Sumant Ramachandra
About Sumant Ramachandra
Independent Class III director at Lyell Immunopharma since October 2024; age 56. Former CEO of ImmPACT Bio USA, Inc. (Dec 2021–Oct 2024) and senior R&D leader at Baxter, Pfizer, Hospira and Merck. Holds M.D. and Ph.D. (Rutgers), and MBA (Wharton). Board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmPACT Bio USA, Inc. | Chief Executive Officer; Director | Dec 2021–Oct 2024 | Led company through acquisition by LYEL; appointed to LYEL board at closing |
| Baxter International | Chief Science, Technology and Medical Officer; President, Baxter Pharmaceuticals; Chair, Global Inclusion Council | 2017–2019+ | Enterprise leadership across science/tech; inclusion & diversity leadership |
| Pfizer | SVP, Head of R&D, Pfizer Essential Health; prior oncology/global product dev/medical affairs/business dev/licensing | Various (pre‑2017) | Senior R&D and portfolio responsibilities |
| Hospira (acquired by Pfizer in 2015) | Chief Scientific Officer | 2008–2015 | Scientific leadership through acquisition |
| Merck & Co. | Senior oncology/product dev roles; clinical pharmacologist | Pre‑2008 | Oncology development |
| Massachusetts General Hospital, Harvard Medical School | Intern and resident physician (medical services) | Pre‑2000 | Clinical training |
External Roles
No other public-company directorships disclosed beyond ImmPACT; biography lists operating roles (Baxter, Pfizer, Hospira, Merck) but no current external public board seats.
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (appointed Dec 2024, replacing Hans Bishop). Committee met 4 times in FY2024; Chair is Dr. Otis Brawley.
- Independence: Board determined all non-employee directors (including Ramachandra) are independent; appointment 8‑K confirms independence determination.
- Attendance: Board met 8 times in FY2024; all current directors except Mr. Nelsen attended at least 75% of aggregate Board/committee meetings; executive sessions held regularly.
- Board risk oversight: Audit Committee oversees financial, compliance and cybersecurity risks; Nominating & Governance oversees governance, ESG and healthcare/compliance programs; Compensation oversees risk in pay design.
Fixed Compensation
| Component | Policy Terms | FY2024 Actual (Ramachandra) |
|---|---|---|
| Annual Board cash retainer | $50,000 for non-employee directors (Lead Independent: $80,000; Board Chair: $85,000) | $8,709 (pro‑rated for Oct–Dec 2024; appointed to committee in Dec 2024) |
| Committee member fee | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 (chair fees: $20,000/$15,000/$10,000 respectively) | Included in pro‑rated FY2024 cash fees (member, Nominating & Governance) |
Performance Compensation
| Equity Vehicle | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Non-employee director stock option (initial appointment) | Oct 31, 2024 | 260,000 | 168,558 | 36 equal monthly installments from appointment date, contingent on continued service | All outstanding director equity awards fully vest immediately prior to closing of a Change in Control, subject to continuous service |
| Annual non-employee director option (structure) | Annual meeting each year | Lesser of Black-Scholes $300,000 or 130,000 shares | Policy-defined | Vests fully at next annual meeting or first anniversary, subject to service | Same as above |
Notes:
- Director equity uses options; no PSUs/RSUs or performance metrics are used for director compensation under the policy.
Other Directorships & Interlocks
- Transaction interlock: Ramachandra led ImmPACT Bio and joined LYEL’s board at closing of LYEL’s acquisition of ImmPACT. Board affirmed his independence; standard indemnification agreement executed. Monitor potential recusal needs on integration-related decisions per Related Person Transactions Policy.
Expertise & Qualifications
- Medical and scientific credentials (M.D., Ph.D.), oncology and cell therapy experience; senior R&D and operating leadership at Baxter/Pfizer/Hospira/Merck; MBA (Wharton).
- Governance competencies: Nominating & Governance Committee member overseeing corporate governance, ESG and compliance programs.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 243,333 (includes 200,000 held by the Sumant Ramachandra Revocable Trust and 43,333 options exercisable within 60 days of March 31, 2025) |
| Ownership as % of outstanding | <1% (asterisk per table) |
| Options held (total) | 260,000 (initial appointment grant) |
| Insider policy – pledging/hedging | Directors prohibited from hedging, pledging, short sales, derivatives; margin purchase banned. |
Governance Assessment
- Strengths: Independent director with deep biotech R&D and operating experience; adds transaction/integration insight post-ImmPACT acquisition; member of Nominating & Governance overseeing governance/ESG/compliance; attendance threshold met.
- Alignment: Holds 200,000 common shares plus director options; director pay is primarily equity-linked (options) with clear vesting and CoC treatment; hedging/pledging banned, supporting alignment.
- Watch items / potential conflicts: Prior role as ImmPACT CEO creates potential perceived conflict on post-merger integration decisions; Board independence determination and Related Person Transactions Policy mitigate, but monitor recusals if specific related-party items arise.
- RED FLAGS: No related-person transactions disclosed involving Ramachandra; no pledging; no director performance-pay anomalies disclosed.
Overall, governance signals are constructive: independence confirmed; committee service in governance; attendance acceptable; equity ownership present. Continued monitoring is prudent around any ImmPACT-linked transactions and committee deliberations to ensure ongoing robust independence safeguards.