Sandip Kapadia
About Sandip Kapadia
Sandip Kapadia (age 55) is an independent director of Passage Bio (PASG) and Chair of the Audit Committee. He has served on PASG’s board since January 2020, bringing over two decades of biopharma finance leadership, including CFO roles and a U.S. CPA credential; he holds a B.S. in Accounting (Montclair State) and an MBA (Rutgers) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harmony Biosciences Holdings, Inc. | Chief Financial Officer | Mar 2021 – Present | Public company CFO; capital markets, controls |
| Intercept Pharmaceuticals, Inc. | Chief Financial Officer | Jul 2016 – Mar 2021 | Led finance through regulatory and commercial cycles |
| Novartis International AG & affiliates (UK, NL, CH, US) | Various finance leadership roles | ~19 years (prior to 2016) | International finance leadership, risk and controls |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Molecular Partners AG | Director | Public | Since Apr 2020 |
| Alentis Therapeutics AG | Director | Private | Current |
| VectivBio AG | Director (prior) | Public | Oct 2020 – Jul 2023 |
Board Governance
- Committee assignments: Audit Committee Chair; members: Kapadia (Chair), Saqib Islam, Thomas Kassberg .
- Expertise: Determined “audit committee financial expert” per Item 407(d)(5)(ii) of Regulation S-K; financially literate .
- Independence: Board determined Kapadia is independent under Nasdaq and SEC rules .
- Attendance and engagement: In 2024, the board held five meetings; Audit Committee held five; each director other than Saqib Islam attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee report: Recommended inclusion of 2024 audited financials in the 2024 Form 10-K; affirmed auditor independence (KPMG LLP) .
- Related-party controls: Audit Committee reviews and approves related-person transactions under a written policy; no related-party transactions above the threshold since 2022 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual board retainer | 40,000 | Non-employee director cash retainer |
| Audit Committee Chair fee | 15,000 | Chair premium |
| Total cash (2024 actual) | 55,000 | Matches director compensation table |
| Component (2025 Program) | Amount ($) | Notes |
|---|---|---|
| Annual board retainer | 40,000 | Paid quarterly, pro-rated for partial service |
| Audit Committee Chair fee | 15,000 | Chair premium |
| Equity (annual option value) | 55,000 | Annual grant value; vests on 1-year anniversary |
| New director initial option value | 110,000 | Vests monthly over 3 years |
Policy safeguards: Director compensation peer group annually reviewed by independent consultant (Pearl Meyer), percentile caps and market-cap limitations (if PASG market cap < $100M, average non-employee director compensation capped at $125,000 excluding initial grants) .
Performance Compensation
| Equity Award Type | Grant Value Basis | Vesting | Change-in-Control Provision | 2024/2025 Values |
|---|---|---|---|---|
| Annual director stock option | Designated grant date fair value | Vests on 1-year anniversary | Full vesting upon change-in-control or certain events | $45,000 (2024), $55,000 (2025) |
| New director initial stock option | Designated grant date fair value | Vests monthly over 3 years | Full vesting upon change-in-control or certain events | $90,000 (2024), $110,000 (2025) |
No performance metrics (e.g., TSR, revenue) are attached to director equity awards; grants are value-based with standardized vesting schedules .
Other Directorships & Interlocks
| Company | Overlap with PASG | Potential Interlock/Conflict Consideration |
|---|---|---|
| Harmony Biosciences (CFO) | None disclosed | CFO of another public biopharma while PASG Audit Chair; PASG policy requires audit oversight of related-party transactions; PASG discloses no related-party transactions since 2022 . |
| Molecular Partners AG (Director) | None disclosed | No PASG transactions disclosed . |
| Alentis Therapeutics AG (Director) | None disclosed | No PASG transactions disclosed . |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive CFO and multinational finance background .
- Credentials: U.S. Certified Public Accountant (CPA); MBA; BS Accounting .
- Industry experience: Biopharma finance leadership (Harmony, Intercept, Novartis) across geographies .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Sandip Kapadia | 145,828 | * | Options exercisable within 60 days of Mar 19, 2025 (no common stock listed) |
| Options Held (as of Dec 31, 2024) | Count |
|---|---|
| Total option awards held | 193,521 |
- Vested vs. unvested: 145,828 options were exercisable within 60 days of Mar 19, 2025; remaining options correspond to recent annual grants and vest per policy .
- Pledging/hedging: PASG Insider Trading Policy prohibits hedging and restricts pledging (requires compliance officer approval); applies to directors .
- Ownership guidelines: No director stock ownership guidelines disclosed; equity awards granted by value with standardized vesting .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Exercise Price ($) | Post-Transaction Ownership |
|---|---|---|---|---|---|---|
| 2025-05-30 | 2025-05-28 | Award (Option) | Director Stock Option (right to buy) | 201,857 | 0.3598 | 201,857 |
| 2024-05-23 | 2024-05-21 | Award (Option) | Director Stock Option (right to buy) | 47,693 | 1.28 | 47,693 |
- Vesting context: Annual director options vest on the one-year anniversary; initial grants vest monthly across three years; equity fully accelerates on change-in-control .
- Note: PASG effected a 1-for-20 reverse stock split in July 2025, after these awards; split-adjustments apply prospectively to share counts .
Director Compensation (2024 Actual)
| Metric | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 55,000 |
| Option Awards (grant date fair value) | 45,000 |
| All Other Compensation | - |
| Total | 100,000 |
Option awards outstanding by director (as of Dec 31, 2024): Kapadia 193,521 .
Governance Assessment
-
Strengths:
- Independent Audit Chair and designated audit committee financial expert; effective oversight evidenced by formal audit committee report and auditor independence review .
- Structured, capped director compensation program with peer benchmarking and market-cap limitation; clear vesting and change-in-control terms .
- Anti-hedging and controlled pledging policy for directors; robust related-party transaction policy; no related-party transactions since 2022 .
- Attendance met governance thresholds; all directors attended the 2024 annual meeting .
-
Watch items:
- Ownership alignment appears limited (beneficial ownership consists of options; no disclosed common shares), which may reduce “skin in the game” optics versus equity-rich director programs; no explicit director stock ownership guidelines disclosed .
- Time commitments across external roles (public company CFO and multiple boards) could present capacity challenges; however, PASG discloses no interlocks or related party transactions and maintains committee independence .
-
Contextual environment:
- PASG pursued a shareholder-approved reverse split to maintain Nasdaq listing compliance; Audit Committee continues oversight of financial reporting and risk, including cybersecurity .
Appendix: Board & Committee Structure References
- Audit Committee: Kapadia (Chair), Islam, Kassberg .
- Compensation Committee: Countouriotis (Chair), Gowen, Porter .
- Nominating & Governance Committee: Gowen (Chair), Porter, Sondhi .
- Independence determinations: Kapadia independent .
Notes:
* Represents beneficial ownership of less than one percent **[1787297_0001558370-25-004877_pasg-20250528xdef14a.htm:33]**.