- Meaningful ownership (2.8%) across direct, trust, spouse, and custodian holdings provides “skin in the game” alignment with shareholders .
- Board structure separates Chair and CEO; regular executive sessions; robust risk and related‑party oversight structures .
-
Watch items / red flags
- Section 16(a) delinquent Form 4 (gift) for Singer; compliance lapse appears minor but noted for monitoring .
- Historical affiliation: co‑founder/Chairman of “Old Cartesian” prior to its 2023 acquisition by RNAC; Board nonetheless determined independence under Nasdaq standards .
- Director compensation program increases (Dec 12, 2024) were market‑alignment driven per Compensia; continue to monitor pay levels versus performance and dilution from higher option grants .
-
Shareholder sentiment signal
- 2025 say‑on‑pay advisory vote passed with 19,701,123 For vs. 157,132 Against (1,726 abstain; 2,008,823 broker non‑votes), indicating broad support for compensation practices .
Director Compensation (2024 detail)
| Item | Michael Singer |
|---|---|
| Fees earned or paid in cash | $49,778 |
| Stock awards (fair value) | $116,619 |
| Option awards (fair value) | $114,631 |
| Total | $281,028 |
| Options outstanding at FY end | 7,600 |
| Unvested stock awards at FY end | 5,933 |
Related-Party Transactions and Conflicts
- Policy: Audit Committee must review/approve related‑person transactions; directors cannot participate in approvals where related; policy emphasizes arm’s‑length terms .
- Disclosures: 2024–2025 related‑party transactions disclosed involve entities affiliated with Timothy A. Springer and the Kalayoglu trust; no related‑party transactions are disclosed for Michael Singer in the period .
Insider Filing Events
| Date/Period | Event | Notes |
|---|---|---|
| FY2024 | Section 16(a) delinquency | One Form 4 for a gift transaction by Michael Singer was filed late |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 19,701,123 | 157,132 | 1,726 | 2,008,823 |
Compensation Committee Analysis (Context)
- The Compensation Committee engaged Compensia; board later increased certain director retainers and equity grant sizes effective Dec 12, 2024 to align with market median; Committee and adviser independence affirmed .
Additional Policies Affecting Alignment
- Anti‑hedging and anti‑pledging: Directors are prohibited from hedging and pledging RNAC stock; insider trading policy governs trading windows/approvals .
- Clawback (executive-focused): Company adopted a clawback policy effective Oct 2, 2023 (primarily applicable to executive officers) .