Nishan de Silva
About Nishan de Silva
Independent director at Cartesian Therapeutics (RNAC) since June 2021; age 52. Physician-executive with finance and biotech operating experience: former CEO of Radionetics Oncology (2022–2023) and AFYX Therapeutics (2018–2022); earlier President/COO/Director at Poseida Therapeutics and CFO at Ligand Pharmaceuticals. Education: A.B. Biology, summa cum laude, Harvard; M.D. University of Pennsylvania; M.B.A. Wharton. Classified as independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radionetics Oncology (private) | Chief Executive Officer | Mar 2022 – Jul 2023 | CEO of radiopharma oncology startup |
| AFYX Therapeutics (private) | Chief Executive Officer; Director | CEO: Apr 2018 – Feb 2022; Director: May 2020 – Feb 2022 | Led biotech; board service |
| Poseida Therapeutics (public) | President, COO, and Director | Jun 2015 – Mar 2018 | Cell & gene therapy operator with public company experience |
| Ligand Pharmaceuticals (public) | VP Finance & Strategy; Chief Financial Officer | Not disclosed | Financial leadership at a commercial biopharma |
| CONNECT (private org.) | Director | Until Nov 2019 | Ecosystem/non‑profit governance experience |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Current public boards | — | — | No current public company directorships disclosed in RNAC’s 2025 proxy |
| Private/non‑profit | CONNECT | Director (prior) | Service ended Nov 2019 |
Board Governance
- Board tenure and class: Class III director; nominated for re‑election to 2028 term; served since 2021. Independent director under Nasdaq standards.
- Committee assignments (2025): Audit Committee member; Compensation Committee member (moved from Science & Technology Committee on Mar 27, 2025). No chair roles.
- Attendance: Board met 26 times in 2024; each director attended at least 75% of Board and committee meetings; all incumbent directors attended all three stockholder meetings in 2024.
- Executive sessions: Independent directors held regularly scheduled executive sessions in 2024.
- Independence and financial expertise: Audit Committee independence affirmed; Audit “financial expert” designations to Barabe and Zenner (de Silva is not designated as the financial expert).
Fixed Compensation (Director)
- RNAC Non‑Employee Director Cash Retainers (2024 schedule; paid quarterly):
• Annual Board retainer: $40,000; Chair: +$30,000 (raised to $35,000 effective Dec 12, 2024).
• Committee retainers: Audit Chair $15,000 (to $20,000 effective Dec 12, 2024); Audit member $7,500 (to $10,000); Compensation Chair $12,000 (to $15,000); Compensation member $6,000 (to $7,500); Nominating Chair $10,000; member $5,000; Science & Technology Chair $12,000 (to $15,000 effective Dec 12, 2024); member $6,000 (to $7,500).
| 2024 Director Cash and Equity Compensation (Individual) | Fees Earned (Cash) | Stock Awards (Grant-date Fair Value) | Option Awards (Grant-date Fair Value) | Total |
|---|---|---|---|---|
| Nishan de Silva | $53,717 | $116,619 | $114,631 | $284,967 |
Notes: Cash reflect base and committee retainers actually earned; equity fair values per ASC 718.
Performance Compensation (Director)
- Annual and Initial Equity Structure (time-based vesting; change-in-control acceleration applies):
• Initial: Option to purchase 7,600 shares (Chair 8,266) vesting monthly over 3 years; RSUs 5,933 vesting in 3 equal annual installments.
• Annual (if ≥6 months service as of first business day in January): Option 3,800 shares and 2,600 RSUs; vests in single annual installment.
• Effective Dec 12, 2024: Annual option grant size increased to 7,800 (Chair 8,000); initial options increased to 17,200 (Chair 17,866); initial RSUs reduced to 5,800. All director awards accelerate upon change in control.
| Equity Detail (as of 12/31/2024) | Options Outstanding | Unvested Stock Awards |
|---|---|---|
| Nishan de Silva | 7,600 | 5,933 |
Other Directorships & Interlocks
- Interlocks: No RNAC disclosure of any compensation committee interlocks involving de Silva.
- Related‑party transactions: RNAC’s related‑party section discloses financings with entities affiliated with directors Springer and Kalayoglu; no transactions involving de Silva were reported.
Expertise & Qualifications
- Medical and biotech operator: Former CEO (Radionetics, AFYX) and senior operator at Poseida; domain knowledge in autoimmune and clinical development.
- Finance competency: Prior CFO at Ligand; serves on Audit Committee at RNAC (independent); not designated as Audit Committee financial expert.
- Education: A.B. Biology (Harvard, summa cum laude); M.D. (University of Pennsylvania); M.B.A. (Wharton).
Equity Ownership
| Ownership Component (as of Apr 14, 2025) | Amount | Notes |
|---|---|---|
| Common shares – direct | 2,210 | Direct holdings |
| Options exercisable within 60 days | 3,588 | Excludes unexercisable awards |
| Total beneficial ownership | 5,798 | <1% of outstanding (25,937,101 shares) |
| Shares pledged as collateral | None allowed by policy (hedging/pledging prohibited) | |
| Section 16(a) compliance | No delinquent filings noted for de Silva in 2024 (exceptions listed were Springer and Singer) |
Governance Assessment
- Strengths: Independent director with diversified operator/finance background (CEO, CFO) across biopharma; active on Audit and Compensation Committees; attendance expectations met across the Board; independent director executive sessions held.
- Alignment: Director pay structure mixes cash retainers with time‑based equity; awards accelerate on change‑in‑control consistent with market; anti‑hedging/pledging policy enhances alignment; no related‑party transactions involving de Silva disclosed.
- Risk considerations: Low direct ownership (<1%) may signal modest personal capital at risk versus outsized equity; not designated as audit financial expert, though serving on Audit; 2024 BOD program increased retainers and equity grant sizes to the market median (pay inflation risk tempered by benchmarking).
RED FLAGS: None acute identified specific to de Silva (no related‑party transactions, no Section 16(a) delinquencies, independent status affirmed). Continue to monitor director ownership accumulation over time and any future committee interlocks.