Ravi Rao
Director at DBVT
Board
About Ravi M. Rao
Independent director of DBV Technologies since May 2021; age 57 as of April 15, 2025. Trained physician-scientist with deep clinical development leadership in biopharma; degrees include BA (Hons) and MB.BCHir from the University of Cambridge, MRCP (London), CCST in Rheumatology, and PhD from Imperial College London . Current external roles include Chief Medical Officer at Sitryx Therapeutics (since 2022) and Venture Partner at SV Health Investors; appointed director of Autolus Therapeutics PLC on April 1, 2024 (member of its Research & Development Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Biomedica | Chief Medical Officer | Mar 2022 – Nov 2023 | Senior clinical leadership in cell/gene therapy |
| Swedish Orphan Biovitrum AB (Sobi) | Head of R&D | Aug 2020 – Jan 2022 | Led specialty biopharma R&D portfolio |
| Aeglea Biotherapeutics Inc. | Chief Medical Officer | Oct 2019 – Aug 2020 | CMO for rare metabolic disease programs |
| GlaxoSmithKline plc | Vice President | 2012 – Oct 2019 | Clinical development/medical affairs leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sitryx Therapeutics | Chief Medical Officer | 2022 – present | Clinical strategy and development |
| SV Health Investors | Venture Partner | n/a | Investment and portfolio advisory |
| Autolus Therapeutics PLC (NASDAQ: AUTL) | Director | Apr 1, 2024 – present | Member, Research & Development Committee |
Board Governance
- Committee assignments: Member, Nominating and Governance Committee (N&GC). N&GC composition includes Maïlys Ferrère, Michael J. Goller (Chair), Ravi M. Rao, and Michel de Rosen; responsibilities cover director renewals/appointments, executive succession planning, and governance oversight .
- Independence: Board determined all directors other than CEO Daniel Tassé are independent under Nasdaq rules; under French law, only Daniel Tassé, Michael J. Goller (Baker Bros.), and Maïlys Ferrère (Bpifrance) are “non‑independent,” implying Rao is independent under both Nasdaq and French governance standards .
- Attendance: In 2024 the Board held 22 meetings; each director attended at least 94% of Board meetings and 100% of their committee meetings. All directors attended the May 16, 2024 Annual General Meeting .
- Executive sessions: Independent director-only sessions are regularly scheduled, typically at each regular Board meeting .
Fixed Compensation
| Component | FY 2024 | FY 2025 Policy |
|---|---|---|
| Annual Board retainer (cash) | $110,229 for Rao | €100,000 per director (excl. Chair & CEO) |
| Committee membership fee | Included in FY24 fees | €5,000 per committee member; Audit Chair €20,000, Comp Chair €10,000, N&GC Chair €10,000 |
| Attendance condition | 100% payout at ≥90% meeting attendance; pro‑rata below 90% | Same attendance linkage |
| Total annual director budget | n/a | Increased from €800,000 to €900,000 (subject to shareholder approval) |
- Policy confirmation: A contemporaneous 8‑K disclosed €100,000 annual retainer and €5,000 Compensation Committee membership for a newly appointed director, consistent with the policy .
Performance Compensation
| Metric/Instrument | Status (Rao) | Terms/Notes |
|---|---|---|
| Non‑employee warrants outstanding | 6,837 warrants held (as of Dec 31, 2024) | Director equity may be granted as share subscription warrants (BSA) at fair market value; no RSUs/options disclosed for non‑employee directors in 2024 |
| Attendance-linked payout metric | Met ≥90% threshold at Board/committees (company-wide) | Director cash compensation scaled to attendance per policy |
No director-specific performance metrics (e.g., TSR, EBITDA) are applied to non‑employee directors; compensation is primarily fixed with attendance gating and occasional equity (warrants) for alignment .
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Context |
|---|---|---|
| Autolus Therapeutics PLC | Director; R&D Committee member | External public company board providing cross‑company R&D insight |
| DBV Nominating & Governance Committee | Member | Committee chaired by Baker Bros. representative (Michael J. Goller); includes Bpifrance representative (Maïlys Ferrère), reflecting investor representation within governance processes |
Expertise & Qualifications
- Clinical leadership across large-cap and specialty biopharma, including GSK, Sobi, Oxford Biomedica; strong translational and regulatory understanding from senior roles .
- Medical and scientific credentials: MRCP (London), CCST in Rheumatology, PhD (Imperial), MB.BCHir and BA (Hons) (Cambridge) .
- Board contribution: DBV cites his clinical development and medical affairs experience as valuable to Board effectiveness .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Instruments |
|---|---|---|---|
| Ravi M. Rao | 6,837 | <1% | Includes warrants or rights exercisable within 60 days |
| Non‑employee warrants held | 6,837 | n/a | Aggregate director warrants as of Dec 31, 2024 |
- Hedging/Pledging: DBV’s Securities Trading Policy prohibits insiders (including directors) from hedging Company securities; pledging is not disclosed .
- Ownership guidelines: Not disclosed for directors in proxy; no pledging reported for Rao .
Insider Trades
| Item | Status |
|---|---|
| Section 16 filings (FY 2024) | No delinquent filings reported for Rao; late filings noted only for Pharis Mohideen (May 29 and Nov 27, 2024) |
| Form 3/4/5 activity | Not disclosed for Rao in proxy; no trades identified in filing set |
Employment & Contracts
| Mandate | Term Expiry | Employment Contract | Service Agreement | Termination Conditions |
|---|---|---|---|---|
| Director | AGM approving FY 2027 accounts | No | No | Revocation per law/case law |
DBV requires directors to ensure other commitments do not materially interfere with Board service .
Governance Assessment
-
Strengths
- Independence under Nasdaq and French law; committee role on N&GC enhances involvement in director selection and succession planning .
- Strong attendance record (≥94% Board; 100% committees) supports engagement and oversight quality .
- Clinical/scientific depth across major and specialty biopharma; external AUTL board role offers broader R&D perspective beneficial to DBV’s pipeline governance .
-
Watch items / potential risks
- Investor representation on N&GC (Baker Bros., Bpifrance) concentrates governance influence among significant shareholders; independent directors like Rao are important counterweights in nomination processes .
- Board remuneration budget increase to €900,000 may attract investor scrutiny on pay inflation; attendance-linked payout helps maintain performance discipline .
- Multiple external roles (Sitryx CMO, SV Health Investors, AUTL director) require time management; DBV policy explicitly requires directors to avoid conflicts with Board duties .
-
Related‑party/conflicts
- No related‑party transactions disclosed involving Rao. 2025 PIPE agreements involved Baker Bros. and Bpifrance and were submitted for shareholder approval; oversight handled via related‑party policy and audit processes .