Samarth Kulkarni
About Samarth Kulkarni
Samarth Kulkarni, Ph.D., age 46, has served on Repare Therapeutics’ board since November 2019. He is Chairman and Chief Executive Officer of CRISPR Therapeutics AG (board member since 2017; CEO since 2017), and previously served as Chief Business Officer and President & Chief Business Officer at CRISPR in 2015–2017. He holds a Ph.D. in bioengineering and nanotechnology from the University of Washington and a B.Tech. from the Indian Institute of Technology; residence: Massachusetts (USA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Chairman & CEO; Director | CEO since 2017; Director since 2017 | Executive leadership in gene-editing; prior CBO (Aug 2015) and President & CBO (May–Nov 2017) |
| McKinsey & Company | Partner, Pharma/Biotech Practice | Joined 2006 (partner prior to CRISPR) | Strategy and biotech advisory experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Black Diamond Therapeutics, Inc. | Director | Current public company directorship |
| Oruka Therapeutics | Director | Current directorship |
| Centessa Pharmaceuticals plc | Director | Current public company directorship |
| CRISPR Therapeutics AG | Chairman & CEO; Director | Public company; executive and director roles |
Board Governance
- Board classification: Class III director; term expires at the 2026 Annual Meeting .
- Independence: Board affirmed Dr. Kulkarni is independent under Nasdaq rules; majority-independent board .
- Committee assignments:
- Current: Compensation Committee member (chair is Dr. Susan Molineaux) .
- Prior: Compensation Committee Chair through the 2024 proxy cycle; stepped down as chair effective at the 2024 Annual Meeting, remained a member .
- Meetings and engagement:
- Board met 7 times in 2024; each director attended ≥75% of board and committee meetings during their service period .
- Executive sessions: non-employee directors met 7 times in 2024 .
- Committee meeting cadence (2024): Audit 4; Compensation 7; Nominating & Corporate Governance 5; Science & Technology 6 .
- Risk oversight: Compensation Committee reviews incentive structures for risk; Audit Committee oversees financial reporting, cybersecurity; Nominating & Governance oversees ESG and governance effectiveness .
Fixed Compensation
Director fees (cash) and other compensation for Dr. Kulkarni:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $42,816 | $45,000 |
| All Other Compensation ($) | $1,081 (tax advice fees) | $1,078 (tax advice fees) |
Policy retainers (as of Feb 2024 amendment):
| Role/Committee | Annual Cash Retainer ($) |
|---|---|
| Board member | $40,000 |
| Non-executive Chair | $30,000 |
| Audit Chair / Member | $15,000 / $7,500 |
| Compensation Chair / Member | $10,000 / $5,000 |
| Nominating & Governance Chair / Member | $8,000 / $4,000 |
| Science & Technology Chair / Member | $8,000 / $4,000 |
Performance Compensation
Director equity awards are time-based stock options (no performance metrics). Options have 10-year terms, grant at fair market value on grant date, vest monthly over 12 months for annual awards; initial director awards vest over 3 years; options remain exercisable for nine months post-board departure; change-in-control accelerates full vesting for director grants .
Option grants and terms:
| Award | Grant Date | Shares | Exercise Price | Vesting | Term | Treatment on CoC |
|---|---|---|---|---|---|---|
| Annual Director Option | 2023-06-08 | 27,200 | $11.66 | Equal monthly over 12 months | 10 years | Full vesting immediately prior to closing |
| Annual Director Option | 2024-06-17 | 27,200 | $3.80 | Equal monthly over 12 months | 10 years | Full vesting immediately prior to closing |
| Filing references | — | — | — | — | — | 2023 Form 4: https://www.sec.gov/Archives/edgar/data/1808158/000120919123036308/0001209191-23-036308-index.htm; 2024 Form 4: https://www.sec.gov/Archives/edgar/data/1808158/000141588924017656/0001415889-24-017656-index.htm |
Director equity values reported:
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards, grant-date fair value ($) | $221,408 | $72,352 |
| Options Outstanding at Year End (#) | 168,133 | 195,333 |
Other Directorships & Interlocks
| Entity | Relationship to RPTX | Potential Interlock Notes |
|---|---|---|
| CRISPR Therapeutics AG | External CEO & Director | No RPTX-related party transactions disclosed; audit committee reviews related person transactions; directors must disclose interests per QBCA; directors recuse on conflicts . |
| Black Diamond Therapeutics, Oruka Therapeutics, Centessa Pharmaceuticals | External Director | Governance policies require assessing conflicts; no RPTX transactions disclosed involving Dr. Kulkarni . |
Expertise & Qualifications
- Advanced technical training in bioengineering/nanotechnology; Ph.D. (University of Washington) and B.Tech. (IIT) .
- Deep biotech operating experience as CEO and prior BD/strategy roles at CRISPR; former partner at McKinsey’s pharma/biotech practice .
- Board service across multiple biopharma companies enhances capital markets and R&D portfolio oversight perspectives .
Equity Ownership
Beneficial ownership (as of April 15, 2025):
| Category | Shares | % of Outstanding |
|---|---|---|
| Common shares held | — (none disclosed) | — |
| Options exercisable or becoming exercisable within 60 days | 193,066 | <1% |
| Total beneficial ownership | 193,066 | <1% |
Policies impacting alignment:
- Anti-hedging and anti-pledging: directors prohibited from hedging and pledging company stock; no margin purchases; no short selling or derivative trading .
- Insider Trading Policy applies to directors and is filed with the 2024 10-K .
Recent Form 4 activity (director awards):
| Transaction Date | Filing Date | Type | Securities Transacted (#) | Price | Post-Transaction Owned (#) | SEC Link |
|---|---|---|---|---|---|---|
| 2023-06-08 | 2023-06-12 | Award (Stock Option) | 27,200 | $11.66 | 27,200 | https://www.sec.gov/Archives/edgar/data/1808158/000120919123036308/0001209191-23-036308-index.htm |
| 2024-06-17 | 2024-06-20 | Award (Stock Option) | 27,200 | $3.80 | 27,200 | https://www.sec.gov/Archives/edgar/data/1808158/000141588924017656/0001415889-24-017656-index.htm |
Governance Assessment
- Independence and committee effectiveness: Dr. Kulkarni is an independent director and active Compensation Committee member; the committee is fully independent and oversees executive/director pay, equity plans, and risk alignment .
- Attendance and engagement: Board met 7 times in 2024; directors (including Dr. Kulkarni) met attendance thresholds (≥75%); independent directors convened 7 executive sessions—supporting robust oversight .
- Pay-for-performance alignment (director context): Compensation mix favors modest cash retainers with annual option grants that vest over time, aligning director incentives with shareholder value without short-term performance metrics; change-in-control provisions accelerate vesting—common in biotech to preserve board independence through transactions .
- Ownership alignment: Beneficial ownership is comprised of exercisable options (<1%), with strong anti-hedging/anti-pledging restrictions—reducing misalignment risks .
- Conflicts and related-party exposure: Company maintains formal related-person transaction review; no related transactions disclosed involving Dr. Kulkarni since 2023 other than standard director compensation .
- Board leadership: Independent chair structure (Civik) enhances management oversight; staggered board may reduce takeover risk but can delay changes in control .
RED FLAGS and Watch Items:
- Overboarding risk: Dr. Kulkarni serves as CRISPR’s CEO and holds multiple public/director roles (Black Diamond, Centessa, Oruka). While RPTX’s governance guidelines address director commitments and overboarding considerations, investors should monitor time commitments and potential information overlaps; no adverse attendance issues disclosed .
- Change-in-control vesting: Single-trigger acceleration for director options could be viewed as less shareholder-friendly compared to double-trigger, though typical for directors; investors should note potential optics in M&A contexts .
- No pledging/hedging: Strong policy mitigates alignment risks—positive governance signal .
Overall signal: Independent, technically strong director with compensation committee experience and consistent attendance, balanced by multiple external board roles requiring attention to potential time-commitment concerns; no related-party transactions disclosed involving Dr. Kulkarni .