Rajiv Patni
BioXcel TherapeuticsAbout Rajiv Patni
Independent Class II director at BioXcel Therapeutics (BTAI) since January 2025; age 57. CEO of Judo Bio since September 2024; prior Chief Research & Development Officer at Reata (acquired by Biogen in Sept 2023), and Chief Medical Officer roles at Global Blood Therapeutics (Aug 2020–Jun 2023), Portola Pharmaceuticals (Feb–Jul 2020), and Adamas Pharmaceuticals (Jun 2015–Jan 2020). Earlier pharmaceutical leadership at Pfizer, Roche, and Actelion; M.D. from Icahn School of Medicine at Mount Sinai; internal medicine residency and adult cardiology fellowship at Albert Einstein College of Medicine; former attending physician-scientist before industry entry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Judo Bio | Chief Executive Officer | Sep 2024–present | Leads oligonucleotide medicines focused on kidney delivery |
| Reata Pharmaceuticals | Chief R&D Officer | Prior to Sept 2023 (company acquired by Biogen) | Oversaw development at commercial-stage biopharma |
| Global Blood Therapeutics | Chief Medical Officer | Aug 2020–Jun 2023 | Clinical leadership until acquisition by larger company |
| Portola Pharmaceuticals | Chief Medical Officer | Feb 2020–Jul 2020 | Short-tenure CMO role |
| Adamas Pharmaceuticals | Chief Medical Officer | Jun 2015–Jan 2020 | Clinical development leadership until acquisition |
| Pfizer; Roche; Actelion | Various increasing responsibility roles | Earlier career | Big Pharma development and leadership track |
| Albert Einstein College of Medicine | Attending physician-scientist | Prior to industry | Academic clinical/scientific practice |
External Roles
| Organization | Ticker | Role | Start | Notes |
|---|---|---|---|---|
| Quince Therapeutics, Inc. | QNCX | Director | Current | Public company board; internal BTAI interlock exists via director June Bray who also serves on Quince’s board |
| Judo Bio | — (private) | Chief Executive Officer | Sep 2024 | Oligonucleotide therapeutics company |
Board Governance
- Independence: Board determined Rajiv Patni qualifies as independent under Nasdaq rules .
- Board class/term: Class II director; term expires at the 2026 annual meeting .
- Committee memberships: None currently (not a member of Audit, Compensation, or Nominating) .
- Board activity baseline: In 2024, Board met 12 times; Audit met 4; Compensation and Nominating each met 1; each incumbent director attended ≥75% of applicable meetings (Patni joined in 2025, so 2024 attendance baseline does not apply to him) .
- Executive sessions: Independent directors meet regularly in executive session; board leadership split between independent Chair (Peter Mueller) and CEO .
| Committee | Member? |
|---|---|
| Audit | No |
| Compensation | No |
| Nominating & Corporate Governance | No |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Board Fee (cash) | $60,000 | Annual retainer; paid quarterly in arrears and prorated for partial quarters |
| Chair of Board/Lead Independent Director (cash) | $35,000 | Additional annual retainer |
| Audit Committee Chair (cash) | $20,000 | Additional annual retainer |
| Compensation Committee Chair (cash) | $15,000 | Additional annual retainer |
| Nominating Committee Chair (cash) | $10,000 | Additional annual retainer |
| Audit Committee Member (non-Chair) | $10,000 | Additional annual retainer |
| Compensation Committee Member (non-Chair) | $7,500 | Additional annual retainer |
| Nominating Committee Member (non-Chair) | $5,000 | Additional annual retainer |
| Reimbursement | — | Reasonable customary business expenses reimbursed |
| Equity Grant Type | Shares | Vesting | Terms |
|---|---|---|---|
| Initial director stock option | 1,875 | Vests in three equal annual installments after grant | 10-year term; exercise price at fair market value on grant date; full acceleration upon change in control |
| Annual director stock option (if ≥6 months service at meeting) | 1,062 | Vests fully by day before next annual meeting or first anniversary of grant | Same option terms as above |
Note: David Mack had a distinct onboarding package in Nov 2024; Patni is subject to the standard director program above .
Performance Compensation
Directors are compensated via fixed cash retainers and time-based stock options; no performance-based director equity (e.g., PSUs tied to TSR/financial KPIs) disclosed.
| Performance Metric for Director Pay | Target | Outcome |
|---|---|---|
| PSUs / TSR / revenue/ESG metrics | None disclosed for directors | N/A |
Other Directorships & Interlocks
| Counterparty | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| Quince Therapeutics (QNCX) | Patni is a director; BTAI director June Bray also on Quince board | Board-level interlock within BTAI to the same external issuer; monitor for potential information flow or conflicts in overlapping industry decisions |
Expertise & Qualifications
- Therapeutic development leadership across multiple commercial-stage biopharmas; extensive clinical development expertise as CMO and CRDO .
- Medical credentials: M.D. (Mount Sinai); residency and cardiology fellowship (Albert Einstein); physician-scientist experience .
- Big Pharma experience (Pfizer, Roche, Actelion) supports regulatory and late-stage development insight .
Equity Ownership
| Holder | Class | Beneficial Ownership (shares) | % Outstanding | Composition/Notes |
|---|---|---|---|---|
| Rajiv Patni | Director | 938 | <1% | Options to purchase 938 shares vesting within 60 days of Oct 31, 2025 |
- Hedging/Pledging: Company insider trading policy prohibits hedging transactions in company equity; policy designed to prevent insider trading and appearance of impropriety (no pledging language specified). Applies to directors, officers, employees .
- Stock ownership guidelines: Corporate Governance Guidelines address “Stock ownership” for directors, but numeric multiples or thresholds are not disclosed in the proxy .
Governance Assessment
- Independence and objectivity: Confirmed independent; no committee memberships yet—limits formal oversight influence, but reduces immediate conflict exposure .
- Attendance/engagement: 2024 attendance baseline strong for incumbents; Patni’s tenure began in 2025—monitor 2025+ attendance disclosures .
- Compensation alignment: Director pay structure predominately fixed cash plus time-based options; no performance-conditioned director equity—neutral alignment signal; change-in-control accelerates unvested options (standard, but can be shareholder-sensitive) .
- Ownership “skin in the game”: Current beneficial stake limited to 938 options—low alignment by ownership; consider expected accretion from initial/annual option grants over tenure .
- Interlocks: Quince board overlap with BTAI director June Bray—flag for potential conflicts or information flows; ensure recusals on any cross-company matters .
- Related-party transactions: No transactions involving Patni disclosed; company maintains formal related-party approval policy via Audit Committee .
- Section 16 compliance: 2024 late Form 4s listed for certain officers; Patni not cited among late filers—no disclosure of delinquency for him .
RED FLAGS: Limited personal ownership/vested equity to date; board interlock with Quince (monitor for conflict management); director equity fully accelerates on change-of-control which can be shareholder-unfriendly depending on context .
Committee Composition Context (for board effectiveness)
- Audit Committee: Laumas (Chair), Mueller, Miller, Votruba—each deemed independent; all designated financial experts .
- Compensation Committee: Mueller (Chair), Mack, Laumas—independent; authority to retain independent consultants; Radford engaged in 2024; no consultant conflicts found .
- Nominating & Corporate Governance: Mueller (Chair), Bray, Laumas—independent; oversees board evaluations and governance .
Policy Backdrop
- Corporate Governance Guidelines cover independence, executive sessions, stock ownership, conflicts, committee independence, and clawback policy adopted in 2023 per Nasdaq/Rule 10D-1 .
Director Compensation (Peer Context for 2024)
| Director | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Peter Mueller | 130,000 | — | 20,410 | 150,410 |
| Sandeep Laumas | 92,500 | — | 20,410 | 112,910 |
| Michal Votruba | 70,000 | — | 20,410 | 90,410 |
| June Bray | 65,000 | — | 20,410 | 85,410 |
| Michael Miller | 70,000 | — | 20,410 | 90,410 |
| David Mack | 30,000 | 185,619 | — | 215,619 |
Note: Patni joined in 2025; his 2025 compensation will reflect the standard program rather than 2024 figures above .
Insider Trades and Section 16(a) Compliance
| Person | Late Filings Noted for 2024? | Notes |
|---|---|---|
| Rajiv Patni | None disclosed | Late Form 4s disclosed for certain executives; Patni not listed among late filers |
Related Party Transactions (Conflict Screening)
- Asset Contribution & Shared Services with BioXcel LLC; ongoing services charges in 2023–2024; Audit Committee approval under related person policy; no transactions involving Patni disclosed .
Say-on-Pay & Shareholder Votes (Context)
- 2025 proxy includes advisory Say-on-Pay proposal; reverse split authorizations addressed via special meeting (Jan 28, 2025) with approval (27.56M For; 2.52M Against) .
Compensation Committee Analysis (Process)
- Compensation Committee independent; engages Radford (Aon) for peer/plan advice; committee oversees director compensation and clawback policy; no consultant conflicts .
Summary Implications for Investors
- Governance quality supported by independence, established committee structures, and formal policies (clawback, insider trading). Patni brings strong clinical development expertise but currently lacks committee roles and significant ownership—monitor for future committee assignments, equity accumulation, and any Quince interlock implications on decision-making. Director equity acceleration on change-of-control is a watch item for alignment .