Saira Ramasastry
About Saira Ramasastry
Independent director at Mirum Pharmaceuticals since June 2022; age 49. Managing Partner of Life Science Advisory, LLC (founded 2009); previously investment banker at Merrill Lynch (1999–2009) and analyst at Wasserstein Perella (1997–1998). Education: B.A. in economics (honors, distinction) and M.S. in management science & engineering from Stanford; M.Phil. in management studies from University of Cambridge. Noted for substantial financial markets expertise and experience managing cybersecurity risks as a public company director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Life Science Advisory, LLC | Managing Partner | Apr 2009–present | Strategic advice/business development for life sciences companies |
| Merrill Lynch & Co. | Investment Banker; helped establish biotech practice | Aug 1999–Mar 2009 | M&A, strategic and capital markets transactions |
| Wasserstein Perella & Co. | Financial Analyst (M&A group) | Jul 1997–Sep 1998 | Transaction analysis and execution |
External Roles
| Organization | Role | Type | Notable committees/impact |
|---|---|---|---|
| Vir Biotechnology, Inc. | Director | Public biotech | Board-level oversight |
| Glenmark Pharmaceuticals, Ltd. | Director | Public pharma | Board-level oversight |
| Day One Biopharmaceuticals, Inc. | Director | Public biotech | Experience managing cybersecurity risks |
| Michael J. Fox Foundation | Industry Advisory Board | Non-profit | Advisory role |
| Aspen Institute | Health Innovator Fellow; AGLN member | Non-profit | Leadership network engagement |
| University of Cambridge | Guest lecturer (Bioscience Enterprise Programme) | Academic | Education/mentorship |
Board Governance
- Independence: Board affirmatively determined Ms. Ramasastry is independent; Audit and Compensation Committees also meet SEC/Nasdaq independence standards .
- Committee assignments: Audit Committee (member); Compensation Committee (member). Committee chairs: Audit—Laura Brege; Compensation—Laurent Fischer; Nominating—Timothy Walbert .
- Meeting cadence and attendance: Board met six times in 2024; Audit 5, Compensation 4, Nominating 3. Each director attended at least 75% of the aggregate Board+committee meetings for which they served. Independent directors held four executive sessions in 2024 .
- Risk oversight: Audit Committee oversees major financial risks and cybersecurity risk management processes, receiving annual reports from Information Security leadership; Compensation Committee assesses compensation-related risk; Nominating Committee oversees governance/compliance .
- Board leadership: Independent, non-executive Chair (Michael Grey) with agenda-setting authority; separate committee chairs report to the Board .
- Stockholder engagement: Mirum engaged holders representing >70% of shares in 2024; Board continues to review governance framework (classified board, supermajority voting), noting investor concerns but retaining current structure as appropriate to stage and strategy .
- 2025 vote outcomes: Say-on-Pay received 34,671,826 “For” votes vs. 1,455,143 “Against”; auditor ratification overwhelmingly supported; Class III directors elected (Ramasastry not up in 2025) .
Fixed Compensation (Non-Employee Director – FY2024 actuals and policy)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $68,750 | Director cash fees, including committee roles |
| Stock Awards ($) | $149,989 | RSUs grant-date fair value (ASC 718) |
| Option Awards ($) | $149,774 | Options grant-date fair value (ASC 718) |
| Total ($) | $368,513 | Sum of cash + equity |
Director Compensation Policy:
- Cash retainers (as of April 2024): Annual director retainer $50,000; additional annual cash retainer: Chair of Board $60,000; Audit Committee member $10,000 (raised to $12,500 in April 2025), Audit Chair $20,000 (raised to $25,000 in April 2025); Compensation Committee member $10,000; Compensation Chair $20,000; Nominating Committee member $5,000; Nominating Chair $10,000 .
- Equity structure (April 2024 policy): Initial director grant with aggregate grant-date fair value $450,000 split 50% options/50% RSUs; annual director grant with aggregate grant-date fair value $300,000 split 50% options/50% RSUs; both granted under 2019 Plan with standard vesting (see below). In April 2025, initial increased to $550,000 and annual to $350,000 .
Performance Compensation (Equity structure and vesting)
| Equity Component | Vesting | Performance Metrics |
|---|---|---|
| Initial Director Option Grant | Vests in 3 equal annual installments over 3 years; accelerates on change in control | None disclosed (time-based) |
| Initial Director RSU Grant | Vests in 3 equal annual installments over 3 years; accelerates on change in control; optional deferral until separation or change in control | None disclosed (time-based) |
| Annual Director Option Grant | Vests on earlier of first anniversary or next annual meeting; accelerates on change in control | None disclosed (time-based) |
| Annual Director RSU Grant | Vests on earlier of first anniversary or next annual meeting; accelerates on change in control; optional deferral until separation or change in control | None disclosed (time-based) |
Additional FY2024 context:
- As of Dec 31, 2024, each non-employee director held RSUs representing 5,703 shares; Ms. Ramasastry held options to purchase 62,279 shares (59,779 from Board service; 2,500 from pre-Board service) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with Mirum |
|---|---|---|
| Vir Biotechnology, Inc. | Biotech | None disclosed |
| Glenmark Pharmaceuticals, Ltd. | Pharma | None disclosed |
| Day One Biopharmaceuticals, Inc. | Biotech | None disclosed; cybersecurity oversight experience |
- Related-party transactions: Proxy does not disclose any related person transactions involving Ms. Ramasastry; Mirum maintains formal review/approval policy for any such transactions >$120,000 and indemnification agreements for directors/officers .
Expertise & Qualifications
- Financial markets and strategic transactions (Merrill Lynch; Life Science Advisory) .
- Cybersecurity oversight experience as a public company director .
- Life sciences domain knowledge; advisory/leadership roles in notable industry and academic organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Saira Ramasastry | 42,167 | <1% | Options exercisable within 60 days: 42,167; direct common shares: none disclosed in footnote |
- Hedging/pledging: Mirum prohibits short sales, options, hedging, and pledging of company stock for all directors/officers/employees .
- Plan administration: Director equity issued under 2019 Plan; option exercise price set at fair market value per plan .
Governance Assessment
- Board effectiveness: Independent director with dual committee roles (Audit and Compensation) aligns with governance best practices, bringing capital markets and cybersecurity oversight to financial reporting and pay decisions .
- Independence & attendance: Independent per Nasdaq standards; attended at least 75% of Board+committee meetings in 2024 alongside peers; independent directors convened four executive sessions—supporting robust oversight .
- Alignment and incentives: Director pay skewed toward equity (RSUs and options) alongside cash fees; clear, time-based vesting and change-of-control acceleration; optional RSU deferral enhances alignment over tenure .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Ms. Ramasastry; Mirum enforces formal approval processes and a Code of Conduct/insider trading policy (including prohibition on speculative trading) .
- Investor confidence signals: Strong say-on-pay support and stable audit firm ratification outcomes; ongoing stockholder engagement, with the Board explicitly reviewing structural defenses in light of investor feedback .
- Red flags: None disclosed specific to Ms. Ramasastry (no hedging/pledging, no related-party transactions, no delinquent Section 16 filings noted); general governance watch items at the company level include classified board and supermajority provisions continuing after review .