Jay Venkatesan
About Jay Venkatesan
Jay R. Venkatesan, M.D., is a Class III director of Elicio Therapeutics (ELTX), serving on the board since June 2023; he is 53 years old, with an M.D. (University of Pennsylvania), M.B.A. (Wharton), and B.A. (Williams College) . He is not considered independent at ELTX due to prior service as Angion’s CEO within the past three years; his current ELTX board term runs through the 2026 annual meeting . His credentials span biotech leadership (CEO/President), healthcare investing (hedge fund and venture), and strategic consulting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angion Biomedica Corp. (pre-merger) | President & CEO; Chairman of Board | May 2018–Jun 2023 (CEO/Pres); Jan 2022–Jun 2023 (Chair) | Led through merger into Elicio; prior exec status drives non-independence at ELTX |
| Alpine Immune Sciences | Co‑Founder & President; CEO (2015–2016) | Jul 2015–Aug 2018 (President); Jul 2015–Jun 2016 (CEO) | Company later acquired by Vertex; board service until 2022 |
| Alpine BioSciences | Founder & CEO | Jan 2014–Aug 2014 | Acquired by Cascadian Therapeutics |
| Ayer Capital | Founder & Managing Member | Jan 2008–Jul 2015 | Global healthcare investment fund |
| Brookside Capital (Bain Capital) | Director (co-managed healthcare investments) | ~6 years (pre-2008) | Institutional investment experience |
| McKinsey & Company | Consultant | Prior to investing roles | Strategic advisory experience |
| Apax Partners | Venture Investor | Prior to Ayer Capital | Venture track record |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Serina Therapeutics, Inc. (public) | Director; Audit Committee Chair | Since Mar 2025 | Audit chair leadership; governance exposure |
| Zylem Biosciences (private) | Director | Since 2018 | Private biotech board |
| Alpine Immune Sciences (public) | Director (prior) | Jun 2015–Jul 2022 | Public board experience |
| Iovance Biotherapeutics (public) | Director (prior) | 2013–2018 | Oncology focus |
| Cell Biotherapies (private; acquired by Vaxanix) | Director (prior) | 2015–2023 | Transactional outcomes |
Board Governance
- Board class and term: Class III director; continuing in office until the 2026 Annual Meeting .
- Independence: Not independent at ELTX due to executive service at Angion within past three years .
- Committee assignments (ELTX): Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees (no committee markers next to his name) .
- Attendance: Board met seven times in FY2024; each director attended at least 75% of board/committee meetings during their service period .
- Shareholder voting/engagement: 2025 Annual Meeting quorum 70.1%; board nominees elected; auditor ratified (Baker Tilly) .
Fixed Compensation
Director compensation (non-employee director):
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $23,333 | $40,000 |
| Option awards grant-date fair value ($) | $22,427 | $17,148 |
| Total ($) | $45,760 | $57,148 |
Program structure (policy):
- Annual cash retainer: $40,000; Non-Executive Chair additional $35,000 .
- Committee cash retainers: Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $8,000; Nominating member $5,000 .
- Equity: Initial director option (8,200 shares) vesting monthly over 3 years; Annual director option (4,100 shares) vests by next annual meeting/1 year; immediate vesting upon death/disability or change-in-control .
Performance Compensation
- No performance‑based director compensation metrics disclosed (director equity awards are time‑based options) .
Other Directorships & Interlocks
| Company | Type | Relationship/Note |
|---|---|---|
| Serina Therapeutics, Inc. | Public biotech | External Audit Chair role; potential interlock in biotech ecosystem |
| GKCC, LLC (board peer’s entity) | Large shareholder | Not Jay’s entity; related-party financings with GKCC affect governance (change-of-control approvals) |
Expertise & Qualifications
- Education: M.D. (University of Pennsylvania), M.B.A. (Wharton), B.A. (Williams College) .
- Technical/industry: Biotech company leadership, product development oversight, healthcare investing, and strategic consulting .
- Governance qualifications: External audit chair experience; board experience across multiple public/private biotechs .
Equity Ownership
Beneficial ownership and composition:
| Holder/Item | As of Sep 11, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Total beneficial shares | 530,312 (4.92%) | 424,101 (2.6%) |
| Common shares (direct) | 129,581 | 169,270 |
| Trust holdings | 953 (Venkatesan Family Trust) | 953 (Venkatesan Family Trust) |
| Pre‑funded warrants exercisable within 60 days | 200,000 | — (not listed) |
| Common warrants exercisable within 60 days | — | 50,000 |
| Options exercisable within 60 days | 199,778 | 203,878 |
| Director options outstanding | 207,978 (203,878 vested) | — |
- No pledging/hedging: Company Insider Trading Policy prohibits short sales, margin purchases, pledging, and hedging transactions in company securities ; Hedging policy reiterated in 2024 proxy .
- Ownership guidelines for directors: Not disclosed in proxies; no compliance status disclosed .
Governance Assessment
- Independence & committee effectiveness: Not independent as of 2025, limiting eligibility for committee service under Nasdaq and Exchange Act rules (he is not on Audit/Comp/Nominating committees) .
- Engagement: Met attendance threshold; board met seven times in 2024; no attendance concerns disclosed .
- Alignment & skin‑in‑the‑game: Holds a meaningful equity mix of common, warrants, and options; 2.6% beneficial ownership as of March 24, 2025, supporting alignment with shareholders .
- Related‑party exposure: Participated personally (and via affiliated trusts) in July 2024 offering (200,000 pre‑funded warrants plus common warrants; $998,000), approved as related-party transactions and disclosed—oversight by Audit Committee mitigates but signals financing reliance on insiders .
- Historical pay/transition: Received significant retention/severance in 2023 tied to Angion’s Retention Bonus Plan ($2,082,850 plus related benefits), which is historical executive compensation rather than current director pay; investors should note past pay optics in context of merger and transition .
RED FLAGS
- Non‑independence (within three years of executive service), constraining governance roles at ELTX .
- Insider financing participation (July 2024 offering), plus large shareholder GKCC change‑of‑control approvals—potential perceived conflicts and dilution risks; though transparently disclosed and subjected to shareholder approval .
POSITIVES
- Extensive biotech leadership and capital markets experience; external Audit Chair role strengthens governance credentials .
- Documented attendance and board engagement; standard director pay structure with time‑based options (no discretionary cash anomalies) .
Related Party Transactions (Selected)
| Date | Transaction | Jay’s Involvement | Terms/Notes |
|---|---|---|---|
| Jul 2024 | Underwritten public offering (shares, pre‑funded warrants, common warrants) | Purchased 200,000 pre‑funded warrants + accompanying common warrants; aggregate $998,000 | Common warrants exercise at $5.00, 5‑year term; fully disclosed and approved |
| Mar–Aug 2024 | GKCC financings (pre‑funded warrants; $20M convertible note) | Not purchaser; board/stockholder approvals sought due to potential change‑of‑control | Convertible note at $5.81 conversion; change‑of‑control approvals under Nasdaq Rule 5635(b) |
Director Compensation Program Reference
- Policy details for ELTX non-employee directors (cash retainers and option grants) summarized above; see proxies for vesting and change-of-control treatment .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting outcomes: Director nominees elected; auditor ratification passed (11,133,552 For / 29,923 Against / 9,296 Abstain). No say‑on‑pay proposal disclosed for 2025 .
Committee Composition (ELTX, for context)
- Audit: Karen Wilson (Chair), Allen Nissenson, Carol Ashe; all independent .
- Compensation: Carol Ashe (Chair), Allen Nissenson, Robert Ruffolo; all independent .
- Nominating & Corporate Governance: Julian Adams (Chair), Carol Ashe, Karen Wilson; all independent .
Notes
- Insider Form 4 activity for Jay at ELTX is not detailed in the proxies/8‑Ks referenced above; any recent transactions would be captured via Form 4 filings and should be reviewed separately.
- Hedging/pledging prohibitions reduce alignment risk; no pledging of Jay’s shares is disclosed .