Sapna Srivastava
About Sapna Srivastava
Sapna Srivastava, Ph.D., is an independent Class III director of Aura Biosciences, serving since May 2021; she is age 54 as of March 31, 2025, and chairs Aura’s Audit Committee as the Board-designated “audit committee financial expert.” She previously held CFO/strategy leadership roles at eGenesis (interim CFO), Abide Therapeutics (CFO/Strategy), and Intellia Therapeutics, following more than a decade as a senior biotechnology sell-side analyst; she holds a Ph.D. in Neuroscience (NYU School of Medicine) and a B.S. in Microbiology (University of Mumbai) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eGenesis, Inc. | Interim Chief Financial Officer | Mar 2021–Oct 2021 | Led finance during transition; equity financing and strategic direction experience |
| Abide Therapeutics, Inc. | Chief Financial and Strategy Officer | Sep 2017–Jan 2019 | Key role in strategic alliances and M&A; company later acquired by Lundbeck |
| Intellia Therapeutics, Inc. | Chief Financial and Strategy Officer | Apr 2015–Dec 2016 | Led IPO and strategic planning; equity financings |
| Goldman Sachs; Morgan Stanley; ThinkEquity Partners | Senior Biotechnology Analyst | ~10+ years (prior to 2015) | Covered biotech; informs capital markets and governance expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Tourmaline Bio, Inc. (Nasdaq: TRML) | Director | Current | Public company directorship |
| Nuvalent, Inc. (Nasdaq: NUVL) | Director | Current | Public company directorship |
| Alumis, Inc. (Nasdaq: ALMS) | Director | Current | Public company directorship |
| Innoviva, Inc. (Nasdaq: INVA) | Director | Current | Public company directorship |
| VelosBio Inc. | Director | Prior | Johnson previously CEO at VelosBio, indicating past network interlock potential |
| Talaris Therapeutics, Inc. (formerly Nasdaq: TALS) | Director | Prior | Public company board experience |
| SQZ Biotechnologies Company (formerly Nasdaq: SQZ; OTC: SQZB) | Director | Prior | Public company board experience |
Board Governance
- Committee assignments: Audit Committee chair; members include Srivastava, Mariggi, and Mattessich; the Board designated Dr. Srivastava as the “audit committee financial expert” .
- Independence: Aura’s Board determined all directors except CEO Elisabet de los Pinos are independent under Nasdaq and SEC rules; Srivastava is independent .
- Attendance: The full Board met seven times in 2024; each director attended ≥75% of Board/committee meetings except Dr. Parekh. All directors attended the 2024 annual meeting except Mr. Johnson .
- Audit Committee activity: Met seven times in 2024; oversees auditor appointment, financial reporting integrity, internal controls, related-person transactions, quarterly earnings releases, and cybersecurity risk management .
- Board structure: Independent Chair (David Johnson); separation of Chair and CEO roles; Board/committee oversight of enterprise risks .
Fixed Compensation
| Component | Policy Amount | 2024 Actual (Srivastava) |
|---|---|---|
| Board annual cash retainer | $40,000 | $55,000 (includes committee chair fees) |
| Audit Committee chair retainer | $15,000 | Included in cash total |
| Compensation Committee member | $5,000 (member); $10,000 (chair) | Not applicable (not a member) |
| Nominating & Corporate Governance Committee member | $4,000 (member); $8,000 (chair) | Not applicable (not a member) |
| Meeting fees | Not disclosed | Not disclosed |
| Expense reimbursement | Reasonable out-of-pocket reimbursed | Policy disclosure |
Performance Compensation
| Equity Award Type | Grant Structure | 2024 Grants (Value) | Outstanding at 12/31/2024 |
|---|---|---|---|
| Annual RSU Award | 10,500 RSUs vest in full by next annual meeting or 1-year anniversary; subject to continued service; full acceleration upon sale of company | $72,765 grant date fair value | 10,500 unvested RSUs |
| Annual Option Award | 14,500 options; typical vest full by next annual meeting or 1-year anniversary; subject to continued service; full acceleration upon sale of company | $74,616 grant date fair value | 116,149 options outstanding (aggregate) |
| Initial Awards (upon first election) | 21,000 RSUs + 29,000 options; vest in 3 equal annual installments | Not applicable in 2024 | Historical structure |
- Award valuation methodology: Values computed under FASB ASC Topic 718; grant date fair values disclosed; actual realized values depend on share price at settlement/exercise .
- Accelerated vesting: Non-employee director awards fully accelerate upon sale of the Company (single-trigger for directors) .
Other Directorships & Interlocks
- Current public boards: Tourmaline Bio (TRML), Nuvalent (NUVL), Alumis (ALMS), Innoviva (INVA) .
- Past interlock indicator: Srivastava previously served on VelosBio’s board; Aura’s Chair David Johnson was VelosBio’s CEO, indicating historical network overlap though not a current Aura conflict disclosure .
- Related party transactions: Aura reports no transactions >$120,000 since Jan 1, 2023 involving directors with a material interest, other than items disclosed (e.g., Matrix Capital public offering participation), with no transactions identified involving Srivastava .
Expertise & Qualifications
- Financial expertise: Board-designated “audit committee financial expert”; extensive CFO/strategy and capital markets background (IPO execution, alliances, M&A) .
- Education: Ph.D. in Neuroscience (NYU School of Medicine), B.S. in Microbiology (University of Mumbai) .
- Industry experience: Executive roles in biotech; decade-plus as senior biotechnology analyst at leading investment banks .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Sapna Srivastava, Ph.D. | 101,649 | <1% | Options exercisable within 60 days of March 31, 2025 |
| Unvested RSUs (as of 12/31/2024) | 10,500 | n/a | Director annual RSU award outstanding |
| Options outstanding (as of 12/31/2024) | 116,149 | n/a | Aggregate options held |
- Hedging/derivatives: Aura’s Insider Trading Policy expressly prohibits derivative transactions and purchases of derivative securities by directors, officers, employees, consultants, and designated contractors; policy highlights margin/pledging risks but does not state a categorical pledge ban in the proxy .
Governance Assessment
- Independence and role: Srivastava is independent and chairs the Audit Committee, with formal designation as audit committee financial expert—positive for financial oversight quality .
- Engagement: Audit Committee met seven times in 2024; Board met seven times; directors generally met ≥75% attendance thresholds; Srivastava attended the 2024 annual meeting .
- Compensation alignment: 2024 director compensation was equity-heavy (cash $55,000 vs. equity grant-date fair value $147,381), supporting alignment with shareholder outcomes; award structures include standard annual RSU/option grants with service-based vesting and sale-of-company acceleration typical for directors .
- Potential conflicts/time commitments: Multiple concurrent public company directorships (TRML, NUVL, ALMS, INVA) increase time demands; historical overlap with VelosBio leadership (with Aura’s Chair) indicates network interlocks but no related-party transactions involving Srivastava are disclosed .
- Policies and safeguards: Robust audit oversight, related-party transaction review by the Audit Committee, insider trading prohibitions on derivatives, and Board separation of Chair/CEO roles enhance governance confidence .
- Say-on-pay: As an emerging growth company, Aura is not required to conduct say‑on‑pay votes, limiting external NEO pay feedback mechanisms; not directly relevant to director pay but part of overall governance context .
RED FLAGS and Watch Items:
- Single-trigger acceleration for director awards upon sale of the Company (common, but investors should monitor for potential entrenchment pressures) .
- Multi-board service demands; continued monitoring of meeting attendance and audit responsibilities is prudent given workload .
- No director-specific stock ownership guideline disclosures in the proxy; alignment relies on annual equity retainer design rather than formal ownership minimums .