Bhaskar Chaudhuri
About Bhaskar Chaudhuri
Bhaskar Chaudhuri, Ph.D., age 70, is an independent, non-employee director of Tarsus and has served on the Board since December 2019. He is Operating Partner at Frazier Healthcare Ventures (since June 2011), and previously held senior operating roles including President of Valeant Pharmaceuticals (now Bausch Health) and CEO of Dow Pharmaceutical Sciences; he holds a BS and MS from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Healthcare Ventures | Operating Partner | Jun 2011–present | Life sciences investing and portfolio support |
| Valeant Pharmaceuticals (Bausch Health) | President | Jan 2009–Sep 2010 | Led corporate operations |
| Dow Pharmaceutical Sciences | President & CEO; Director | 2003–2008 | Led dermatology R&D; company acquired by Valeant |
| Bertek Pharmaceuticals (Mylan) | EVP Scientific Affairs | 1998–2000 | Scientific leadership |
| Mylan Dermatology Division | General Manager | pre-1998 | Dermatology division leadership |
| Penederm, Inc. | VP R&D; senior roles | 1992–1998 | R&D leadership; company acquired by Mylan |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcutis Biotherapeutics, Inc. | Director | Jun 2016–present | Board service in dermatology therapeutics |
| Teligent Pharmaceuticals, Inc. | Director | Nov 2010–Jul 2021 | Board service |
| Sudo Biosciences | Director | May 2021–Jan 2024 | Board service |
| Vyome Biosciences, Ltd. | Director | n/a | Board service |
| Corium International, Inc. | Director | n/a | Board service |
| Johns Hopkins Berman Institute | Advisory Board | n/a | Bioethics advisory |
Board Governance
- Independence: Board affirmatively determined Dr. Chaudhuri is independent under Nasdaq listing standards; independent directors hold regularly scheduled executive sessions .
- Committee assignments (12/31/2024): Compensation Member; Nominating & Corporate Governance Member; Science & Technology Chair .
- Committee assignments (4/15/2025): Compensation Member; Nominating & Corporate Governance Member; Science & Technology Chair .
- Committee activity: Nominating & Corporate Governance met 4 times in 2024; Science & Technology met 4 times in 2024 .
- Board activity/attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Wendy Yarno, MBA, serves as Lead Independent Director .
Committee Membership Snapshot
| Name | Audit | Compensation | Nominating & Corporate Governance | Science & Technology | Commercial |
|---|---|---|---|---|---|
| Bhaskar Chaudhuri, Ph.D. (as of 12/31/2024) | Member | Member | Chair | ||
| Bhaskar Chaudhuri, Ph.D. (as of 4/15/2025) | Member | Member | Chair |
Fixed Compensation
- Cash retainer structure (2024): Board Member $40,000; Lead Independent Director $75,000; Audit Chair $20,000; Commercial Chair $15,000; Compensation Chair $15,000; Nominating/Governance Chair $10,000; Science & Technology Chair $14,000; Audit Member $10,000; Commercial Member $7,500; Compensation Member $7,500; Nominating/Governance Member $5,000; Science & Technology Member $6,500. Amended March 2025 to increase Board Member retainer to $50,000 effective at 2025 annual meeting .
2024 Director Cash Fees and Total
| Name | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Bhaskar Chaudhuri, Ph.D. | 60,182 | 280,536 |
Performance Compensation
- 2024 equity awards to directors: mix of RSUs and stock options; values reflect grant-date fair value under ASC 718 .
- Outstanding RSUs and options as of 12/31/2024 for non-employee directors (counts): Dr. Chaudhuri—RSUs 3,350; Options 5,000 .
2024 Director Equity Awards
| Name | Stock Awards ($) | Option Awards ($) | RSUs Outstanding (#) | Options Outstanding (#) |
|---|---|---|---|---|
| Bhaskar Chaudhuri, Ph.D. | 109,679 | 110,675 | 3,350 | 5,000 |
Equity Award Metrics (Structure and Vesting)
- Director equity is granted annually; values computed using 40-day trailing average for RSUs and Black-Scholes inputs for options per Company practice (methodology described for executives; directors’ award values use ASC 718) .
- Equity grant timing policy: compensation committee follows a predetermined annual schedule; no grant timing around MNPI; disclosure of Designated Periods provided for executive awards only; no director timing exceptions disclosed .
Other Directorships & Interlocks
- Compensation Committee Interlocks: During 2024, none of the compensation committee members (including Dr. Chaudhuri) were officers/employees; no interlocks with other issuers’ executive officers serving on Tarsus’s Board or compensation committee .
Expertise & Qualifications
- 20+ years in pharma management and R&D, including dermatology-focused operating roles (Penederm, Mylan/Bertek, Dow, Valeant), and healthcare investing as Operating Partner at Frazier; advanced pharmaceutics training (Ph.D.) .
- Governing experience: long-tenured public company directorships (e.g., Arcutis since 2016) and committee leadership (Science & Technology Chair at Tarsus) .
Equity Ownership
- Beneficial ownership (as of 3/31/2025): 37,350 shares; less than 1% of outstanding shares (41,995,537); consists of 5,350 shares held directly plus 32,000 options exercisable within 60 days .
- Group holdings: directors and executive officers as a group—4,002,178 shares (8.97%) .
- Hedging/Pledging: Company insider trading policy prohibits hedging and pledging by directors and employees; short sales also prohibited .
Beneficial Ownership Detail
| Holder | Shares Beneficially Owned | % of Outstanding | Direct Shares | Options Exercisable ≤60 days |
|---|---|---|---|---|
| Bhaskar Chaudhuri, Ph.D. | 37,350 | <1% | 5,350 | 32,000 |
| Shares Outstanding (reference) | 41,995,537 | — | — | — |
Governance Assessment
- Independence and engagement: Clear independence determination; active committee roles, including chairing Science & Technology; Board and committee meeting cadence suggests consistent engagement (Board met 4 times; relevant committees met 4 times in 2024) .
- Alignment: Modest personal ownership with standard director equity grants (RSUs/options); strong alignment practices via anti-hedging/pledging and no tax gross-ups; no director-specific ownership guideline disclosure found in proxy .
- Compensation structure: Cash and equity mix consistent with peer practices; Board raised base retainer in 2025 to $50,000, maintaining committee-based differentials; no meeting fees disclosed; no option repricing without shareholder approval .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Dr. Chaudhuri; Company maintains formal related-party review policy under Audit Committee oversight .
- Shareholder signals: 2025 Say-on-Pay approved with strong support (27,132,839 for vs. 416,845 against); annual frequency for Say-on-Pay adopted; audit firm ratified—indicating overall investor confidence in governance and oversight .