Roger Sawhney
About Roger Sawhney
Roger Sawhney, M.D., age 55, is an independent Class I director of Actuate Therapeutics and has served on the board since August 2024. He is CFO of LB Pharmaceuticals and previously held senior finance/strategy roles across biopharma and private equity, including CFO/CBO at Omega Therapeutics, Director of Healthcare Investments at KKR, and Head of Global Corporate Strategy at Novartis. He holds an M.D. from Harvard Medical School and a B.A. in Economics from Stanford, bringing financial, strategic, and healthcare expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omega Therapeutics, Inc. | Chief Financial Officer (then Chief Business Officer) | CFO May 2020–May 2022; CBO May–Sep 2022 | Corporate finance, strategy in clinical-stage biotech |
| KKR & Co. | Director, Healthcare Investment Platform | Sep 2018–Feb 2020 | Private equity healthcare investing |
| Novartis AG | SVP & Head of Global Corporate Strategy | Aug 2009–Aug 2012 | Enterprise strategy for a global pharma leader |
| Outcome Health | SVP, Corporate Strategy & Business Development | Feb 2017–Feb 2018 | Strategy/BD in healthcare tech |
| Bain & Company | Partner | Aug 2012–Feb 2017 | Strategy consulting (healthcare focus) |
| Boston Consulting Group | Partner & Managing Director | Sep 1996–Jul 2009 | Strategy consulting (healthcare) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LB Pharmaceuticals, Inc. (clinical-stage) | Chief Financial Officer | Since Jun 2024 | Current operating role |
| Adlai Nortye Ltd. (public) | Director | Since Aug 2024 | Public company directorship |
| SIRPant Immunotherapeutics, Inc. (clinical-stage) | Director | Since Jan 2024 | Private company directorship |
| Alimera Sciences, Inc. (public) | Director | Feb 2023–Mar 2023 | Prior brief public board service |
Board Governance
- Independence: The board determined Dr. Sawhney is independent under Nasdaq rules; the board has a majority of independent directors .
- Committee assignments (current): Audit Committee member; Compensation Committee member .
- Committee chairs: Not a chair (Audit chaired by Jason Keyes; Compensation chaired by Dan Zabrowski) .
- Attendance: In 2024, all directors met at least 75% attendance of board and committee meetings; Board met 5x; Audit 2x; Compensation 2x .
- Leadership structure: Independent Chair (A.G.L. Fletcher); no Lead Independent Director; independent directors meet in regular executive sessions .
- Code/Policies: Anti-hedging/pledging and derivatives trading prohibited for directors; related-party transactions reviewed by Audit Committee; clawback policy compliant with Nasdaq .
Fixed Compensation
| Component | Amount/Structure | 2024 Actual for Sawhney |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Partial-year fees $21,022 (appointed Aug 2024) |
| Committee member fees | Audit: $9,000; Compensation: $6,500 (annual) | Included pro rata in 2024 cash above |
| Chair premiums (if applicable) | Audit Chair: $19,000; Comp Chair: $12,000; N&CG Chair: $8,000 | Not applicable (not a chair) |
| Chair of Board (in lieu of director retainer) | $70,000 | Not applicable |
Program design: Cash retainers and committee fees approved with IPO; reviewed periodically for competitiveness .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | 2024 Grant Date Fair Value |
|---|---|---|---|---|---|
| Initial Non-Employee Director Stock Option | Aug 12, 2024 | 30,000 options | $8.00 | 3 equal installments on 1st, 2nd, 3rd anniversaries | $192,090 |
| Annual Non-Employee Director Stock Option (program terms) | Annual | 15,000 options | N/A | Vests in full on 1st anniversary of grant | N/A (no 2024 annual grant due to initial timing) |
Notes: 2024 total director compensation for Dr. Sawhney was $213,112 (cash $21,022; option grant fair value $192,090) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Adlai Nortye Ltd. | Public | Director | Biopharma domain overlap; no related-party transactions disclosed with ACTU |
| SIRPant Immunotherapeutics, Inc. | Private | Director | No related-party transactions disclosed with ACTU |
| Alimera Sciences, Inc. | Public | Director (prior) | Brief tenure; no ACTU related transactions disclosed |
The related-party transactions section of the proxy focuses on major shareholders (Bios Equity Affiliated Funds and Kairos Venture Affiliated Funds) and financing history; it does not identify any transactions involving Dr. Sawhney .
Expertise & Qualifications
- Financial leadership: CFO roles at LB Pharmaceuticals, Omega Therapeutics; healthcare investment experience at KKR; strategy leadership at Novartis .
- Education: M.D., Harvard Medical School; B.A. Economics, Stanford University .
- Board-relevant skills: Financial and strategic expertise in biotech/biopharma; qualifies as an independent director; serves on Audit and Compensation Committees (not designated as audit committee financial expert) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 0 shares | Not listed with shares in beneficial ownership table as of Mar 31, 2025 |
| Options exercisable within 60 days | 0 | Initial director options vest over time; not exercisable within 60 days as of record |
| Ownership as % of outstanding | 0.00% | 19,531,636 shares outstanding at record date |
| Hedging/Pledging | Prohibited by policy | No hedging, derivatives, short sales, or pledging allowed |
Governance Assessment
- Board effectiveness and independence: Positive. Sawhney is independent, serves on two key committees (Audit, Compensation), and the board maintains independent leadership and regular executive sessions—supportive of oversight quality .
- Attendance and engagement: 2024 attendance thresholds met across directors, indicating baseline engagement; Sawhney joined mid-year and is included in this standard .
- Compensation alignment: Director pay mixes modest cash with equity options that vest over time; however, Sawhney currently shows zero beneficial share ownership, which may indicate early tenure rather than low alignment—monitor build-up against any director ownership guidelines (none disclosed) .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Sawhney. Broader cap table shows significant influence by Bios Equity (Chair Fletcher-affiliated) and Kairos (Director Thomson-affiliated), with robust RPT oversight policy and Audit Committee review—investors should monitor for independent committee rigor where shareholder-affiliated directors are present .
- Controls and recourse: Presence of clawback policy and anti-hedging/pledging rules are shareholder-friendly; Audit Committee structure includes private sessions and financial expert designation (Keyes) .
RED FLAGS to monitor:
- Concentrated ownership/influence by Bios Equity and Kairos; ensure independent directors (including Sawhney) maintain robust challenge function in Audit and Compensation decisions .
- Low current ownership by Sawhney; track equity vesting/accumulation for improved alignment over time .