Sunil Agarwal
About Sunil Agarwal
Sunil Agarwal, M.D., age 55, is an independent Class III director of Astria Therapeutics (ATXS) since April 2024, with a term expiring at the 2027 annual meeting . He holds a B.S. in Neurobiology from Cornell University and an M.D. from Tufts University School of Medicine; he completed his residency at Children’s National Medical Center and served as Assistant Clinical Professor of Pediatrics at George Washington University . His core credentials span senior R&D leadership across Genentech, Ultragenyx (CMO/SVP), Sofinnova Ventures (partner), Juno Therapeutics (President, R&D), and Sana Biotechnology (EVP & Chief Development Officer), and he currently serves on the board of Arvinas, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sana Biotechnology, Inc. | EVP & Chief Development Officer | Jul 2018 – May 2023 | Led engineered cell therapies R&D |
| Juno Therapeutics, Inc. | President, Research & Development | Apr 2017 – May 2018 | R&D leadership in cell therapy |
| Sofinnova Ventures | Partner | Prior to Juno (year not specified) | Private biotech investing |
| Ultragenyx Pharmaceutical Inc. | Chief Medical Officer & SVP | Prior to Juno (years not specified) | Rare disease clinical development |
| Genentech, Inc. (Roche) | SVP Global Head of Clinical Dev. OMNI; SVP Immunology & Infectious; VP Rheumatology; VP Drug Safety | Prior to Ultragenyx (years not specified) | Broad therapeutic area leadership |
| George Washington University School of Medicine | Assistant Clinical Professor of Pediatrics | Post-residency | Academic appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arvinas, Inc. | Director | Current | Public biopharma board service |
| Calithera Biosciences, Inc. | Director | 2015 – 2023 | Public biopharma; prior Form 3 indicates board role |
| MyoKardia, Inc. (acquired by BMS) | Director | 2016 – 2020 | Public biopharma (disclosed in 2024 proxy) |
Board Governance
- Board leadership and independence:
- Chair of the Board: Kenneth Bate (independent) .
- Independence: Board determined all directors other than CEO Jill Milne are independent; this includes Sunil Agarwal .
- Committees and engagement:
- Science & Technology Committee: Member; appointed upon joining Board in April 2024; committee chaired by Jonathan Violin .
- Committee meetings in 2024: Audit (5), Compensation (5), Nominating & Corporate Governance (2), Science & Technology (4) .
- Board meetings in 2024: 12; all directors attended at least 75% of meetings and attended the annual meeting in person .
Fixed Compensation
| Component | 2024 Program ($) | 2025 Program ($) | Notes |
|---|---|---|---|
| Annual Board retainer (member) | 40,000 | 40,000 | Cash, paid quarterly; prorated on service dates |
| Board Chair retainer | 75,000 | 75,000 | Not applicable to Agarwal (Bate is Chair) |
| Audit Committee (member/chair) | 7,500 / 20,000 | 10,000 / 20,000 | — |
| Compensation Committee (member/chair) | 5,000 / 10,000 | 7,500 / 15,000 | — |
| Nominating & Corporate Governance (member/chair) | 4,000 / 8,000 | 5,000 / 10,000 | — |
| Science & Technology Committee (member/chair) | 7,500 / 15,000 | 7,500 / 15,000 | Agarwal member, not chair |
| Actual Cash Earned by Agarwal (2024) | 34,973 | — | Pro-rated upon April 8, 2024 appointment |
Performance Compensation
| Equity Component | Grant Details | Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Initial director stock option (Apr 8, 2024) | 28,200 shares | 221,309 (2024 grant-date fair value) | 9,400 vested on Apr 8, 2025; 9,400 on Apr 8, 2026; 9,400 on Apr 8, 2027 |
| Annual director stock option (Jun 5, 2024) | 14,100 shares (for directors ≥6 months); Agarwal did not receive due to tenure <6 months | — | 1-year cliff vest |
| Updated director equity program (effective Jan 1, 2025) | Initial: 53,100 shares; Annual: 26,550 shares | — | Initial vests over 3 years; Annual vests 1 year |
No performance-based equity (PSUs) or performance metrics are disclosed for non-employee directors; director options are time-vested, and repricing is prohibited under the plan .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Arvinas, Inc. | Current director | None disclosed with Astria (no related party transactions reported tied to Agarwal) |
| Calithera Biosciences, Inc. | Prior director | None disclosed |
| MyoKardia, Inc. | Prior director | None disclosed |
Expertise & Qualifications
- Drug development leadership across multiple therapeutic areas, including ophthalmology, metabolism, neurosciences, immunology, infectious disease, rheumatology, and drug safety (Genentech senior roles) .
- Senior operational roles in clinical development and biotechnology R&D strategy (Ultragenyx CMO/SVP; Juno R&D President; Sana CDO) .
- Academic and clinical pediatrics experience at CNMC and GWU .
- Current public company board experience (Arvinas) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Apr 14, 2025) | 9,400; “*” indicates <1% of outstanding shares |
| Shares outstanding (record date) | 56,434,219 |
| Director option holdings (as of Dec 31, 2024) | 28,200 shares; none vested at year-end 2024; 9,400 vested Apr 8, 2025; 9,400 scheduled Apr 8, 2026; 9,400 scheduled Apr 8, 2027 |
| Hedging/pledging policy | Prohibits short sales; derivatives unless approved by Audit Committee; prohibits margin use and pledging unless Audit Committee approves |
Compensation Committee Analysis
- Compensation Committee members: Joanne Beck (Ph.D.), Fred Callori, Hugh Cole (added Oct 2024), and chair Michael Kishbauch; all are independent .
- Consultant: Aon Rewards Solutions; committee determined no conflicts of interest; Aon provides peer benchmarking; peer groups updated yearly and used for both executive and director compensation .
- Director compensation methodology: cash retainers targeted to market; option grants sized via blended formula (option value and ownership percentage), with 2025 increases approved .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Broker Non-Votes | Abstain |
|---|---|---|---|---|
| Advisory vote on executive compensation (Jun 11, 2025) | 43,538,692 | 6,611,451 | 3,401,529 | 5,139 |
Related Party Transactions and Conflicts
- Company discloses related person transactions framework; no specific transactions disclosed involving Sunil Agarwal since Jan 1, 2023 .
- Director independence affirmed; no consulting or other compensatory arrangements disclosed for Agarwal beyond standard director compensation .
Insider/Beneficial Ownership Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Apr 9, 2024 | “No securities are beneficially owned” at time of appointment |
| DEF 14A (Principal Stockholders) | Apr 28, 2025 | Beneficial ownership of 9,400 shares; “*” indicates <1% |
Governance Assessment
- Strengths
- Independence and committee membership aligned with expertise (Science & Technology Committee), supporting R&D oversight and enterprise risk management in research .
- Attendance and engagement: Directors met ≥75% threshold; annual meeting attendance confirmed .
- Shareholder-friendly guardrails: insider policy restricts hedging/pledging; plan prohibits option/SAR repricing and dividend equivalents on unvested awards .
- Shareholder support for compensation: strong advisory vote “for” executive compensation in 2025 .
- Watch items
- Equity pool increases and potential dilution: 2015 Plan Increase added 5,500,000 shares; total potential dilution from shares available for future awards ~10.9% of fully diluted as of Mar 31, 2025 (company-wide consideration) .
- Director equity is time-vested options; no disclosed performance metrics for director compensation (normal for U.S. practice but reduces direct pay-for-performance linkage at director level) .
- RED FLAGS
- None disclosed related to Agarwal on attendance shortfalls, related-party transactions, hedging/pledging violations, option repricing, or legal/investigative issues .