Gina Chapman
About Gina Chapman
Gina Chapman, age 58 as of April 14, 2025, has served on Entrada Therapeutics’ board since September 2023 and is a Class III director with a term expiring at the 2027 annual meeting. She previously served as President & CEO and director of CARGO Therapeutics (May 2022–March 2025), spent 15 years at Genentech in senior commercial leadership roles across oncology/hematology and specialty/chronic care, and earlier worked at Syntex and Gilead (launching Gilead’s first commercial medicine). She holds a B.A. with honors in Economics and Sociology from UC Santa Barbara.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CARGO Therapeutics, Inc. | President & CEO; Director | May 2022 – March 2025 | Led clinical-stage biotech as public company CEO; board service during tenure |
| Genentech (Roche Group) | SVP, Business Unit Head – Specialty & Chronic Care | Sep 2021 – Apr 2022 | Senior P&L and portfolio responsibility |
| Genentech (Roche Group) | SVP, Oncology/Hematology Business Unit Head | Apr 2020 – Nov 2021 | Led oncology/hematology franchises |
| Genentech (Roche Group) | VP, Franchise Head (Avastin, Herceptin, Rituxan) | May 2019 – Apr 2020 | Oversight of major oncology brands |
| Genentech (Roche Group) | VP, Franchise Head (Hemophilia & Bleeding Disorders) | Aug 2018 – Apr 2019 | Led hematology franchise |
| Gilead Sciences | Commercial leader | Early career | Responsible for launch of first commercial medicine |
| Syntex Laboratories | Early career roles | Early career | Commercial/operational foundation |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| CARGO Therapeutics, Inc. | Director (alongside CEO role) | May 2022 – March 2025 (no current outside public boards disclosed for 2025) |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. Chairs: Audit Committee chaired by Mary Thistle; Nominating & Corporate Governance chaired by Kush M. Parmar, M.D., Ph.D.
- Independence: Board determined all directors except CEO Dipal Doshi and Peter S. Kim are independent under Nasdaq and SEC rules; Chapman is independent.
- Attendance: Board met 7 times in FY2024; each incumbent director attended at least 75% of aggregate board+committee meetings; directors encouraged to attend annual meeting; three continuing directors attended the June 13, 2024 annual meeting.
- Audit Committee Report: Signed by Chair Mary Thistle, with members Kush M. Parmar and Gina Chapman, dated April 25, 2025.
- Hedging/Pledging: Insider trading policy prohibits short sales, derivative transactions, and any hedging transactions by directors; policy highlights risks of margin/pledged shares though pledging prohibition is not expressly stated. Rule 10b5‑1 plan usage is permitted subject to MNPI restrictions.
| Committee | Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | Mary Thistle | 4 |
| Nominating & Corporate Governance | Member | Kush M. Parmar, M.D., Ph.D. | 2 |
| Board Meeting Metric | Value |
|---|---|
| Full Board Meetings (FY2024) | 7 |
| Individual Attendance Threshold | ≥75% of aggregate board+committee meetings for each incumbent director |
| Annual Meeting Attendance (June 13, 2024) | 3 continuing directors present |
Fixed Compensation
- Non-Employee Director Compensation Policy (amended March 2023 and June 2024): Board retainer $40,000; Board chair additional $30,000; Audit Committee member $7,500 (chair $15,000); Compensation Committee member $6,000 (chair $12,000; increased in June 2024); Nominating & Corporate Governance member $4,500 (chair $9,000; increased in June 2024). Annual total (cash + equity) capped at $750,000; $1,200,000 in initial election year.
| 2024 Director Cash Fees | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (Gina Chapman) | $51,775 |
| Policy Cash Retainers (as of June 2024) | Amount (USD) |
|---|---|
| Board Member Retainer | $40,000 |
| Audit Committee Member | $7,500 |
| Nominating & Corporate Governance Member | $4,500 |
Performance Compensation
- Equity structure for non-employee directors: Initial option grant at election equal to lesser of $500,000 grant date fair value or 32,000 shares; vests monthly over 3 years. Annual option grant equal to lesser of $250,000 grant date fair value or 16,000 shares; vests in full by first anniversary or next annual meeting. Full accelerated vesting upon sale of the company, death, or disability.
- 2024 equity awarded to Chapman: Option awards grant date fair value $176,202; Chapman held 48,000 outstanding unexercised options at year-end.
| 2024 Director Equity | Details |
|---|---|
| Option Awards (grant date fair value) | $176,202 (Gina Chapman) |
| Options Outstanding (12/31/2024) | 48,000 unexercised options (Gina Chapman) |
| Initial Grant Policy | ≤$500,000 fair value or 32,000 options; vests monthly over 3 years |
| Annual Grant Policy | ≤$250,000 fair value or 16,000 options; vests by first anniversary/next annual meeting |
| Acceleration Triggers | Company sale, death, disability (full vesting) |
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| Metrics (e.g., TSR, revenue, ESG) | None disclosed for non-employee directors; awards are time-based stock options |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| CARGO Therapeutics, Inc. | Former President & CEO; Director (May 2022–Mar 2025) | No ongoing outside public company directorship disclosed post-March 2025 in proxy |
| Roche/Genentech background | Prior employment at Genentech, part of Roche Group | Board considered associations with >5% holders (Roche Finance Ltd holds 6.77%) in independence determinations; Chapman deemed independent |
Expertise & Qualifications
- Biopharma commercial leadership across oncology/hematology and specialty/chronic care; franchise leadership for Avastin/Herceptin/Rituxan; hematology franchise head; launch experience at Gilead.
- Academic training in economics and sociology (UCSB, honors).
- Audit Committee financial expert designation applies to Mary Thistle (not Chapman).
Equity Ownership
| Holder | Shares Beneficially Owned (as of 4/14/2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Gina Chapman | 34,667 | <1% (*) | Based on 37,953,417 shares outstanding; options exercisable within 60 days are included per SEC rules |
| Additional Equity Detail | Amount |
|---|---|
| Options Outstanding (12/31/2024) | 48,000 unexercised options |
- Hedging/pledging: Company policy prohibits short sales, derivative transactions, and any hedging in company securities by directors; no pledging by Chapman is disclosed. Rule 10b5‑1 plans permitted per policy.
Governance Assessment
- Strengths: Independent director with deep biopharma commercialization credentials; active on Audit and Nominating & Corporate Governance committees; documented Audit Committee oversight, including private sessions with the auditor and recommendation to include audited FY2024 financials in the 10‑K; attendance meets ≥75% threshold; director equity cadence aligns tenure with long-term value through options.
- Alignment: 2024 total director compensation for Chapman comprised $51,775 cash plus $176,202 in options (grant-date fair value), consistent with policy emphasizing equity and at-risk value via options and standard committee retainers.
- Potential risks/flags: No performance-based metrics tied to director equity (time-based options), which is common but offers limited direct pay-for-performance linkage; beneficial ownership <1% indicates modest “skin-in-the-game” at present; however, independence affirmed and related-party transaction oversight resides with the Audit Committee. No related-party transactions or legal proceedings involving Chapman are indicated in the proxy.