Teresa Marie Bitetti
About Teresa Marie Bitetti
Independent Class II director at Aura Biosciences since March 31, 2025; age 62; MBA (Darden School of Business, University of Virginia) and BA (Wellesley) . The Board determined she is independent under SEC and Nasdaq rules; term expires at the 2026 annual meeting . Appointed to the Compensation Committee effective March 31, 2025 . Senior oncology operator (Takeda Global Oncology President since 2019) with prior commercialization leadership at Bristol Myers Squibb and capital markets experience at Mobil Oil .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Pharmaceutical Company Limited | President, Global Oncology Business Unit; Executive Team member | Since April 2019 | Leads multi‑billion‑dollar oncology portfolio across US/Europe/Japan; operational/commercial leadership |
| Bristol Myers Squibb | SVP & Head Worldwide Oncology Commercialization | 2017–2019 | Global oncology commercialization leadership |
| Bristol Myers Squibb | SVP & Head U.S. Oncology; President & GM BMS Canada; Worldwide Head of Virology | Various roles since 1996 | Commercial leadership across therapeutic areas/geographies |
| Mobil Oil Corporation | Capital Markets Group | Prior to BMS | Oversaw investment of Mobil’s worldwide pension assets |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Osmol Therapeutics, Inc. | Director | Private | Focused on preventing chemotherapy‑induced peripheral neuropathy |
| Takeda Pharmaceutical Company Limited | President, Global Oncology BU | Public (TSE/NYSE ADRs) | Executive, not a director; significant time commitment |
Board Governance
- Classification and term: Class II director; term expires at 2026 annual meeting .
- Independence: Board determined independent under SEC/Nasdaq rules .
- Committees: Compensation Committee member; committee chaired by Giovanni Mariggi, with members Karan Takhar and Teresa Bitetti (joined March 2025); Compensation Committee met 7 times in 2024 .
- Other committees: Not disclosed for Ms. Bitetti; Audit Committee (Srivastava chair) met 7 times; Nominating & Corporate Governance Committee (Mattessich chair) met 3 times in 2024 .
- Attendance baseline: Full Board met 7 times in 2024; all directors attended ≥75% of aggregate meetings except Dr. Parekh; annual meeting 2024 attendance included all directors except Mr. Johnson .
- Board leadership: Chair is David Johnson; CEO/Chair roles separated; risk oversight via committees with periodic full Board reporting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $40,000 | Per Amended and Restated Non‑Employee Director Compensation Policy (June 2024) |
| Compensation Committee member retainer | $5,000 | Member (non‑chair) |
| Committee chair premiums | Audit: $15,000; Compensation: $10,000; Nominating: $8,000 | Ms. Bitetti is not a chair |
| Non‑executive Chair additional retainer | $30,000 | Applies to Board Chair; not applicable to Ms. Bitetti |
| Meeting fees | None disclosed | Policy provides retainers, not per‑meeting fees |
| Indemnification agreement | Standard form executed | As filed on Oct 25, 2021 (S‑1 Exhibit 10.7) |
For service on the Board, Ms. Bitetti is eligible to receive the same cash compensation as other non‑employee directors under the policy .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Strike/Term |
|---|---|---|---|---|
| Initial Stock Option Award | March 31, 2025 | 29,000 options | Equal annual installments over 3 years; vesting ceases upon Board service end | Strike/term per plan; specific price not disclosed in 8‑K |
| Initial RSU Award | March 31, 2025 | 21,000 RSUs | Equal annual installments over 3 years; vesting ceases upon Board service end | N/A |
| Annual equity awards (future) | On annual meeting date (if not in initial award year) | 14,500 options; 10,500 RSUs | Annual awards vest in full on earlier of 1‑year anniversary or next annual meeting | Full acceleration upon sale of the Company |
| Performance Metric | Disclosure |
|---|---|
| Revenue/EBITDA/TSR/ESG metrics for director awards | None; director equity awards are time‑based only (options/RSUs) |
RED FLAG: Director annual awards are subject to full accelerated vesting upon sale of the Company (single‑trigger change‑in‑control on director equity), which can be shareholder‑sensitive from an alignment perspective .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Conflict Notes |
|---|---|---|---|
| Osmol Therapeutics, Inc. | Director | None identified with Aura | No related‑party transactions disclosed; monitor if any future business with Aura |
| Takeda Pharmaceutical Company Limited | Executive (President, Global Oncology BU) | No disclosed Aura transactions | Board states no Item 404(a) related transactions for Ms. Bitetti; independence affirmed; monitor for potential future partnerships/licensing |
Expertise & Qualifications
- Deep oncology commercialization and global P&L leadership (Takeda Global Oncology; BMS oncology leadership) .
- Geographic breadth (US, Europe, Japan) and multi‑therapy portfolio oversight .
- Capital markets experience (Mobil Oil pension investments) .
- Education: MBA (UVA Darden), BA (Wellesley) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of March 31, 2025) | — | No shares reported in principal stockholders table; less than 1% not indicated for Ms. Bitetti |
| Vested vs. unvested | Initial RSUs/options unvested at appointment | RSUs/options vest over 3 years; no 60‑day vesting from March 31, 2025, so not counted as beneficial |
| Pledging/Hedging policy | Prohibited | Company insider trading policy expressly prohibits derivatives and pledging; alignment positive |
| Ownership guidelines | Not disclosed | No director ownership guideline disclosure found in proxy |
Governance Assessment
- Strengths: Independent director with highly relevant oncology commercialization expertise; appointment to Compensation Committee supports pay/governance oversight; company prohibits hedging/derivative transactions and pledging, supporting alignment .
- Compensation alignment: Cash retainer modest; equity mix with options and RSUs vests over time; initial awards create skin‑in‑the‑game; however, director equity fully accelerates upon sale of Company (single‑trigger), which some investors view as misaligned in change‑in‑control scenarios .
- Conflicts/Related‑party risk: Board and company disclose no arrangements, family relationships, or Item 404(a) transactions for Ms. Bitetti; independence affirmed; continue to monitor for any Aura–Takeda dealings given her executive role at Takeda .
- Engagement/attendance: Joined in 2025; no personal attendance record yet; Board met 7 times in 2024, with strong attendance expectations; Compensation Committee met 7 times in 2024 indicating active oversight cadence .
- Process/controls: Related‑party transaction policy overseen by Audit Committee; Compensation Committee uses independent advisor (Pay Governance) and is independently composed; compensation clawback policy adopted for executives per SEC/Nasdaq requirements (note: clawback applies to incentive‑based exec pay) .
No say‑on‑pay voting is required while Aura is an “emerging growth company,” reducing direct shareholder feedback mechanisms on executive compensation in the near term .