Sandeep Laumas
About Sandeep Laumas
Sandeep Laumas, M.D., age 57, has served as an independent director of BioXcel Therapeutics (BTAI) since September 2017; he is currently Audit Committee Chair and a member of the Compensation and Nominating & Corporate Governance Committees . He is Chief Financial Officer (since Feb 2021) and Chief Business Officer (since Jun 2020) of Instil Bio, Inc.; previously an investor and portfolio manager across healthcare, including roles at Goldman Sachs (healthcare IB and equity research), Balyasny (2001–03), and North Sound Capital (2003–07), and founder of Bearing Circle Capital (since 2008) . Dr. Laumas holds an A.B. from Cornell (1990) and an M.D. from Albany Medical College (1995), with a research year at Dana-Farber and an internship at Yale School of Medicine (1996) . The Board designates him an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K and affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Instil Bio, Inc. | Chief Financial Officer | Feb 2021–present | Executive officer; finance leadership |
| Instil Bio, Inc. | Chief Business Officer | Jun 2020–present | Business development/strategy |
| Bearing Circle Capital | Founder/Manager | Since 2008 | Healthcare-focused investment partnership |
| North Sound Capital | Managing Director | 2003–2007 | Led global healthcare investment portfolio |
| Balyasny Asset Management | Analyst | 2001–2003 | Healthcare investing |
| Goldman Sachs & Co. | Healthcare IB, later equity research | Began 1996 | Healthcare banking and research experience |
| 9 Meters Biopharma, Inc. | Executive Chairman | 2014–2020 | Board leadership |
| 9 Meters Biopharma, Inc. | Chief Executive Officer | 2019–2020 | Operating executive (biotech) |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Unicycive Therapeutics, Inc. | Public | Director | Since 2018 | Committees not disclosed |
| 9 Meters Biopharma, Inc. | Public | Director | 2020–2021 | Prior Executive Chair/CEO roles noted above |
Board Governance
- Independence and designation: The Board affirms Dr. Laumas is independent under Nasdaq rules; he is also designated an “audit committee financial expert” .
- Committee assignments (2025 proxy): Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) .
- Committee responsibilities include financial reporting oversight, risk oversight (including cybersecurity), and related-person transaction review (Audit); and executive/director pay oversight and use of independent consultants (Compensation) .
- Attendance: In 2024, the Board met 12 times; Audit met 4; Compensation met 1; Nominating & Corporate Governance met 1; each incumbent director attended at least 75% of their meetings .
- Board structure: Independent Chair (Peter Mueller) separate from CEO; executive sessions held regularly .
- 2025 Election: Nominee for Class I (term to 2028) at Dec 12, 2025 annual meeting .
Fixed Compensation
| 2024 Director Fee Program (Cash) | Amount ($) |
|---|---|
| Base Board Fee | 60,000 |
| Chair of Board or Lead Independent Director | 35,000 |
| Chair of Audit Committee | 20,000 |
| Chair of Compensation Committee | 15,000 |
| Chair of Nominating & Corporate Governance Committee | 10,000 |
| Member of Audit (non-Chair) | 10,000 |
| Member of Compensation (non-Chair) | 7,500 |
| Member of Nominating & Corporate Governance (non-Chair) | 5,000 |
| 2024 Cash Fees – Dr. Sandeep Laumas | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 92,500 |
| Total Director Compensation (includes equity below) | 112,910 |
Notes: Cash retainers are paid quarterly in arrears and prorated for partial quarters .
Performance Compensation
| 2024 Equity Awards – Program Terms | Details |
|---|---|
| Initial Director Option Grant | 1,875 options on joining; vest in 3 equal annual installments |
| Annual Director Option Grant | 1,062 options at annual meeting; vest in single installment by next annual meeting/1-year anniversary |
| Exercise Price/Term | Strike at fair market value on grant date; 10-year expiration |
| Change-in-Control | All unvested director options vest in full upon a change in control |
| 2024 Equity – Dr. Sandeep Laumas | Amount ($) |
|---|---|
| Option Awards (grant-date fair value) | 20,410 |
| Stock Awards (RSUs/PSUs) | — (none reported) |
No performance-based metrics are disclosed for director equity; director awards are time-based options under the standard non‑employee director program .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Unicycive Therapeutics, Inc. | Director (since 2018) | No BTAI‑disclosed related‑party transactions with Unicycive; Board affirms independence |
| 9 Meters Biopharma, Inc. | Director (2020–2021) | Prior role; not current |
Expertise & Qualifications
- Financial and investing expertise across public and private healthcare, including portfolio management and banking/research experience (Goldman Sachs; Balyasny; North Sound; Bearing Circle) .
- Operating executive experience as CFO/CBO of a public biotech (Instil Bio) .
- Designated “audit committee financial expert,” supporting his role as Audit Chair .
- Education: A.B. Cornell (1990); M.D. Albany Medical College (1995); research at Dana‑Farber; internship Yale (1996) .
- Company cites his “novel industry perspective” in healthcare investments and transactions as qualification for board service .
Equity Ownership
| Ownership (as of dates specified) | Count | Notes |
|---|---|---|
| Beneficial Ownership (Oct 31, 2025) | 14,028 | Options exercisable within 60 days; “*” indicates <1% of outstanding |
| Options Held (Dec 31, 2024) | 14,028 | Aggregate director options |
| Options Exercisable (Dec 31, 2024) | 12,965 | Subset of above |
The beneficial ownership table is computed based on 21,765,678 shares outstanding as of Oct 31, 2025; Dr. Laumas is shown at “*” (less than 1%) .
Governance Assessment
- Board effectiveness and independence: Dr. Laumas is independent, serves as Audit Chair and is designated an audit committee financial expert—an alignment of expertise to role that supports financial reporting oversight and risk management at the committee level .
- Engagement: The board and its committees were active in 2024 (Board: 12; Audit: 4; Compensation: 1; Nominating: 1) with all incumbents meeting at least the 75% attendance threshold, indicating baseline engagement; executive sessions and independent chair structure further support governance processes .
- Compensation mix: His 2024 compensation was primarily cash fees with a smaller option component under the standard non‑employee director program, consistent with role-based retainers and time‑based equity (cash $92,500; options $20,410) .
- Ownership alignment: Beneficial ownership is composed of director options with less than 1% overall ownership, signaling limited “skin in the game” in absolute terms, though consistent with small‑cap biotech director practices and the company’s director option program .
- Conflicts and related parties: The Audit Committee (which he chairs) is charged with related person transaction review; the Board affirms independence of all committee members, and the company reported no non‑audit services by the external auditor in 2023–2024 (supporting auditor independence); no Laumas‑specific related‑party transactions are disclosed in the cited materials .
- Risk indicators: Ongoing stockholder derivative litigation names Dr. Laumas among other directors and officers (typical for board‑wide actions in biotech), indicating litigation overhang; the matters are stayed or being contested and outcomes are uncertain .
- Election status: He is a Class I nominee at the December 12, 2025 annual meeting for a term through 2028, a continuity signal for the Audit Chair role .
RED FLAGS to monitor
- Derivative suits naming directors including Dr. Laumas remain pending/stayed, sustaining headline risk and potential governance scrutiny until resolution .
- Low direct share ownership (beneficial interest via options; <1%) may draw investor questions on alignment, though consistent with program design and small-cap biotech norms .