Timothy Barabe
About Timothy C. Barabe
Timothy C. Barabe, age 72, has served as an independent director of Cartesian Therapeutics (RNAC) since July 2016. A seasoned life sciences finance executive, he was EVP & CFO of Affymetrix (retired June 2013), CFO of Human Genome Sciences (2006–2010), CFO of Regent Medical (2004–2006), and held senior finance/general management roles at Novartis culminating as CFO of Sandoz GmbH. He holds a B.B.A. from the University of Massachusetts (Amherst) and an M.B.A. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affymetrix, Inc. | EVP & CFO | Retired June 2013 | Senior finance leadership |
| Human Genome Sciences, Inc. | SVP & CFO | Jul 2006–Mar 2010 | Corporate finance oversight |
| Regent Medical Limited (UK) | CFO | 2004–2006 | Surgical supply, private company finance leadership |
| Novartis AG / Sandoz GmbH | Senior finance & GM roles; CFO of Sandoz GmbH | 1982–Aug 2004 | Generic pharma CFO; multi-country senior roles |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Veeva Systems Inc. | Director | Sep 2015–Jun 2021 | Public | Former public company directorship |
| ArQule, Inc. | Director | 2001–Jan 2020 | Public (acquired) | Former public company directorship |
| Opexa Therapeutics, Inc. | Director | 2014–2017 | Public | Former public company directorship |
| Vigilant Biosciences, Inc. | Director | Not disclosed | Private | Current private board service |
| HeartFlow, Inc. | Director | Not disclosed | Private | Current private board service |
Board Governance
- Classification: Class III Director; nominated for re-election to term ending 2028 .
- Independence: Board determined Barabe is independent under Nasdaq rules; independent for audit committee under SEC Rule 10A-3 .
- Financial Expertise: Designated “audit committee financial expert” alongside Patrick Zenner .
- Committee assignments (2025 proxy):
- Audit Committee: Chair (financial literacy met)
- Nominating & Corporate Governance Committee: Member
- Compensation Committee: Not a member
- Science & Technology Committee: Not a member
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Chair | 5 | Independent; audit committee financial expert |
| Nominating & Corporate Governance | Member | 4 | Independent |
| Compensation | — | 7 (committee total) | — (not a member) |
| Science & Technology | — | Not disclosed | — |
- Attendance: In 2024, every director attended at least 75% of Board and relevant committee meetings; all incumbents attended all three stockholder meetings, including the 2024 AGM .
- Executive sessions: Independent directors held regularly scheduled executive sessions .
Fixed Compensation
- Program structure (2024):
- Annual director cash retainer: $40,000; Chairman of the Board +$30,000; Lead Independent Director +$25,000 .
- Committee retainers: Audit Chair $15,000; Audit member $7,500; Compensation Chair $12,000; Compensation member $6,000; Nominating Chair $10,000; Nominating member $5,000 .
- Program updates effective Dec 12, 2024: Chair retainers increased (Audit Chair to $20,000; Audit member to $10,000; Compensation Chair to $15,000; Compensation member to $7,500); Chairman of the Board retainer to $35,000 .
- Barabe’s actual 2024 cash fees: $60,272 .
| Component | Policy Detail | Effective Date | Applies to Barabe |
|---|---|---|---|
| Annual Director Retainer | $40,000 | 2024 | Yes |
| Audit Committee Chair | $15,000 (→ $20,000 eff. 12/12/24) | 2024 / 12/12/24 | Yes (Chair) |
| Nominating Committee Member | $5,000 | 2024 | Yes |
| 2024 Cash Fees Paid | $60,272 | 2024 | Yes |
Performance Compensation
- Equity award structure (non-employee directors):
- Initial grant (Jan 2, 2024 for serving directors): Option to purchase 7,600 shares (Chairman 8,266), vesting monthly over 3 years; RSUs: 5,933 vesting in three annual installments; both with accelerated vesting on change of control .
- Annual grant (Jan each year, if >6 months service): Option to purchase 3,800 shares (Chairman 4,000) and 2,600 RSUs; one-year cliff vesting; accelerated on change of control .
- Program updates effective Dec 12, 2024: Annual options increased to 7,800 for directors (8,000 for Chairman); initial options increased to 17,200 for directors (17,866 for Chairman); initial RSUs reduced to 5,800 .
| Equity Component | Grant Size | Vesting | Change-in-Control |
|---|---|---|---|
| Initial Option (director) | 7,600 shares (Chair 8,266) | Monthly over 3 years | Accelerated |
| Initial RSUs | 5,933 units | 3 equal annual installments | Accelerated |
| Annual Option (director) | 3,800 shares (Chair 4,000) | Single installment at 1st anniversary | Accelerated |
| Annual RSUs | 2,600 units | Single installment at 1st anniversary | Accelerated |
| Program changes (12/12/24) | Annual options to 7,800 (Chair 8,000); Initial options to 17,200 (Chair 17,866); Initial RSUs 5,800 | As above | As above |
- Barabe’s 2024 director equity: Stock awards $116,619; option awards $114,631 (grant-date fair value, ASC 718) .
- Barabe’s outstanding awards at 12/31/2024: Options outstanding 7,600; Unvested stock awards 5,933 .
| Metric | 2024 Value/Count |
|---|---|
| Stock awards ($) | $116,619 |
| Option awards ($) | $114,631 |
| Options outstanding (12/31/24) | 7,600 |
| Unvested RSUs (12/31/24) | 5,933 |
Other Directorships & Interlocks
- Public company boards: Veeva Systems (former), ArQule (former), Opexa Therapeutics (former) .
- Private company boards: Vigilant Biosciences; HeartFlow .
| Company | Sector | Role | Period | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Veeva Systems Inc. | Life sciences software | Director | 2015–2021 | Former; no RNAC customer/supplier link disclosed |
| ArQule, Inc. | Biopharma | Director | 2001–2020 | Former; no RNAC conflict disclosed |
| Opexa Therapeutics, Inc. | Biotech | Director | 2014–2017 | Former; no RNAC conflict disclosed |
| Vigilant Biosciences, Inc. | Diagnostics (private) | Director | Not disclosed | Private; no RNAC conflict disclosed |
| HeartFlow, Inc. | Medtech (private) | Director | Not disclosed | Private; no RNAC conflict disclosed |
Note: RNAC’s Audit Committee reviews and approves/ratifies related person transactions; no specific Barabe-related transactions are disclosed in the 2025 proxy .
Expertise & Qualifications
- Finance leadership across biopharma and diagnostics; CFO roles at Affymetrix, Human Genome Sciences, Regent Medical; senior Novartis/Sandoz experience .
- Audit committee financial expert designation; financial literacy .
- Advanced business education (MBA University of Chicago) .
Equity Ownership
- Beneficial ownership as of April 14, 2025: 21,398 shares; less than 1% of outstanding common stock (25,937,101 shares) .
- Composition: 17,810 shares held directly; 3,588 shares underlying options exercisable within 60 days .
| Ownership Metric | Amount | % of Outstanding |
|---|---|---|
| Shares outstanding | 25,937,101 | — |
| Barabe beneficial ownership | 21,398 | <1% |
| Direct common shares | 17,810 | <1% |
| Options exercisable (≤60 days) | 3,588 | <1% |
| Unvested RSUs (12/31/24) | 5,933 | — (unvested) |
- Alignment policies: Company prohibits hedging and pledging of RNAC securities by directors; insider trading policy applies; no pledges were approved in 2024 .
Governance Assessment
-
Strengths:
- Long-tenured independent director with deep finance expertise; designated audit committee financial expert .
- Active governance engagement: Audit Chair; Nominating member; committee meeting cadence appropriate (Audit 5; Nominating 4; Compensation 7) .
- Attendance signal: ≥75% attendance and full stockholder meeting participation in 2024; independent director executive sessions held .
- Compensation governance: Independent Compensation Committee; advisor Compensia engaged; no option repricing; clawback policy adopted Oct 2, 2023; hedging/pledging prohibited .
-
Considerations:
- Ownership alignment: Personal stake <1% with modest direct shareholding and standard director grants; typical for small/mid-cap biotech but less “skin-in-the-game” compared to founder/large holders .
- Committee fee increases and larger option grants as of Dec 12, 2024 align to market median; monitor dilution and pay mix vs governance outcomes .
-
Red Flags:
- None disclosed specific to Barabe regarding related-party transactions, hedging/pledging, attendance, or option repricing in the 2025 proxy .