Roger Sawhney
Arbutus BiopharmaAbout Roger Sawhney
Independent non‑executive director appointed August 4, 2025; member of the Audit Committee and the Corporate Governance & Nominating Committee. He holds an MD from Harvard Medical School and a BA in Economics from Stanford University; career described as spanning senior executive roles across biotech, pharma, healthcare technology, and investing, with extensive public company board experience .
Past Roles
Not enumerated in ABUS filings; press materials note senior executive roles across biotech, pharma, healthcare tech, and investing, plus extensive public company board experience .
External Roles
Specific public company directorships are not listed in ABUS filings; background indicates extensive external board experience, but no named interlocks were disclosed by ABUS .
Board Governance
- Committee assignments: Audit Committee (member) and Corporate Governance & Nominating Committee (member), effective August 4, 2025 .
- Independence and conflicts: Company disclosed no transactions requiring Item 404(a) related‑party disclosure for Sawhney upon appointment; indemnity agreement executed in standard form used for all directors . Audit and Governance committee members are required to meet Nasdaq/SEC independence standards per ABUS governance policy .
| Item | Detail | Effective Date |
|---|---|---|
| Board appointment | Director of ABUS | Aug 4, 2025 |
| Chair roles | None disclosed | — |
| Audit Committee | Member | Aug 4, 2025 |
| Corporate Governance & Nominating Committee | Member | Aug 4, 2025 |
| Independence indicator | No Item 404(a) transactions; committee independence required | Aug 6, 2025 |
| Indemnity agreement | Entered; standard ABUS director form | Aug 6, 2025 |
Fixed Compensation
ABUS policy for non‑employee directors (effective 2025 proxy) and appointment disclosure indicate Sawhney’s cash compensation will be consistent with policy; Chair and member fees are defined below .
| Component | Policy Amount (USD) | Applicability to Sawhney |
|---|---|---|
| Annual director retainer | $40,000 per annum | Expected per policy |
| Audit Committee member fee | $10,000 per annum | Applicable as member |
| Corporate Governance & Nominating Committee member fee | $5,000 per annum | Applicable as member |
| Committee chair fees | $20,000 (Audit); $15,000 (Comp); $10,000 (Governance) | Not applicable (not a chair) |
| Board Chair retainer | $75,000 per annum | Not applicable |
Performance Compensation
Initial option grant structure disclosed at appointment; annual option grant policy updated in 2025 proxy. No performance‑conditioned awards are disclosed for directors; options are time‑vested under the 2016 Plan –.
| Equity Award | Grant Size | Vesting | Term | Exercise Price | Plan Reference |
|---|---|---|---|---|---|
| Initial director option (expected) | 157,600 shares | 1/3 annually over 3 years | 10 years | Closing price on grant date | 2016 Omnibus Share & Incentive Plan |
| Annual director option (effective Apr 2025 policy) | 78,800 shares | Vests immediately | 10 years | On grant date | 2016 Plan; policy table |
Performance metrics tied to director compensation: None disclosed (director equity awards are time‑vested options under the 2016 Plan) –.
Other Directorships & Interlocks
- External boards/interlocks: Not itemized in ABUS filings; company press release references extensive public company board experience without listing names .
- Potential interlocks/conflicts: None disclosed; company states no transactions requiring Item 404(a) for Sawhney; indemnity agreement standard form .
Expertise & Qualifications
- Education: MD (Harvard Medical School); BA Economics (Stanford University) .
- Domain expertise: Biotech, pharmaceuticals, healthcare technology, investing; extensive public company board experience .
Equity Ownership
- Initial beneficial ownership: Form 3 filed August 6, 2025 indicates “No securities are beneficially owned.” (no common shares or derivative holdings reported at appointment) .
- Hedging/pledging: ABUS Insider Trading Policy prohibits hedging and pledging company securities for directors/officers/employees .
| Ownership Item | Amount | As of Date |
|---|---|---|
| Common shares beneficially owned | 0 (Form 3) | Aug 6, 2025 |
| Derivative securities (options/RSUs) beneficially owned | 0 (Form 3) | Aug 6, 2025 |
| Expected initial option grant | 157,600 options (time‑vested) | Upon grant following appointment |
| Pledged shares | Prohibited by policy | Policy in force |
Insider Trades
| Filing Type | Filing Date | Transaction Detail | Holdings After |
|---|---|---|---|
| Form 3 (Initial Statement) | Aug 6, 2025 | No securities beneficially owned | 0 |
No Form 4 transactions were identified in ABUS filings around the appointment; Form 3 shows zero holdings at appointment .
Governance Assessment
- Positive signals: Appointment to Audit and Governance committees with no related‑party transactions requiring Item 404(a); independence is supported by committee assignments that require independent members under ABUS policy/Nasdaq rules . Prohibition on hedging/pledging strengthens alignment protections .
- Alignment watch‑item: Initial Form 3 shows zero stock ownership; option grant expected, but near‑term ownership alignment will depend on subsequent equity accumulation and holding behavior .
- Compensation structure: Cash retainer modest; director equity primarily time‑vested options under the 2016 Plan; no repricing permitted per plan governance, reducing pay‑risk red flags .
- Conflicts/interlocks: None disclosed for Sawhney; indemnity agreement standard; company separately disclosed Roivant‑related affiliations for other directors earlier in 2025, but not for Sawhney .
Citations: Appointment/committees **[1447028_0001171843-25-005076_f8k_080625.htm:2]** **[1447028_0001447028-25-000126_abus-20250930.htm:22]**; Press background/education **[1447028_22e2032619a04871ad56c9cd34b3b96f_2]** **[1447028_22e2032619a04871ad56c9cd34b3b96f_0]**; Director cash/equity policy **[1447028_0001140361-25-012305_ny20041152x1_def14a.htm:54]** **[1447028_0001140361-25-012305_ny20041152x1_def14a.htm:55]**; 2016 Plan references **[1447028_0001140361-24-019091_ny20020406x1_def14.htm:18]**–**[1447028_0001140361-24-019091_ny20020406x1_def14.htm:23]**; Independence policy **[1447028_0001140361-25-012305_ny20041152x1_def14a.htm:23]**; Hedging/pledging policy **[1447028_0001140361-25-012305_ny20041152x1_def14a.htm:34]**; Form 3 ownership .