Shefali Agarwal
FATE THERAPEUTICSAbout Shefali Agarwal
Independent director since July 2019; age 51 as of April 1, 2025. Currently Chief Executive Officer of Sironax (private biopharma; U.S. and China) since January 2025. Prior roles include President & CEO and Chair at Valerio Therapeutics (Onxeo), board member at Gritstone Bio, and senior clinical leadership at Epizyme, SQZ Biotech, Curis, Tesaro, Covidien, AVEO, Pfizer, and Johns Hopkins. Education: M.P.H. Johns Hopkins University; M.S. (business) University of Baltimore; M.B.B.S. Karnataka University. The Board has determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epizyme, Inc. | EVP, Chief Medical & Development Officer; senior medical advisor; interim CMDO | July 2018–April 2022; ongoing advisor | Led global clinical development and regulatory strategy for tazemetostat |
| SQZ Biotech Inc. | Chief Medical Officer | July 2017–May 2018 | Built and led clinical development org |
| Curis, Inc. | Senior leadership; oversaw Phase 2 study | July 2016–July 2017 | Dual HDAC/PI3K inhibitor program oversight |
| Tesaro, Inc. | Clinical lead | July 2013–Feb 2017 | Led NDA/EMA submissions; supported ZEJULA launch |
| Covidien plc (now Medtronic) | Positions held | Not specified | Clinical/industry roles |
| AVEO Oncology | Positions held | Not specified | Clinical/industry roles |
| Pfizer | Positions held | Not specified | Clinical/industry roles |
| Johns Hopkins University | Led clinical research (Anesthesiology & Critical Care) | Not specified | Academic clinical research leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sironax (private) | Chief Executive Officer | Jan 2025–present | CEO; cross-border ops U.S./China |
| Valerio Therapeutics (Onxeo) | President & CEO; Chair of Board | Apr 2022–Nov 2024; Chair Jun 2021–Nov 2024 | DNA Damage Response oncology focus |
| Gritstone Bio | Director; Chair of Compensation Committee | Jun 2021–Dec 2024 | Comp committee chair role |
| Epizyme, Inc. | Senior medical advisor; interim CMDO | Ongoing | Advisory/clinical leadership |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; Science & Technology Committee chair (advisory committee).
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules; no family relationships among directors or executive officers.
- Attendance: Board held 9 meetings in 2024; each director then in office attended at least 75% of board and committee meetings.
- Board structure: Classified board; Agarwal is a Class III nominee for a term ending 2028 (standing for re-election in 2025).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Non-employee director retainer |
| Nominating & Corporate Governance Committee – Member | $5,000 | Annual committee member retainer |
| Science & Technology Committee – Chair | $12,000 | Annual committee chair retainer |
| 2024 Cash Fees Earned | $57,000 | Actual cash fees reported for 2024 |
Policy updates:
- As of Jan 16, 2025, committee chair/member retainers increased for Audit (Chair $20,000; members $10,000) and Compensation (Chair $15,000; members $7,500). Nominating ($10,000 chair; $5,000 member) and Science & Technology ($12,000 chair; $6,000 member) unchanged.
Performance Compensation
| Equity Element | Grant Size/Value | Vesting | Notes |
|---|---|---|---|
| Annual Option Grant (policy through Jan 15, 2025) | 40,000 options | Vests fully at earlier of 1 year from grant or next annual meeting | Exercise price = FMV at grant; accelerates on certain sale events if not assumed |
| Annual Option Grant (policy from Jan 16, 2025) | 55,000 options | Same as above | Exercise price = FMV at grant |
| Initial Option Grant (new directors, post-2025 policy) | 110,000 options | Monthly over 3 years | For newly appointed/elected directors |
| 2024 Option Award (reported) | $114,923 grant-date fair value | Per award agreements | Aggregate fair value (ASC 718) |
| Change-of-control treatment | Time-based awards vest if not assumed; performance awards deemed at target if not assumed | No single-trigger acceleration unless awards not assumed; no repricing without shareholder approval | 2022 Plan features |
No director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed or used for director equity awards; awards vest on time or meeting annual-meeting date conditions.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Gritstone Bio | Prior director; chaired compensation committee (ended Dec 2024) | No Fate-related transactions disclosed |
| Valerio Therapeutics | Prior President & CEO; Chair (ended Nov 2024) | No Fate-related transactions disclosed |
| Sironax | Current CEO (private) | Time commitment and industry adjacency; Board maintains independence determination |
- Related-party transactions: The proxy discloses a 2024 private placement with Redmile (affiliated with director Michael Lee). No transactions involving Agarwal are disclosed.
Expertise & Qualifications
- Clinical development leadership across oncology/immunology; significant regulatory experience (NDA/EMA) and commercial launch support (ZEJULA).
- Prior C-suite and board chair experience at Valerio; compensation committee chair experience at Gritstone.
- Public health and business training alongside medical degree; international operating experience (U.S./China).
Equity Ownership
| Metric (as of date) | Value | Detail |
|---|---|---|
| Shares owned (common) as of Mar 31, 2025 | 10,490 | Direct beneficial ownership |
| Options exercisable within 60 days (as of Mar 31, 2025) | 96,227 | Included in beneficial ownership total |
| Total beneficial ownership (shares + exercisable options) | 106,717 | Less than 1% of common stock outstanding (114,607,572 shares) |
| Options outstanding (Dec 31, 2024) | 136,227 | Aggregate options held at year-end |
| Pledging/Hedging | Not disclosed | No pledging or hedging disclosed in proxy |
Governance Assessment
- Board effectiveness: Active committee leadership (chairs Science & Technology) and membership (Nominating & Governance) aligned with her scientific and governance expertise; independent status affirmed; attendance thresholds met.
- Alignment: Director compensation skewed toward equity (2024: $114,923 options vs $57,000 cash), supporting shareholder alignment; 2025 policy increases annual option grant to 55,000, modestly raising equity exposure.
- Conflicts: No related-party transactions disclosed involving Agarwal; independence affirmed; no family relationships; beneficial ownership below 1% reduces control concerns.
- Pay policies: Robust plan governance—no repricing without shareholder approval; director award caps ($1,000,000 per year; $1,500,000 first year); clawback policy adopted Nov 2, 2023 (effective Oct 2, 2023) for incentive-based pay upon restatement.
RED FLAGS (none disclosed):
- No disclosed related-party transactions, pledging, hedging, or attendance shortfalls for Agarwal. Potential investor focus areas include her external CEO role (time/attention) and increasing director option grant sizes (dilution), both mitigated by Board independence oversight and plan guardrails.