Sara Zaknoen
About Sara L. Zaknoen, M.D.
Independent director; age 66 as of March 1, 2025; joined the aTyr Pharma board in May 2021. Clinical oncologist and drug development executive with prior CMO roles (Ignyta, Polynoma, Tragara, Cabrellis) and senior clinical leadership at Novartis (Phase 2/3 oncology; Gleevec, Tasigna) and Schering‑Plough (lead physician on Temodar approval). Education: M.D. (Indiana University School of Medicine) and B.S. in chemistry/biology (Valparaiso University). Since 2014 she has operated Zed Strategic Consulting, advising pharma/biotech on clinical development across multiple indications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ignyta, Inc. | Chief Medical Officer | — | Clinical development leadership |
| Polynoma LLC | Chief Medical Officer | — | Clinical development leadership |
| Tragara Pharmaceuticals, Inc. | Chief Medical Officer | — | Clinical development leadership |
| Cabrellis Pharmaceuticals Corporation | Chief Medical Officer | — | Clinical development leadership |
| Novartis Pharmaceutical Corporation | Executive Director, Phase 2/3 Clinical Oncology Research | — | Oversight of clinical studies incl. registrational trials; involvement in NDAs/label expansions; portfolio incl. Gleevec, Tasigna |
| Schering‑Plough (now Merck) | Director, Clinical Oncology Research | — | Lead physician on Temodar program; supported approval/launch |
| University of Cincinnati Medical Center | Assistant Professor of Medicine | — | Academic clinical role |
| Western Pennsylvania Hospital / Western Pennsylvania Cancer Institute | Director of Experimental Therapeutics | — | Translational/experimental therapeutics leadership |
| National Cancer Institute | Medical Staff Fellow | — | Oncology fellowship |
External Roles
| Organization | Role | Public company board? | Notes |
|---|---|---|---|
| Zed Strategic Consulting | Principal (consultant) | No | Clinical drug development consulting since 2014 |
No other current public company directorships disclosed for Dr. Zaknoen in the proxy .
Board Governance
- Board independence: aTyr’s board has determined all directors except the CEO (Dr. Shukla) are independent under Nasdaq and SEC rules; there are no family relationships among directors/executives .
- Committee memberships: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Compensation is chaired by Dr. Jane Gross; Nominating & Corporate Governance is chaired by John Clarke .
- Attendance and engagement: Board met six times in 2024; all directors other than Mr. Clarke attended at least 75% of board and committee meetings; independent directors held three executive sessions without management in 2024 .
- Tenure/classification: Class I director; nominated for re‑election for term ending at the 2028 annual meeting .
- Annual meeting attendance: All directors attended the 2024 annual meeting except Mr. Clarke (implies attendance by Dr. Zaknoen) .
- Board leadership: Chairman role separated from CEO; current independent Chairman is Timothy Coughlin (since March 2024) .
Fixed Compensation
| Component (2024 Policy) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer (non‑employee director) | $40,000 | Cash, prorated for service days |
| Additional retainer – Chairperson | $35,000 | For Board Chair; reduced to $30,000 in Dec 2024 amendment |
| Audit Committee – Chair | $25,000 | Reduced to $20,000 in Dec 2024 amendment |
| Audit Committee – Member | $8,000 | Increased to $9,000 in Dec 2024 amendment |
| Compensation Committee – Chair | $12,000 | Increased to $15,000 in Dec 2024 amendment |
| Compensation Committee – Member | $6,000 | Increased to $7,000 in Dec 2024 amendment |
| Nominating & Corporate Governance – Chair | $8,000 | Increased to $10,000 in Dec 2024 amendment |
| Nominating & Corporate Governance – Member | $4,000 | Increased to $5,000 in Dec 2024 amendment |
Actual 2024 cash fees earned by Dr. Zaknoen: $50,119; option award grant date fair value: $30,144; total: $80,263 .
Performance Compensation
| Equity vehicle | Annual grant size | Vesting | Exercise price | 2024 grant value (USD) |
|---|---|---|---|---|
| Stock options (continuing directors; policy pre‑Dec 2024) | Up to 24,000 shares | 100% on earlier of 1‑year anniversary or next annual meeting | FMV at grant date | $30,144 (aggregate grant date fair value for Dr. Zaknoen) |
| Stock options (continuing directors; policy post‑Dec 2024) | Up to 50,000 shares | Same as above | FMV at grant date | — (policy change effective after Dec 2024) |
| Initial option grant (new directors) | Up to 100,000 shares | Monthly over 36 months | FMV at grant date | — (not applicable; joined 2021) |
No director performance‑linked metrics (e.g., TSR, revenue) are disclosed for equity grants; director options are time‑based and priced at fair market value on grant date .
Other Directorships & Interlocks
| Person | Other public company boards | Committee roles elsewhere | Interlocks with customers/suppliers |
|---|---|---|---|
| Sara L. Zaknoen, M.D. | None disclosed | — | None disclosed; related‑party transactions policy notes no transactions since Jan 1, 2023 above thresholds |
Expertise & Qualifications
- Clinical oncology and late‑stage drug development leader; led registrational programs and NDA/label expansions at Novartis; lead physician for Temodar approval at Schering‑Plough .
- Academic training and fellowship in hematology/oncology; broad biotherapeutics industry experience across multiple companies and indications .
Equity Ownership
| Holder | Shares owned | Shares acquirable within 60 days | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| Sara L. Zaknoen, M.D. | 6,000 | 14,285 | 20,285 | <1% of 88,858,612 shares outstanding |
As of Dec 31, 2024, she held stock options to purchase an aggregate of 38,285 shares (includes options beyond the 60‑day window) . Hedging transactions by directors are prohibited unless specifically pre‑approved by the compliance officer under the company’s Insider Trading Policy and Special Trading Procedures, supporting alignment with shareholders .
Governance Assessment
- Strengths: Independent status; active service on Compensation and Nominating & Corporate Governance Committees; strong clinical development expertise aligned with aTyr’s pipeline focus; robust insider trading controls (pre‑clearance; hedging restrictions); attendance at or above required thresholds; independent executive sessions held three times in 2024 .
- Compensation/Alignment: Director pay structure blends cash retainers with time‑vested, at‑the‑market option grants, providing equity alignment without performance metrics; 2024 cash fees $50,119 and option grant value $30,144 reflect modest equity exposure; annual option grant cap increased to 50,000 shares post‑Dec 2024, enhancing alignment but modestly increasing dilution .
- Ownership: Beneficial ownership is small (<1%); exercisable options within 60 days total 14,285 shares; no pledging or related‑party transactions disclosed, reducing conflict risk .
- Board effectiveness: Separation of Chair and CEO, fully independent key committees, and clear committee charters support oversight quality; Compensation Committee held four meetings and Nominating & Corporate Governance held three in 2024, indicating regular engagement .
RED FLAGS / Watch items
- Equity plan dilution: Proposed 5,000,000 share increase raised total overhang from ~11.9% to ~17.5% as of March 10, 2025; while non‑employee director grants are limited, aggregate dilution warrants monitoring ahead of 2025 cycle .
- Consulting relationships: Dr. Zaknoen’s ongoing consulting practice (Zed Strategic Consulting) creates potential for perceived conflicts if counterparties intersect with aTyr’s business; no related‑party transactions disclosed, but continued oversight via Audit Committee related‑party review is prudent .