Saira Ramasastry
About Saira Ramasastry
Saira Ramasastry (age 49) is an independent director at Day One Biopharmaceuticals (DAWN), serving since March 2021. She is Managing Partner of Life Sciences Advisory, LLC, and chairs DAWN’s Audit Committee, where the Board has designated her as the Audit Committee Financial Expert. She holds a B.A. in Economics and an M.S. in Management Science & Engineering from Stanford University, and an M.Phil in Management Studies from the University of Cambridge; she is also an Aspen Institute Health Innovator Fellow.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co., Inc. | Investment banker; helped establish biotechnology practice | Aug 1999 – Mar 2009 | Originated M&A, strategic and capital markets transactions |
| Wasserstein Perella & Co. | Financial analyst, M&A group | Jul 1997 – Sep 1998 | Transaction analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vir Biotechnology, Inc. | Director | Since Sep 2019 | Public company board |
| Glenmark Pharmaceuticals, Ltd. | Director | Since Apr 2019 | Public company board |
| Mirum Pharmaceuticals, Inc. | Director | Since Jun 2022 | Public company board |
| Akouos, Inc. | Former Director | 2020 – Dec 2022 | Acquired by Eli Lilly in Dec 2022 |
| Sangamo Therapeutics | Former Director | Jun 2012 – May 2022 | Public company board |
| Cassava Sciences, Inc. | Former Director | Feb 2013 – Jun 2020 | Public company board |
| University of Cambridge (Bioscience Enterprise Programme) | Guest lecturer | Not specified | Academic engagement |
| Aspen Institute | Health Innovator Fellow; AGLN member | Not specified | Leadership network |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee member (current and post-Annual Meeting composition: Ramasastry, Garland, Dable). Ramasastry is designated Audit Committee Financial Expert and all committee members are independent and financially literate. Audit responsibilities include auditor selection/oversight, financial reporting integrity, cybersecurity risk oversight, and approving related-person transactions.
- Independence: The Board determined all directors other than the CEO are independent under SEC and Nasdaq standards.
- Attendance and engagement: In 2024, the Board met 10 times; Audit 4; Compensation 5; Nominating & Corporate Governance 4; each director attended at least 75% of meetings of the Board and applicable committees.
- Leadership structure: Separate Chair (independent) and CEO; regular executive sessions of independent directors with the Chair presiding.
- Related party transaction oversight: Audit Committee reviews and approves related-person transactions under a written policy; no related-party transactions disclosed involving Ms. Ramasastry in the proxy’s “Certain Relationships and Related Party Transactions” section.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $61,750 | Paid quarterly; policy effective July 2024 established standard retainers (see below) |
| Option Awards ($) | $278,600 | Grant-date fair value under ASC 718 |
| Total ($) | $340,350 | Sum of cash + equity grant value |
Director cash retainer policy (effective July 2024):
- Annual cash retainer: $43,500
- Audit Committee Chair: $20,000; Audit Committee member: $10,000
- Compensation Committee Chair: $15,000; member: $7,500
- Nominating & Corporate Governance Chair: $10,000; member: $5,000
- Non-executive Board Chair: $32,500
Performance Compensation
| Award Type | Policy Value Cap (ASC 718) | Vesting Schedule | Acceleration Terms |
|---|---|---|---|
| Initial appointment option grant | Up to $624,000 | 1/36 monthly from grant date | Full acceleration upon a “corporate transaction” (as defined) |
| Annual option grant | Up to $312,000 | 1/12 monthly from grant date | Full acceleration upon a “corporate transaction” |
Outstanding director equity (as of Dec 31, 2024):
| Award Type | Shares/Units Outstanding |
|---|---|
| Options | 186,116 |
| Stock Awards | 40,485 |
Equity grants for non-employee directors are option-centric and time-vested; the proxy does not disclose director performance metrics (TSR/revenue/ESG) tied to director equity.
Other Directorships & Interlocks
| Company | Role | Start | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Vir Biotechnology, Inc. | Director | Sep 2019 | None disclosed with DAWN |
| Glenmark Pharmaceuticals, Ltd. | Director | Apr 2019 | None disclosed with DAWN |
| Mirum Pharmaceuticals, Inc. | Director | Jun 2022 | None disclosed with DAWN |
The proxy’s related party section describes a July 2024 private placement involving AI Day1 LLC and a former DAWN director (Daniel Becker/Access Industries), but it does not identify any transactions involving Ms. Ramasastry.
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Chair; Audit Committee Financial Expert per Item 407(d)(5)(ii).
- Strategic/transactional background: Founding Managing Partner, Life Sciences Advisory; prior investment banking (Merrill Lynch, Wasserstein Perella).
- Industry governance: Multiple public biotech boards (Vir, Glenmark, Mirum).
- Education: Stanford (B.A. Economics; M.S. Management Science & Engineering); Cambridge (M.Phil Management Studies).
- Leadership networks: Aspen Institute Health Innovator Fellow; AGLN member.
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Shares Outstanding (%) | Breakdown |
|---|---|---|---|
| Saira Ramasastry | 223,906 | ~0.22% (223,906 / 101,353,781) | 40,485 shares held directly; 183,421 options exercisable within 60 days |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging of DAWN securities by directors.
- Ownership guidelines: Director stock ownership guidelines not disclosed in the proxy; compliance status not provided.
Governance Assessment
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Strengths
- Independent director with deep capital markets and life sciences expertise; chairs Audit Committee and serves as designated Financial Expert—supports investor confidence in financial reporting and risk oversight.
- Board structure separates Chair and CEO; regular executive sessions bolster independent oversight.
- Strong attendance norms (≥75%) and active committee cadence (Audit met 4 times in 2024).
- Clear related-party transaction policy administered by the Audit Committee; no Item 404 transactions disclosed involving Ms. Ramasastry.
-
Risks/Watch items
- Multiple concurrent public company directorships (Vir, Glenmark, Mirum) may raise “overboarding” concerns for some investors depending on their policies and evolving DAWN demands; monitor workload and meeting attendance disclosures annually.
- Director equity is option-heavy with time-based vesting rather than explicit performance metrics; while typical for directors, it offers less direct pay-for-performance linkage versus performance-conditioned awards.
-
Signals
- Audit Committee chaired by an experienced financial expert and explicitly oversees cybersecurity and related-person transactions—positive governance signal amid increasing regulatory scrutiny.
- Company prohibits hedging/pledging and has adopted a Dodd-Frank-compliant clawback policy for executives, reflecting a broader governance culture aligned with investor interests.