Ajay Royan
About Ajay Royan
Ajay Royan, age 45, is an independent director and has served on Fractyl Health’s Board since 2014; he was appointed independent Chairman of the Board in August 2024. He is founder and Managing General Partner of Mithril Capital Management LLC (since June 2012), holds a B.A. from Yale University, and brings venture investing and multi-board oversight experience, including public company and science advisory roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fractyl Health, Inc. (GUTS) | Director | Since 2014 | Class I director; independent |
| Fractyl Health, Inc. (GUTS) | Chairman of the Board | Since Aug 2024 | Independent Chair; Board leadership, bridge to management |
| Mithril Capital Management LLC | Founder & Managing General Partner | Since Jun 2012 | VC investing in technology; oversight of multiple portfolio boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invivyd, Inc. (public company) | Director | Since Mar 2025 | Public biopharma board seat |
| Adimab, LLC | Director | Current | Private company board |
| Oklo Inc. | Director | Current | Private company board |
| Helion Energy, Inc. | Director | Current | Private company board |
| AppDirect, Inc. | Director | Current | Private company board |
| C2FO | Director | Current | Private company board |
| Oak Ridge National Laboratory | Science Advisory Board member | Current | Science advisory oversight |
| Fulbright Canada | Director | Current | Board of directors |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Board affirmatively determined Royan is independent under Nasdaq and SEC rules . |
| Committees | Audit Committee (member); Nominating & Corporate Governance (member) . |
| Committee Operations | Audit met 5 times in 2024; Nominating & Corporate Governance met 1 time in 2024 . |
| Audit Committee Independence | All members independent under Exchange Act Rule 10A-3; financial literacy; Chair is an audit committee financial expert (Kelly Barnes) . |
| Board Leadership | Independent Chair (Royan) with CEO/Chair separation; structure reviewed periodically and can be modified; executive sessions framework if Chair not independent . |
| Attendance | All current directors attended over 75% of Board and committee meetings in 2024 . |
| Executive Sessions | Regular executive sessions of independent directors at Board meetings; guidelines expect at least twice per year . |
| Policies | Prohibit director/executive hedging or pledging; clawback policy for erroneously awarded executive incentive compensation . |
| Related-Party Oversight | Audit Committee reviews and approves/ratifies related person transactions . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 43,361 | — | 406,035 | — | 449,396 |
Director compensation program (policy amounts):
- Annual cash retainer: $43,500
- Chair of the Board: +$35,000
- Audit Committee: Chair +$20,000; Member +$10,000
- Compensation Committee: Chair +$15,000; Member +$7,500
- Nominating & Corporate Governance Committee: Chair +$10,000; Member +$5,000
- Annual director option grant: 22,500 shares (if serving ≥6 months at annual meeting)
- Initial director option grant: 45,000 shares upon initial election/appointment after IPO
Performance Compensation
| Grant Date | Award Type | Shares | Exercise Price | Grant-Date Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|---|
| Feb 1, 2024 | Non-employee director stock option (IPO grant) | 45,000 | $15.00 | $406,035 (2024 options) | Three equal annual installments following grant (anticipated Feb 1, 2025/2026/2027) | All unvested director options vest in full upon a sale of the Company |
Notes:
- Options expire no later than 10 years from grant; exercise price set at fair market value on grant date .
- Director options are time-based; no performance-conditioned metrics are disclosed for directors .
Other Directorships & Interlocks
| Entity | Relationship | Stake/Role | Notes |
|---|---|---|---|
| Entities affiliated with Mithril | 5%+ stockholder | 6,412,201 shares; 12.8% as of Aug 6, 2025 | Royan is authorized person of Mithril GP LP and sole managing member of Mithril II UGP LLC; investment committees (Royan and Peter Thiel) have shared voting/investment/dispositive power over Mithril entities . |
| Invivyd, Inc. | Public company board | Director since Mar 2025 | External biopharma oversight . |
Expertise & Qualifications
- Venture capital leadership with board experience across technology and energy sectors; founder and Managing GP at Mithril since 2012 .
- Public company governance experience as director at Invivyd, Inc. since March 2025 .
- Science and academic advisory credentials: Oak Ridge National Laboratory Science Advisory Board; Fulbright Canada Board .
- Education: B.A., Yale University .
Equity Ownership
Beneficial ownership progression:
| As-of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Feb 15, 2025 (base shares outstanding: 48,920,221) | 6,427,201 | 13.1% |
| Aug 6, 2025 (base shares outstanding: 50,289,014) | 6,445,102 | 12.8% |
Director equity instruments outstanding:
| As-of Date | Stock Awards (#) | Options (#) |
|---|---|---|
| Dec 31, 2024 | — | 45,000 |
Ownership alignment and restrictions:
- Company prohibits directors and executive officers from hedging or pledging company securities, supporting alignment and risk control .
- Beneficial ownership includes shares where Royan has shared voting/investment power through Mithril entities; details per Schedule 13G footnotes .
Governance Assessment
- Independence and leadership: Royan is an independent director and currently serves as independent Chairman, with the CEO role held separately—supporting Board independence and information flow .
- Committee engagement: Active membership on Audit and Nominating & Corporate Governance; Audit met 5 times and Nominating met 1 time in 2024, with all directors attending >75% of meetings, indicating adequate engagement .
- Compensation alignment: Director pay is standard for a newly public company, with modest cash retainer and time-based options; no performance-conditioned director metrics disclosed; single-trigger full acceleration upon sale of the Company is shareholder-sensitive but common for director awards .
- Potential conflicts/RED FLAGS:
- Significant affiliated ownership: Entities affiliated with Mithril hold ~12.8–13.1% of shares; Royan is a control/authorized person for Mithril GP/UGP, with shared voting/dispositive power—this concentration warrants attention to recusals on related-party matters and robust Audit Committee oversight .
- Prior investor agreements (IRA, Voting Agreement, ROFR/Co-Sale) involved 5% holders and director-affiliated entities pre-IPO, but terminated at IPO—reducing structural influence; continued monitoring advisable .
- Policy safeguards: Prohibitions on hedging/pledging and presence of an executive clawback policy; regular executive sessions of independent directors; Board flexibility to institute a Lead Independent Director if Chair ceases to be independent .
Overall signal: Royan’s independent Chair role and committee participation support Board effectiveness; however, his governance must be balanced against his affiliated 5%+ holder status through Mithril, making Audit Committee procedures and recusals on related-party matters pivotal to investor confidence .