Murat Kalayoglu

About Murat Kalayoglu

Independent director (Class II) since 2023; age 52. Co-founder and former CEO of Cartesian Therapeutics, Inc. (2016–2023), with prior founder/CEO roles at Topokine Therapeutics (acquired by Allergan in 2016) and co-founder/COO roles at HealthHonors (acquired by Healthways in 2009). Education includes B.S./Ph.D. in medical microbiology & immunology, M.D. (University of Wisconsin–Madison), ophthalmology residency at Massachusetts Eye and Ear Infirmary (Harvard), and M.B.A. (MIT Sloan). The Board concluded his extensive knowledge of RNAC’s business and product candidates supports his service as a director .

Past Roles

External Roles

• No current public company directorships disclosed for Dr. Kalayoglu in RNAC’s proxy materials .

Board Governance

• Committee assignments (as of 2025): Nominating & Corporate Governance Committee member (joined March 27, 2025); Chair of Science & Technology Committee .
• Independence: Board determined Dr. Kalayoglu (and other Nominating Committee members) are independent under Nasdaq rules .
• Attendance: Board held 26 meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service period; all incumbent directors attended all three 2024 stockholder meetings. Independent directors held regularly scheduled executive sessions .
• Board structure: Classified board with staggered three-year terms; directors removable only for cause by two-thirds vote .

Fixed Compensation

• Program (2024): Annual cash retainer $40,000; additional retainers—Chairman $30,000; Lead Independent Director $25,000; Audit Chair $15,000/Audit Member $7,500; Compensation Chair $12,000/Member $6,000; Nominating Chair $10,000/Member $5,000; Science & Technology Chair $12,000/Member $6,000. Paid quarterly in arrears; expenses reimbursed .
• Program changes effective Dec 12, 2024: Increased Chairman retainer to $35,000; Audit Chair to $20,000/Audit Member to $10,000; Compensation Chair to $15,000/Member to $7,500; Science & Technology Chair to $15,000/Member to $7,500 .

Performance Compensation

• Equity awards structure (non-employee directors):
  • Initial equity upon election/appointment: Option to purchase 7,600 shares (Chairman 8,266), vesting monthly over 3 years; RSUs 5,933 vest in 3 equal annual installments; accelerated vesting upon change in control. Directors providing service on Jan 2, 2024 received an initial equity award on that date .
  • Annual equity (if ≥6 months service by first business day of January): Option to purchase 3,800 shares; RSUs 2,600; vest in single installment on first anniversary; Chairman receives 4,000-share option; accelerated vesting upon change in control .
  • Program changes effective Dec 12, 2024: Increased annual options to 7,800 (non-Chair) and 8,000 (Chair); increased initial options to 17,200 (non-Chair) and 17,866 (Chair); reduced initial RSUs to 5,800 .

Other Directorships & Interlocks

• Board designation right: Pursuant to the Merger Agreement, an entity affiliated with Dr. Kalayoglu (Seven One Eight Three Four Irrevocable Trust) holds a right to designate one individual (initially Dr. Kalayoglu) to the Board so long as it and affiliates maintain at least 15% ownership (assuming preferred conversion). The right ceases if the threshold is not met; upon falling below, the independent directors may request the designee’s resignation within five business days .

Expertise & Qualifications

• Clinical and scientific credentials (M.D., Ph.D.; ophthalmology residency at Harvard/MEEI); MBA-trained operator; multiple founder/CEO roles with successful exits (Allergan, Healthways), and deep knowledge of RNAC’s pipeline and product candidates .

Equity Ownership

• Beneficial ownership (as of April 14, 2025): 5,187,271 shares; 19.9% of outstanding common shares (25,937,101) via entities affiliated with Dr. Kalayoglu; Dr. Kalayoglu individually listed with the same beneficial amount and percentage .

• Outstanding director equity at FY2024 year-end:

• Prior structure details (pre-2024 conversion): Significant Series A Preferred and trust-held interests subject to a 19.9% beneficial ownership cap (mechanics described, including trustees and substitution rights) .

Governance Assessment

• Strengths:

  • Independent director under Nasdaq rules; actively engaged through committee service (Nominating member; Science & Technology Chair) .
  • High attendance culture; all directors ≥75% and attended all 2024 stockholder meetings; independent director executive sessions conducted .
  • Significant equity ownership aligns interests with shareholders; ongoing director equity grants further alignment .
  • Use of independent compensation consultant (Compensia), with independence factors reviewed and no conflicts found .

• Risks/Red Flags:

  • Board designation right tied to 15% ownership by the Seven One Eight Three Four Irrevocable Trust and affiliates may create perceived influence over board composition; while permissible, this is a governance sensitivity for minority investors .
  • Director equity awards provide accelerated vesting upon change-in-control, which can be viewed as entrenchment-friendly or value-transfer at the point of sale; investors should monitor magnitude after Dec 12, 2024 option size increases .

• Compensation structure signals:

  • 2024 amendments increased option grant sizes and certain retainers to median market, tilting director pay mix more toward options; this enhances market competitiveness but increases dilution sensitivity and change-in-control accelerations’ potential impact .

• Attendance/Engagement:

  • Committee activity robust: Compensation Committee met seven times; Nominating & Corporate Governance met four times in 2024, indicative of active governance processes .

• Interlocks/Related Parties:

  • No public company interlocks disclosed for Dr. Kalayoglu; related-party exposure primarily via trust designation rights as above .