Santhosh Palani
About Santhosh Palani
Independent director since March 2024; age 42. Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Founder and CEO of PSP Research (since November 2024); previously investment partner at PFM Health Sciences (June 2020–October 2024) and principal at NEA; earlier roles include vice president, equity research at Cowen and oncology drug development at Pfizer and Takeda. Education: Ph.D. in bioengineering (University of Pennsylvania), postdoc in biochemistry/molecular biophysics (Columbia), M.S. and B.S. in chemical engineering (Texas A&M; University of Madras); CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSP Research | Founder & CEO | Nov 2024–present | Investment advisor leadership |
| PFM Health Sciences | Investment Partner | Jun 2020–Oct 2024 | Led biotech investments; served on boards (cell therapy, gene editing) |
| New Enterprise Associates (NEA) | Principal | Pre-2020 (dates not specified) | Boards in radiopharmaceuticals, cell therapy, targeted oncology, gene editing |
| Cowen and Company | VP, Equity Research | 2016–2018 (per company PR) | Covered small/mid-cap biotech across therapeutic areas |
| Pfizer; Takeda | Oncology drug development | Prior to Cowen (dates not specified) | Drug development experience |
External Roles
| Company | Role | Start Date | Committees | Equity Award Details |
|---|---|---|---|---|
| Pyxis Oncology (Nasdaq: PYXS) | Independent Director | Mar 12, 2024 | Not yet appointed to committees at time of 8-K | Stock options for 69,760 shares at $5.70 strike; vest in three equal annual installments; independent determination affirmed; standard indemnification agreement |
Board Governance
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (members: Palani, DiRocco, Baum; all independent per Nasdaq/SEC) .
- Compensation Committee: Member (committee chaired by Baum; all independent per Nasdaq compensation committee standards) .
- 2024 meeting cadence: Board (5), Audit (4), Compensation (4), Nominating & Corporate Governance (0 formal; informational calls, written correspondence/consent) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Independence: Board determined Palani is independent, considering his advisory agreement and related-person transaction disclosures .
- Shareholder support (2025 annual meeting): Elected Class III director with 26,246,868 For; 468,077 Withheld; 2,944,065 broker non-votes (≈98.3% For of votes cast excluding broker non-votes) .
Fixed Compensation
| Year | Cash Fees ($) | Committee Chair/Member Fees Included | Notes |
|---|---|---|---|
| 2024 | 42,083 | Pro-rated; includes committee retainers under policy | Pro-rated based on service starting Mar 4, 2024 |
Director compensation policy (effective IPO; amended early 2024):
- Annual cash retainers: Board $40,000; Lead Independent Director +$20,000; Audit Chair +$15,000; Audit member +$7,500; Compensation Chair +$15,000; Compensation member +$7,500; Nominating & Governance Chair +$10,000; Nominating & Governance member +$5,000 .
Performance Compensation
| Element | Grant Date/Type | Number of Shares | Fair Value ($) | Vesting | Term/Exercise | Change-in-Control Treatment |
|---|---|---|---|---|---|---|
| Initial Director Option (ACRV) | Mar 2024 | 32,500 | 116,997 | Monthly over 3 years | 10-year term; strike = FMV at grant | Full vesting upon change in control under director policy |
| Annual Director Option (Policy) | Beginning 2024 (if ≥1 year service) | Up to 20,275 cap | Target fair value $210,000 | Monthly over 1 year; fully vested by next AGM | Strike = FMV at grant | Full vesting upon change in control |
No director PSUs/RSUs or performance-metric-linked director pay disclosed; director options are time-based under policy .
Other Directorships & Interlocks
| Entity | Nature | Detail |
|---|---|---|
| RA Capital Management | 5%+ shareholder | Owns 8,359,102 shares (26.7%); RA Capital partner Derek DiRocco serves on ACRV Board (Audit, Nominating & Governance) |
| ACRV Advisory Relationship | Related-party exposure | Advisory agreement with Palani effective Jun 20, 2024 for BD/financing/IR; $750/hour capped at $120,000 annually; disclosed in director compensation; independence evaluated by Board |
| Pyxis Oncology | External board | Palani appointed Mar 12, 2024; independent; option grant (see above) |
Expertise & Qualifications
- Biotech investing experience (public/private), buyside and sellside analysis; board roles across cell therapy, gene editing, radiopharmaceuticals, targeted oncology .
- Technical credentials: Ph.D. bioengineering (Penn), postdoc (Columbia), chemical engineering degrees (Texas A&M, University of Madras), CFA charterholder .
Equity Ownership
| As-of Date | Shares Beneficially Owned (#) | % Outstanding | Notes |
|---|---|---|---|
| Apr 21, 2025 | 13,541 | <1% | % computed on 31,354,984 shares outstanding; includes shares acquirable within 60 days |
| Dec 31, 2024 (options outstanding) | 32,500 (options) | n/a | Director options outstanding count per proxy table |
No pledging/hedging, ownership guideline compliance, or deferred compensation disclosures for directors found in the proxy. Skip if not disclosed.
Governance Assessment
- Strengths:
- Independent status affirmed; chairs Nominating & Governance and serves on Compensation, bringing investor and scientific perspective .
- Attendance threshold met; Board and committees active, with N&G actions via written consent when no formal meetings held .
- Shareholder support strong at 2025 AGM (minimal withhold votes) .
- Alignment:
- Equity-heavy director pay (initial option; time-based vesting), plus cash retainers consistent with newly public biotech norms; change-in-control single-trigger full vesting for director options per policy .
- Potential conflicts and mitigants:
- RED FLAG (monitor): Concurrent consulting (business development/financing/IR) while serving as independent director and N&G Chair—creates perceived conflict; mitigants include explicit cap ($120k/year), disclosure, and audit/Board oversight under related-person policy; Board considered this in independence determination .
- Influence dynamics: RA Capital is a 26.7% holder and has representation via DiRocco; ensure committee independence maintained when major shareholder matters arise .
- Engagement:
- As N&G Chair, accountable for succession planning, independence assessments, conflicts review, and governance guidelines—key role for investor confidence .
Overall signal: Strong investor and technical background with solid shareholder support; advisory arrangement is the primary governance watchpoint—oversight quality and transparent disclosure reduce risk, but continued monitoring is appropriate .