Timothy Springer

About Timothy A. Springer

Timothy A. Springer, Ph.D. (age 77) has served on Cartesian Therapeutics’ (RNAC) Board since June 2016. He is the Latham Family Professor at Harvard Medical School and Senior Investigator at Boston Children’s Hospital, with a distinguished scientific career (Crafoord Prize, 2022 Lasker Award, 2023 Robert Koch Prize). Education: B.A. UC Berkeley; Ph.D. Harvard University .

Past Roles

External Roles

Board Governance

• Independence: Not independent due to affiliation with a significant stockholder, significant direct stockholding, and prior role as scientific advisor; all other directors except the CEO are independent aside from Dr. Springer .
• Committees: Member, Science & Technology Committee (not Chair). 2024 committee meetings: S&T met seven times .
• Attendance: In 2024, the Board met 26 times; each director attended at least 75% of Board and relevant committee meetings; all directors attended all three 2024 stockholder meetings .
• Board structure: 9 directors; staggered board; Chair is separate from CEO; independent directors hold executive sessions .

Fixed Compensation (Director)

• 2024 Director Compensation (RNAC non-employee director program):
  • Annual cash retainer: $40,000; Chair +$30,000; committee chair/member fees: Audit $15,000/$7,500; Compensation $12,000/$6,000; Nominating $10,000/$5,000; Science & Technology (formed Mar 2024) $12,000/$6,000 .
  • Initial equity (for service as of Jan 2, 2024 or upon joining): Option to purchase 7,600 shares (Chair: 8,266) vesting monthly over 3 years; 5,933 RSUs vesting in 3 equal annual installments; change-in-control (CIC) acceleration applies .
  • Annual equity (if served ≥6 months as of first business day in January): Option to purchase 3,800 shares (Chair: 4,000) and 2,600 RSUs, vesting on first anniversary; CIC acceleration applies .
  • Program updates (effective Dec 12, 2024): Increased option grant sizes; Chair retainer raised to $35,000; increased committee retainers; reduced initial RSUs to 5,800 .

• Year-end 2024 holdings of director awards: Options outstanding 7,600; unvested stock awards 5,933 .

Performance Compensation (Director)

• Equity structure: Time-based RSUs (annual and initial) and stock options (annual and initial) with time-based vesting; both subject to vesting acceleration upon a change in control. No performance-based (PSU/TSR) metrics disclosed for directors .
• No performance metric table is provided for director compensation as none are disclosed for non-employee directors.

Other Directorships & Interlocks

• Prior public company boards: Morphic Therapeutic (until acquisition by Eli Lilly in 2024); Scholar Rock (director until May 2019) .
• Current external boards: Tectonic Therapeutic; Seismic Therapeutic (both founder/director); non-profits (Institute for Protein Innovation; Marine Biological Laboratory) .
• Potential interlocks/conflicts: Extensive founder/investor roles in biotech; RNAC policy requires Audit Committee review/approval of related person transactions; directors with a related interest do not participate in approvals .

Expertise & Qualifications

• Renowned immunologist and protein biologist; elected to National Academy of Sciences; major scientific prizes (Crafoord, Lasker 2022, Robert Koch 2023). Deep translational and company-building expertise (LeukoSite, Morphic, Scholar Rock, Tectonic, Seismic) .

Equity Ownership

• Beneficial ownership (as of April 14, 2025): 9,794,965 shares (37.5% of RNAC outstanding) by entities affiliated with Dr. Springer .
• Breakdown:
  • Direct: 8,637,129 Common shares; 113,587 Common warrants exercisable within 60 days; 3,588 options exercisable within 60 days .
  • TAS Partners LLC (affiliate): 656,513 Common shares; 33,408 Common warrants exercisable within 60 days (Dr. Springer sole managing member; disclaims beneficial ownership of TAS shares) .
  • Spouse (Chafen Lu, Ph.D.): 330,695 Common shares; 20,045 Common warrants exercisable within 60 days .

• Hedging/pledging: RNAC prohibits hedging and generally prohibits pledging without prior approval; no pledges by executive officers were approved in 2024 . Anti-hedging policy also applies to directors .

Insider Trades (Selected, 2024–2025 proxy disclosures)

Governance Assessment

• Strengths supporting investor confidence:

  • Deep scientific and company-building expertise; high-prestige awards and academic leadership .
  • Active on Science & Technology Committee; Board and committee attendance standards met across the Board; all directors attended all 2024 stockholder meetings .
  • Robust policies on related-party transactions, anti-hedging, and compensation clawback (for executives) are in place .

• Risk indicators and potential red flags:

  • Not independent; very large beneficial stake (37.5%) and participation in related-party financings may concentrate influence; independence concerns are explicitly noted by the Board .
  • Delinquent Section 16 filing noted (spouse open-market purchases) indicates minor compliance slippage, though subsequently reported .
  • Multiple concurrent biotech directorships/founder roles could create perceived conflicts or information-flow interlocks; RNAC’s policy channels such items to the Audit Committee and excludes interested directors from approvals .

• Director pay alignment:

  • 2024 compensation tilted toward equity (RSUs and options) per the non-employee director program; Dr. Springer’s 2024 total $277,332 with $231,250 equity fair value, supporting alignment with shareholders .

Overall, Dr. Springer brings exceptional domain expertise and significant owner alignment but is not independent; his large ownership and related-party financings warrant ongoing monitoring of recusal practices and Audit Committee oversight to mitigate conflicts and maintain investor confidence .

Notes

• Committee assignments (2025 proxy): Science & Technology Committee member; not a chair .
• Program changes to director compensation effective Dec 12, 2024 update future grant sizes/retainers .