Sumita Ray, J.D.
About Sumita Ray, J.D.
Independent Class I director since June 2021; age 51 as of April 14, 2025. Re-nominated to serve a term through the 2028 annual meeting. J.D. from Temple University School of Law; B.S. in Microbiology from the University of Arizona; 20+ years’ experience in FDA regulatory and global healthcare law, compliance, product launches, and alliances .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaxxinity (Nasdaq: VAXX) | Chief Legal, Compliance & Administrative Officer; Corporate Secretary | Oct 2023 – Present | Senior legal/compliance leadership |
| Instil Bio (Nasdaq: TIL) | Chief Legal, Compliance & Administrative Officer; Corporate Secretary | Apr 2022 – Jun 2023 | Senior legal/compliance leadership |
| FifthRay Consulting, LLC | Principal and sole member | Nov 2015 – Present | Life sciences consulting |
| Calithera Biosciences (Nasdaq: CALA) | Chief Legal & Administrative Officer (oversaw Legal, Compliance, HR, IT, Facilities) | Sep 2017 – Apr 2022 | Led multi-function administration |
| Pharmacyclics (acq. by AbbVie) | Chief Compliance Officer; Associate GC, Head of Healthcare & Regulatory Law | Apr 2013 – Nov 2015 | Supported global approval/launch of Imbruvica |
Additional earlier in-house counsel roles at Elan Pharmaceuticals, Genentech, and AstraZeneca; began career as litigator at Montgomery, McCracken .
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioTrillion | Advisory Board member | Not disclosed | Healthtech digital biomarkers startup |
| FifthRay Consulting, LLC | Principal | Nov 2015 – Present | Consulting; director cash fees paid to this entity |
| Vaxxinity | CLCAO & Corporate Secretary | Oct 2023 – Present | Public biotech officer role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined all directors except Interim CEO (Hitchcock) and President/COO (Erdtmann) are independent under Nasdaq rules |
| Committees | Audit Committee member; Nominating & Corporate Governance Committee chair |
| Committee activity (FY 2024) | Board met 3x; Audit met 5x; Compensation met 2x; Nominating & Governance met 1x |
| Attendance | Each director attended ≥75% of aggregate board and applicable committee meetings in 2024 |
| Lead Independent Director | Role held by Eric Aguiar, M.D. |
| Audit Committee compliance | Audit Committee temporarily at two members due to Hitchcock’s March 2025 CEO appointment; cure period through Sep 21, 2025 under Nasdaq 5605(c)(4) |
| Hedging/Pledging policy | Prohibits short sales, derivatives/hedging, margin use, and pledging by directors and certain employees |
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Cash fees earned/paid (Sumita Ray) | $50,500 |
| Fee structure (policy) – Non-Employee Director annual retainer | $35,000 |
| Audit Committee member retainer | $7,500 |
| Nominating & Governance Committee chair retainer | $8,000 |
Director cash fee payments for Ms. Ray were made to FifthRay Consulting, LLC .
Performance Compensation
| Equity Award | Grant Value Basis | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Annual option grant (policy) | Black-Scholes value = $185,000 | Vests in full by earlier of first anniversary or immediately prior to next annual meeting (subject to service) | Vests in full immediately prior to a change in control (subject to service) |
| Initial option grant (policy) | Black-Scholes value = $360,000 | Vests 1/36 per month (subject to service) | Vests in full immediately prior to a change in control (subject to service) |
| FY 2024 option award (Sumita Ray) | Grant-date fair value $184,996 | Per policy; options, not performance-based PSUs |
No director performance metrics disclosed for equity awards; director equity is time-based options per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in proxy biography |
| Interlocks/transactions | No related-party transactions >$120,000 since Jan 1, 2024 other than standard compensation; audit committee reviews related-party transactions |
Expertise & Qualifications
- Legal/regulatory leadership across multiple biopharmas; deep FDA and global compliance expertise .
- Advanced education: J.D. (Temple); B.S. Microbiology (University of Arizona) .
- Governance experience: Chairs Nominating & Governance Committee; member of Audit Committee; board deemed independent .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 70,041 shares; less than 1% of outstanding |
| Nature of holdings (within 60 days) | 70,041 shares via options exercisable within 60 days |
| Options outstanding (Dec 31, 2024) | 121,066 options to purchase common stock |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors |
Director Compensation (Comparative context FY 2024)
| Component | Sumita Ray | Notes |
|---|---|---|
| Cash fees | $50,500 | Aligns with $35k base + $7.5k audit member + $8k nom/gov chair |
| Option awards (grant-date fair value) | $184,996 | Annual option grant per policy is set by $185k Black-Scholes value |
Governance Assessment
-
Strengths
- Independent status; chairs Nominating & Governance; sits on Audit—positions central to board effectiveness and oversight .
- Attendance at or above the company’s threshold; active committee calendar (Audit met 5x) indicates engagement .
- Robust insider trading policy banning hedging/pledging supports ownership alignment and investor-friendly practices .
- Clear, formula-based director equity program with standardized vesting; transparent cash retainer structure .
-
Watch items / potential red flags
- Audit Committee composition non-compliant (two members) following CEO appointment; company intends to cure by Sep 21, 2025—monitor remediation timeline and added member’s independence/financial expertise .
- Cash fees paid to a personal consulting entity (FifthRay Consulting, LLC) are disclosed; while common for independent contractors, continue monitoring for any related-party engagements beyond board compensation .
- Company is an “emerging growth company” and not required to hold say‑on‑pay votes—lower direct shareholder feedback on compensation practices until EGC status ends .
-
Overall view
- Ms. Ray’s regulatory/legal background and committee roles are accretive to governance quality and risk oversight. Equity grants are time-based and not performance-conditioned, which is typical for directors; alignment is primarily via option exposure and anti-hedging policy. Temporary audit committee non-compliance is an execution risk to monitor; no material related-party transactions disclosed involving Ms. Ray .