Shiladitya Sengupta
About Shiladitya Sengupta
Shiladitya Sengupta, Ph.D., age 53, has served on Vyome Holdings, Inc. (NASDAQ: HIND) Board since August 2025; he is a co-founder of Vyome Therapeutics (VTI) and Vyome Biosciences, and a faculty leader across Harvard Medical School, Dana-Farber, MIT HST, and Brigham and Women’s Hospital, with 100+ publications and multiple innovation awards (MIT TR35, DoD Era of Hope Scholar, TED Fellow). Education: BS/MS in medical pharmacology (AIIMS), Ph.D. in pharmacology (Trinity College, University of Cambridge), postdoctoral fellowship in biological engineering (MIT). Tenure began following HIND’s merger with VTI effective August 15, 2025. Core credentials: oncology, nanotechnology, bioengineering, drug design, translational science leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerulean Pharmaceuticals (NASDAQ) | Co-founder | Not disclosed | Listed company co-founder; oncology nanomedicine translation indicated by biography |
| Famygen Inc. | Founding Director | Not disclosed; later acquired by Viatris | Founding director; transaction outcome noted (acquired by Viatris) |
| Vyome Biosciences Pvt Ltd | Founder & Board Member | Since 2011 | Foundational leadership; drug development platform precursor to VTI |
| Vyome Therapeutics, Inc. (VTI) | Co-founder | Not disclosed | Operational subsidiary leadership; R&D pipeline development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Associate Professor of Medicine | Since 2019 | Academic leadership in translational medicine |
| Dana-Farber Cancer Institute | Principal Investigator | Since 2006 | Oncology research; lab leadership |
| MIT HST Program | Faculty Member | Since 2005 | Cross-disciplinary training and research in biomedical engineering |
| Brigham & Women’s Hospital | Director, Center for Engineered Therapeutics | Since 2018 | Center leadership; engineered therapeutics strategy |
| Alyssum Therapeutics (venture-backed) | Co-founder & Director | Since 2019 | Biotech board role |
| India Innovation Research Center | Founder & Board Member | Since 2011 | Non-profit/innovation leadership |
Board Governance
- Board structure: six directors across Class I–III; Sengupta is a Class I nominee elected Oct 28, 2025 to serve until 2028 annual meeting.
- Committee assignments: Audit (Jolly—Chair, Gupta, Tincoff), Compensation (Jolly—Chair, Gupta, Tincoff), Nominating/Governance (Gupta—Chair, Jolly, Pomichter), AI Committee (Gupta, Jolly, Pomichter). Sengupta is not listed on these committees and holds no chair roles.
- Independence: Board determined Gupta, Jolly, Pomichter, and Tincoff are independent; Sengupta is not included in the independent list (indicative of non-independence).
- Attendance/engagement: Each director attended at least 75% of aggregate board and committee meetings; non‑employee directors meet in executive session at each regular board meeting.
- Board designation rights: Certificate amendment grants Sengupta the right to designate two directors, proportionate to voting power—an influence mechanism tied to ownership.
- Annual meeting outcomes: Directors (including Sengupta) elected; equity plan approved; auditor ratified; advisory say‑on‑pay approved (see table).
Fixed Compensation
- Director cash retainers/fees: Post-merger, the Board has not yet approved a formal compensation plan for non-employee directors; reimbursement of reasonable travel/meeting expenses is provided.
| Fixed Director Compensation Elements | Amount |
|---|---|
| Annual Board retainer (post-merger) | Not approved yet |
| Committee membership fees | Not approved yet |
| Committee chair fees | Not approved yet |
| Meeting fees | Not approved yet |
Note: 2024 legacy director retainers (pre-merger board) were disclosed for historical context but do not apply to Sengupta post-merger.
Performance Compensation
- Equity program: 2025 Equity Incentive Plan approved; includes ISOs/NSOs, SARs, RSUs, restricted stock, performance share awards, cash awards, and other equity-based awards; total share reserve 2,000,000 plus evergreen up to the lesser of 15% of fully diluted outstanding, 250,000 shares, or Board-set lesser amount annually starting FY2026.
- Change-in-control terms: Unless an award agreement provides otherwise, single-trigger full acceleration for options/SARs and lapse of restrictions for RS/RSUs; plan administrator may cancel awards and pay out value; underwater options may be canceled without consideration.
- Performance metrics: Plan allows committee‑defined Performance Goals and Periods; no specific quantitative targets disclosed for directors.
| Plan Feature | Detail |
|---|---|
| Share Reserve | 2,000,000 shares + annual increase starting 2026: least of 15% fully diluted, 250,000, or Board-determined lesser amount |
| Eligible Participants | Officers, directors, employees, consultants, and service providers |
| Award Types | ISOs, NSOs, SARs, restricted awards, performance shares, cash, other equity-based awards |
| Performance Awards | Committee sets goals, periods, and earned shares; settlement in stock/cash/other |
| CIC Acceleration | Immediate 100% vesting/exercisability; RS/RSUs restrictions lapse; optional cash/stock payout; cancel underwater options possible |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Alyssum Therapeutics | Private (venture-backed) | Co-founder & Director (since 2019) | No HIND transactional ties disclosed |
| Cerulean Pharmaceuticals | Public (NASDAQ; historical) | Co-founder | No current directorship disclosed; no HIND transactional ties disclosed |
| India Innovation Research Center | Non-profit/Private | Founder & Board Member (since 2011) | None disclosed |
| Famygen Inc. | Private → acquired by Viatris | Founding Director | None disclosed |
Expertise & Qualifications
- Oncology, nanotechnology, bioengineering, therapeutics design; translational record (100+ papers incl. Nature/Cell) and prominent awards (DoD Era of Hope Scholar, MIT TR35, TED Fellow).
- Academic leadership roles at Harvard Medical School, Dana-Farber, MIT HST, and Brigham & Women’s Hospital.
- Foundational biotech entrepreneurship and board roles across Alyssum, Cerulean, Vyome entities.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common + options within 60 days) | 624,520 shares (10.21% of common) |
| Percent of shares outstanding | 10.21% |
| Common shares held | 92 shares |
| Options (fully vested/exercisable) | 624,428 options |
| Anti-pledging / hedging policy | Hedging requires pre-clearance; pledging/margin accounts prohibited |
Insider Trades and Section 16 Filings
| Filing | Filing Date | Transaction Date | Security/Type | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| Form 3 (Initial) | 2025-11-17 | 2025-08-15 (event) | Initial statement | 0 | — | “No securities are beneficially owned.” | |
| Form 4 | 2025-11-17 | 2025-11-13 | Stock Option (right to buy), Award (A) | 624,432 | $0.66 | 624,432 (options) | https://www.sec.gov/Archives/edgar/data/1427570/000121390025111683/0001213900-25-111683-index.htm |
Note: Proxy table shows 92 shares + 624,428 vested options as of the Sept 17, 2025 record date; subsequent Form 4 reflects an option award on Nov 13, 2025. https://www.sec.gov/Archives/edgar/data/1427570/000121390025111683/0001213900-25-111683-index.htm
Fixed Compensation (Director-Specific)
| Component | Detail |
|---|---|
| Cash retainer | Not approved yet post-merger |
| Committee fees | Not approved yet post-merger |
| Chair fees | Not approved yet post-merger |
| Expense reimbursement | Reasonable travel/meeting expenses reimbursed |
Performance Compensation (Director-Specific)
| Element | Detail |
|---|---|
| Equity grant cadence | Not disclosed (post-merger plan approved; future grants at committee discretion) |
| Performance metrics (director awards) | Not disclosed |
| CIC treatment | Single-trigger acceleration unless award provides otherwise |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Class I Directors – Sengupta | 3,955,642 | 1,774 | — | 301,440 |
| 2025 Equity Incentive Plan | 3,766,413 | 184,403 | 6,600 | 301,440 |
| Auditor Ratification (Kreit & Chiu) | 4,248,216 | 10,081 | 559 | — |
| Advisory Say-on-Pay | 3,945,592 | 11,052 | 772 | 301,440 |
Related-Party Transactions (Conflict Risk)
- Consulting agreement: Dr. Sengupta entered into a consulting agreement with VTI effective Jan 1, 2019 at $100,000 per annum (quarterly installments); terminable on 30 days’ notice; he also received VTI stock awards of $151,939 in FY2024. Post-merger, he continues consulting under the same terms until any new agreement is set.
- Independence determination excluded Sengupta, consistent with related-party ties.
Governance Assessment
- Strengths: Deep scientific/clinical expertise; strong academic leadership; significant ownership provides alignment; robust insider trading policy with anti-hedging/anti-pledging; board holds executive sessions at each regular meeting; shareholder support for directors and compensation.
- Risks/Red Flags: Not independent director; material related-party consulting and prior equity awards; designation rights allowing two director seats tied to voting power may concentrate influence; single-trigger CIC acceleration under the 2025 equity plan increases payout sensitivity in transactions.
- Committee effectiveness: Sengupta not currently serving on Audit/Comp/Nom-Gov/AI committees—limits direct role in oversight and compensation policy-setting (could be mitigated by scientific advisory impact elsewhere).
Implications for investors: Governance risk centers on conflicts (consulting payments and influence via designation rights) and non-independence; alignment via substantial ownership and policy safeguards partially offsets. Ongoing monitoring of director compensation structure (once adopted), any related-party transactions, and award grants under the 2025 plan (especially CIC terms) is warranted.