Nachi Subramanian
Atara BiotherapeuticsAbout Nachi Subramanian
Independent director at Atara Biotherapeutics since May 16, 2025, appointed following the company’s $16M offering to existing institutional investors; the Board determined he is independent under SEC and Nasdaq standards . Managing Director at Redmile Group since December 2021; previously 14 years at J.P. Morgan across Private Markets and Global Cash Equities, began career at Bear Stearns; B.A. in Political Science and Economics from UC Irvine . Initial SEC Form 3 filed May 23, 2025 notes he serves as a director by deputization representing Redmile . As of appointment, he was not assigned to any Board committee and elected to waive all non‑employee director compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redmile Group | Managing Director | Dec 2021–present | Investor representative; director by deputization at Atara |
| J.P. Morgan | Senior roles, Private Markets and Global Cash Equities | ~14 years | Capital markets, private investments |
| Bear Stearns | Institutional Equities | Early career | Equity markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Redmile Group | Managing Director | Dec 2021–present | Leads investments; serves as Atara director representing Redmile |
Board Governance
- Independence: Board determined Subramanian is independent under company Corporate Governance Guidelines, SEC requirements, and Nasdaq rules .
- Committee assignments: None at time of appointment; Board had not appointed Huang or Subramanian to any committee .
- Indemnification: Company to enter standard form indemnification agreement; Sched. 13D confirms indemnification agreement executed .
- Attendance baseline: Board met 7 times in 2024; each director attended ≥75% of meetings; non‑employee directors held 8 executive sessions (Subramanian joined in 2025; no personal attendance data disclosed) .
- Board changes: Greg Ciongoli assumed role of Board Chair in Sept. 2025 and joined Nom/Gov Committee; three directors stepped down to right‑size board .
Fixed Compensation
| Component | Policy Amount | Applies to Subramanian? |
|---|---|---|
| Annual Board Service Retainer (Director) | $45,000 | Waived |
| Annual Board Service Retainer (Lead Director) | $75,000 | N/A |
| Annual Board Service Retainer (Chair) | $85,000 | N/A |
| Audit Committee Chair | $20,000 | N/A |
| Human Capital Chair | $15,000 | N/A |
| Nominating & Corporate Governance Chair | $10,000 | N/A |
| Audit Committee Member | $10,000 | N/A |
| Human Capital Member | $7,500 | N/A |
| Nominating & Corporate Governance Member | $5,000 | N/A |
| Research & Development Committee Member | $5,000 | N/A |
- Subramanian waived cash compensation under the non‑employee director compensation policy .
Performance Compensation
| Component | Policy Terms | Applies to Subramanian? |
|---|---|---|
| Initial equity grant (new director) | Stock options grant-date fair value $450,000; vests annually over 3 years | Waived |
| Annual equity grant | 1:1 options:RSUs, aggregate grant-date fair value $300,000; vests at next AGM | Waived |
| 2024 special director grants | 150,000 RSUs to then-serving non-employee directors; vests at 2025 AGM | Not applicable (joined 2025) |
- Anti‑hedging/pledging: Directors prohibited from short sales, options, hedging, margin, and pledging of company stock .
- Clawback: Company maintains clawback policy for Section 16 officers; no recoupment in 2024 (policy applies to officers, not non‑employee directors) .
Other Directorships & Interlocks
| Individual | Affiliation | Atara Role | Interlock/Notes |
|---|---|---|---|
| Nachi Subramanian | Redmile Group | Director | Appointed concurrent with May 2025 offering to existing investors including Redmile; director by deputization representing Redmile |
| James Huang | Panacea Venture | Director | Appointed concurrently; Panacea was investor in offering |
| Greg Ciongoli | Adiumentum Capital Management | Chair (Sept. 2025) | Adiumentum is significant holder; Ciongoli also serves on Nom/Gov Committee |
Expertise & Qualifications
- Capital markets and investor relations depth from senior roles at J.P. Morgan and Redmile, relevant to financing and strategic evaluations .
- Private markets and equities expertise; investor perspective adds rigor on value maximization discussions (Sched. 13D contemplates discussions with Board and potential alternatives to increase stockholder value) .
- Education: B.A. in Political Science and Economics, UC Irvine .
Equity Ownership
| Holder/Reporting | Security | Amount/Status | Percent | Notes |
|---|---|---|---|---|
| Redmile Group (affiliates) | Common + pre-funded warrants | 579,541 common + 2,740,681 shares issuable upon exercise of pre‑funded warrants (subject to 9.99% blocker) | 9.9% | As of Sep. 3, 2024; warrants subject to beneficial ownership blocker; Redmile participated in May 2025 offering |
| Subramanian (Form 3) | Initial statement | Filed May 23, 2025; director by deputization representing Redmile | — | Individual beneficial holdings not disclosed in DEF 14A; Form 3 indicates representation by Redmile |
- Stock ownership guidelines: Non‑employee directors targeted at 3x annual retainer; counts shares owned outright and 70% credit for unvested time‑vested RSUs and vested options’ intrinsic value (currently underwater) .
Insider Filings
| Filing | Date | Relationship | Key Disclosure |
|---|---|---|---|
| Form 3 | May 23, 2025 | Director | Director by deputization representing Redmile; individual vs. group reporting noted |
Governance Assessment
- Independence and committee status: Board determined independence; lack of committee assignments at appointment limits immediate committee-level influence .
- Investor-representative dynamic: Appointed in connection with financing to existing investors; director by deputization representing a significant holder (Redmile); Sched. 13D language signals potential pursuit of board/transaction changes to increase value—heightened influence and potential conflicts to monitor, though 8‑K states no related‑party transactions requiring Item 404(a) disclosure aside from the offering context .
- Compensation alignment: Waiver of all director cash and equity pay eliminates standard board pay alignment; alignment is primarily through fund equity stakes subject to blockers—investor-centric incentives could favor capital allocation or transactional outcomes over long-term operating investments .
- Policy safeguards: Strong anti‑hedging/pledging policy and director stock ownership guidelines support alignment; clawback applies to officers, not directors .
- Board effectiveness signals: 2024 Say‑on‑Pay support ~90% indicates shareholder confidence in compensation governance; Board’s 2025 restructuring and new Chair reflect adaptive governance during strategic transition .
RED FLAGS
- Investor deputization and multiple investor representatives on the board (Panacea, Redmile, Adiumentum) may create coordinated influence; monitor for potential group actions and conflicts in strategic transactions or milestone monetization .
- Waived director compensation removes typical personal equity retainer alignment; ensure adherence to stock ownership guidelines via fund-level holdings and disclosure of any pledging/hedging prohibitions compliance .