Deepa Prasad
About Deepa Prasad
Independent director of Design Therapeutics (DSGN) since June 2021; age 45; background spans biopharma operations, payor/managed care, and venture investing. Current role: Executive Director, Robinson Life Sciences Business & Entrepreneurship Program at UC Berkeley (since Feb 2023). Education: B.S. University of California, Berkeley; M.B.A. Northwestern University – Kellogg School of Management. The Board affirms she is independent under Nasdaq standards. She attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Berkeley | Executive Director, Robinson Life Sciences Business & Entrepreneurship Program | Feb 2023–present | Academic executive leadership |
| vTv Therapeutics | President & CEO | Oct 2021–Mar 2022 | Biotech executive leadership; short-tenure turnaround context |
| WestRiver Group | Managing Director | Sep 2019–Oct 2021 | Venture investing; portfolio oversight |
| Blue Shield of California | Chief of Staff | May 2018–Aug 2019 | Health insurer operations and strategy |
| Optum | Regional Vice President | May 2017–May 2018 | Provider/payor services operations |
| California Hospital Association | Head of Managed Care | 2014–Dec 2017 | Contracting, managed care policy |
| Coherus Biosciences | VP, Financial Strategy & Business Development | 2012–2014 | Biopharma finance, BD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UC Berkeley | Executive Director, Robinson Life Sciences Business & Entrepreneurship Program | Feb 2023–present | Non-profit/academic role; no disclosed DSGN conflict |
| vTv Therapeutics | President & CEO | Oct 2021–Mar 2022 | Prior public-company executive role; no DSGN interlock disclosed |
Board Governance
- Independence: Board determined all directors except CEO Pratik Shah are independent; Prasad is independent.
- Board leadership: Combined Chair/CEO (Pratik Shah) with Lead Independent Director (Simeon George) overseeing independent director sessions and agenda-setting.
- Meeting attendance: Board met 4 times in 2024; each director attended ≥75% of Board and applicable committee meetings; Prasad attended the 2024 Annual Meeting.
- Committee memberships (current as of proxy filing):
- Audit Committee member (Chair: John Schmid; Schmid is the Audit Committee financial expert).
- Nominating & Corporate Governance Committee member (Chair: Rodney Lappe).
- Committee activity volumes (2024):
- Audit: 4 meetings; Compensation: 2; Nominating & Corporate Governance: 1; R&D: 4.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 47,500 | Actual cash compensation paid as director in FY2024. |
| Policy baseline: Annual Board retainer | 40,000 | Director compensation policy effective Jan 1, 2024. |
| Policy: Committee member retainers | Audit: 7,500; Nominating: 5,000 | Member-level retainers (non-chair). |
| Policy: Committee chair retainers | Audit: 20,000; Comp: 12,000; Nominating: 10,000; R&D: 8,000 | Prasad is not a chair. |
| Policy: Chair of Board retainer | 30,000 | Not applicable to Prasad. |
| Policy: Lead Independent Director retainer | 35,000 | Not applicable to Prasad. |
Performance Compensation
| Equity Item | 2024 Value ($) | Grant Mechanics | Vesting/Performance Terms |
|---|---|---|---|
| Option awards (aggregate grant-date fair value) | 51,980 | Annual non-employee director option grants under 2021 Plan. | Annual grant typically 19,000 options, vest monthly over 12 months; full vesting by first anniversary or next annual meeting; change-in-control accelerates. |
| Options outstanding (as of 12/31/2024) | 79,000 options | Aggregate options held; includes prior grants. | Standard 10-year term; exercise price ≥ fair market value at grant; no director-specific performance metrics disclosed. |
Equity program features: Options priced at fair market value; director grants vest time-based; director options vest fully upon change-in-control; no disclosed TSR/EBITDA/ESG metrics for directors.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed (public company boards) | — | The proxy does not list other public company directorships for Prasad; no interlocks disclosed. |
- Board has significant investor-affiliated directors (SR One via Simeon George; Logos via Arsani William), but no similar affiliation disclosed for Prasad.
Expertise & Qualifications
- Financial and operational expertise across biopharma, managed care, and venture investing; cited by the Board as qualifications for DSGN directorship.
- Education: B.S. UC Berkeley; MBA Northwestern Kellogg.
- Diversity: Board reports 71% of directors are women or racially/ethnically diverse (board-level context).
Equity Ownership
| Holder | Direct Shares | Options exercisable within 60 days | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Deepa Prasad | 20,000 | 77,416 | 97,416 | <1% of 56,768,678 | Beneficial ownership table as of Mar 31, 2025. |
| Pledging/Hedging | — | — | — | — | Company policy prohibits pledging, margin accounts, short sales, options trading, and hedging for directors. |
Insider Trades
| Item | Observation |
|---|---|
| Section 16(a) filings | No delinquent filings disclosed for Prasad in 2024; proxy notes late Form 4s for others (Jeffries, Burgess). |
Governance Assessment
- Strengths
- Independent director with active roles on Audit and Nominating & Corporate Governance—key for financial oversight, related-party review, board composition, and governance policy.
- Attendance compliance (≥75%) and Annual Meeting participation; signals engagement.
- Equity alignment via time-vested options and direct share ownership; anti-hedging/anti-pledging policy supports long-term alignment.
- Watch items
- Actual cash fees ($47.5K) below policy sums implied for dual-committee membership may reflect proration or timing; monitor changes year-over-year for cash vs. equity mix.
- Overall board includes investor-affiliated directors (SR One, Logos); while not involving Prasad, maintain vigilance on related-party oversight (she sits on the Audit Committee overseeing related-person transactions policy).
- RED FLAGS
- None disclosed specific to Prasad: no related-party transactions, no pledging/hedging, no committee chair fees or consultant conflicts tied to her.
Board Governance (Detail)
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | John Schmid | 4 | Schmid is SEC “financial expert”; Audit oversees related-person transactions and cybersecurity. |
| Nominating & Corporate Governance | Member | Rodney Lappe | 1 | Responsible for board composition, independence, conflicts, governance principles. |
| Compensation | Not a member | Arsani William (Chair) | 2 | Meets in executive session; oversees director pay policy and consultant independence. |
| Research & Development | Not a member | Rodney Lappe | 4 | Scientific oversight; not applicable to Prasad. |
Board structure: Combined Chair/CEO with Lead Independent Director; independent directors hold separate sessions and set agendas with Chair—mitigates combined role risks.
Director Compensation Policy (Structural Reference)
| Policy Element | Amount | Vesting/Terms |
|---|---|---|
| Annual Board cash retainer | 40,000 | Paid in cash. |
| Committee member cash retainers | Audit 7,500; Comp 6,000; Nominating 5,000; R&D 7,500 | In addition to Board retainer. |
| Committee chair cash retainers | Audit 20,000; Comp 12,000; Nominating 10,000; R&D 8,000 | In lieu of member retainer. |
| Initial director option grant | 30,000 options | Vest monthly over 36 months; 10-year term; accelerates on change-in-control. |
| Annual director option grant | 19,000 options | Vest monthly over 12 months; full vest by first anniversary or next annual meeting; change-in-control acceleration. |
Options priced at fair market value on grant; no MNPI timing strategies; standard grant calendar used.
Related-Party Transactions (Context)
- The company maintains a robust related-person transactions policy; Audit Committee reviews approvals with independence safeguards.
- Notable transactions involve CEO-associated entities (consulting with Marlinspike; facility lease with Crossing Holdings) and a research consultant (Dr. Ansari); none disclosed involving Prasad.
Equity Plans, Clawbacks, and Change-in-Control Mechanics
- 2021 Equity Incentive Plan governs director options; change-in-control triggers full vesting per policy.
- Dodd-Frank compliant clawback policy implemented (company-wide incentive compensation), supplementing Sarbanes-Oxley requirements.
Final Implications for Investors
- Prasad’s dual membership on Audit and Nominating strengthens governance quality in financial oversight and board composition, with independence confirmed and engagement evidenced.
- Alignment is reasonable via equity and ownership, with hedging/pledging prohibitions; no personal related-party exposure identified.
- Monitor future changes in director cash/equity mix and any shifts in committee roles or meeting loads as indicators of evolving board priorities.