Dolan Sondhi
About Dolan Sondhi
Independent Class II director; age 54; joined the Passage Bio board in July 2023. Professor of Research in Genetic Medicine at Weill Cornell; Associate Director of the Belfer Gene Therapy Core Facility and Manager for Neurological & Translational Gene Therapy projects. Education: Ph.D. in Chemistry (Brown University); B.Sc. in Chemistry (Honors) (St. Stephen’s College, Delhi University); postdoctoral fellowship at Rockefeller University. Board deemed independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weill Cornell Medicine, Dept. of Genetic Medicine | Professor of Research | 1999–present (various appointments) | Leads neurological and translational gene therapy projects; Associate Director of clinical vector manufacturing (Belfer Gene Therapy Core Facility) |
| Rockefeller University | Postdoctoral Fellow | Prior to 1999 | Research training in chemistry/biomedicine |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Belfer Gene Therapy Core Facility (Weill Cornell) | Associate Director | Ongoing | Clinical vector manufacturing oversight |
| Form Bio | Scientific Advisory Board member | Ongoing | AI-focused gene therapy manufacturing advisory role |
Board Governance
- Committee assignments: Nominating and Governance Committee member; the committee identifies board candidates, oversees board performance evaluation, and advises on corporate governance and ESG matters .
- Independence: Board determined Sondhi is independent (one of seven independent directors out of eight incumbents) under Nasdaq and SEC rules .
- Attendance and engagement: In 2024, the board and each committee met 5 times; each director other than Saqib Islam attended at least 75% of aggregate board and committee meetings—Sondhi met the ≥75% threshold .
- Shareholder support (2025 Annual Meeting): Sondhi re-elected with 26,312,059 For vs. 9,763,138 Withheld; strong support relative to peer nominee .
- Board structure and oversight context: Separate Chair (Maxine Gowen) and CEO (William Chou); lead governance oversight includes cybersecurity via Audit Committee .
| 2025 Annual Meeting Voting Outcomes | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Dolan Sondhi, Ph.D. | 26,312,059 | 9,763,138 | — | 13,591,783 |
| Election: Maxine Gowen, Ph.D. | 26,155,123 | 9,920,074 | — | 13,591,783 |
| Ratify KPMG LLP (FY2025) | 49,459,847 | 70,721 | 136,412 | — |
| Reverse Stock Split Authority (1:5 to 1:50) | 47,038,889 | 2,324,612 | 303,479 | — |
Fixed Compensation
- Director cash retainer (policy): $40,000 annual; Chair of Board +$30,000; Committee Chairs—Audit $15,000; Compensation $10,000 (2024) / $12,000 (2025); Nominating & Governance $8,000; Committee members—Audit $7,500; Compensation $5,000 (2024) / $5,500 (2025); Nominating & Governance $4,000; paid quarterly, pro-rated .
- 2024 Actual (Sondhi): Fees earned/pain in cash $44,000 .
| 2024 Non-Employee Director Cash Compensation (Sondhi) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 44,000 |
Performance Compensation
- Equity compensation policy: New non-employee directors receive an initial option grant valued at $90,000 (2024) vesting monthly over 3 years; continuing directors receive annual option grants valued at $45,000 vesting at 1-year; full vesting on change in control or certain events. 2025 program increased to $110,000 initial and $55,000 annual values; grants are by value (FASB ASC 718), not fixed shares .
- 2024 Actual (Sondhi): Option awards grant-date fair value $36,885; total option awards held as of 12/31/2024: 87,092 .
- Performance metrics: Director equity is time-based vesting; no performance (TSR/EBITDA/ESG) conditions disclosed for directors .
| 2024 Non-Employee Director Equity Compensation (Sondhi) | Details |
|---|---|
| Option Awards (Grant-Date Fair Value) | $36,885 |
| Options Outstanding (12/31/2024) | 87,092 |
| Vesting Terms (Annual Grant) | Vests on one-year anniversary (time-based) |
| Vesting Terms (Initial Grant) | Vests monthly over 3 years (time-based) |
| Change-in-Control Treatment | Equity vests in full upon change in control or certain events |
| 2025 Director Equity Program Terms | Initial Grant | Annual Grant |
|---|---|---|
| Grant Value (by FASB ASC 718) | $110,000 (new directors) | $55,000 (continuing directors) |
| Vesting | Equal monthly over 3 years | One-year cliff |
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Committee/Notes |
|---|---|---|---|
| Form Bio | No | Scientific Advisory Board member | AI-driven gene therapy manufacturing advisory role |
| Weill Cornell Medicine | No | Professor of Research; Associate Director (Belfer Core) | Clinical vector manufacturing responsibilities |
- No other public company directorships disclosed for Sondhi .
- Related-party transactions: None exceeding the lesser of $120,000 and 1% of average total assets since Jan 1, 2022; policy requires Audit Committee review and approval of any related-person transactions .
Expertise & Qualifications
- Deep gene therapy R&D expertise; operational oversight of clinical vector manufacturing; academic leadership in translational neurology projects .
- Education: Ph.D. (Brown), B.Sc. (St. Stephen’s College, Delhi University), postdoc (Rockefeller) .
- Board qualification emphasis: life sciences, biotechnology, and gene therapy research experience .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Composition Detail |
|---|---|---|---|
| Dolan Sondhi, Ph.D. | 28,000 | <1% | Options exercisable within 60 days of 3/19/2025 |
- Hedging prohibition: Company Insider Trading Policy prohibits hedging (e.g., collars, swaps, forwards) for directors and officers .
- Pledging disclosures: No pledging disclosures indicated for Sondhi; none noted in related-party section .
Governance Assessment
- Board effectiveness: Sondhi brings specialized gene therapy and manufacturing oversight to the Nominating & Governance Committee, supporting board evaluation, candidate selection, and ESG oversight; independence affirmed .
- Engagement and investor confidence: Met ≥75% attendance requirement; re-elected with strong shareholder support, indicating confidence in board composition during a period including reverse split authorization .
- Compensation alignment: Director pay is modest and capped by policy, with at-risk equity via options that vest over time; no perquisites or meeting fees; use of independent consultant (Pearl Meyer) mitigates pay inflation risk .
- Conflicts and related-party exposure: No related-party transactions disclosed; external roles at Weill Cornell and Form Bio are advisory/academic—monitor for potential future business dealings that could trigger related-person review but currently no red flags .
- Say-on-Pay: As an emerging growth company, Passage Bio does not hold advisory votes on executive compensation, reducing immediate shareholder feedback on pay but compliant with EGC allowances .
Red flags: None disclosed for Sondhi on attendance, related-party transactions, hedging/pledging, or pay anomalies. Watch items include potential future transactional ties with Weill Cornell’s manufacturing core or Form Bio that would warrant Audit Committee review under related-person policies .