Surbhi Sarna
PenumbraAbout Surbhi Sarna
Independent Class II director of Penumbra, Inc. since July 2019; age 39. Currently CEO and Founder of Collate Software LLC (AI-driven documentation for life sciences). Previously General Partner at Y Combinator (Sep 2020–Jan 2025), founder/CEO of nVision Medical (acquired by Boston Scientific in Apr 2018, where she led commercialization through Jul 2020); earlier roles at BioCardia and Abbott Vascular. BA, University of California, Berkeley. Committee service at PEN: Audit Committee member and Nominating & Corporate Governance (NCG) Committee member; Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| nVision Medical Corp. | Founder & CEO | 2011–Apr 2018 (acquired by Boston Scientific) | Built ovarian cancer early-detection technology; led product development, funding, trials . |
| Boston Scientific (post-acquisition of nVision) | Commercialization lead for nVision tech | Apr 2018–Jul 2020 | Led commercialization of nVision technology within BSX . |
| Y Combinator | General Partner | Sep 2020–Jan 2025 | Early-stage company selection and support (GP role) . |
| BioCardia; Abbott Vascular | Various roles | Not disclosed | Operating experience in healthcare devices . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collate Software LLC | CEO & Founder | Current | AI documentation for life sciences; operating CEO experience . |
| Biora Therapeutics, Inc. (NASDAQ: BIOR; f/k/a Progenity) | Director (public) | Jul 2021–Jul 2023 | Public board experience (ended 2023) . |
| YourChoice Therapeutics (private) | Director | Since late 2021 | Private company board . |
| AOA Diagnostics (private) | Director | Since late 2021 | Private company board . |
Board Governance
- Independence and roles: Independent director; member, Audit Committee and NCG Committee (not committee chair; Audit “financial expert” designation resides with other directors) .
- Attendance: In 2024 the Board held 6 meetings; each director attended ≥75% of Board and committee meetings during their service window (Audit met 5 times; NCG met 4 times) .
- Board structure: Combined Chair/CEO (Adam Elsesser); no lead independent director. Independent directors hold regular executive sessions led by a Presiding Director (Thomas Wilder) .
- Shareholder governance evolution: 2025 proposals to declassify the Board (phase-in beginning 2026) and eliminate supermajority voting—both recommended by the Board (if approved, annual elections start 2028) .
- Say-on-Pay and voting signals: 2024 annual meeting Say‑on‑Pay passed with 29,158,724 For vs 2,085,951 Against (strong support). Ratification of PwC also passed (35,126,335 For). Directors Elsesser and Grewal re-elected. 2025 proxy cites ~93% support in 2024 for executive pay program .
Fixed Compensation
| Component (Director) | Amount / Detail | Period | Source |
|---|---|---|---|
| Annual cash retainer | $54,000 | 2024 | |
| Audit Committee member fee | $10,000 | 2024 | |
| NCG Committee member fee | $5,000 | 2024 | |
| Total cash paid (S. Sarna) | $69,000 | 2024 | |
| Annual RSU grant (units) | 665 RSUs (granted Feb 16, 2024) | 2024 | |
| Annual RSU grant (grant-date fair value) | $179,922 (valued at $270.56 close on 2/16/2024) | 2024 | |
| Total 2024 Director Compensation (S. Sarna) | $248,922 (cash + stock) | 2024 | |
| Policy change (effective 1/1/2025) | Cash retainer increased to $60,000; Chair retainers raised (Comp $18,250; NCG $15,000) | 2025 |
Notes: Director RSUs vest quarterly during the grant year; no per-meeting fees .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-conditioned director pay | None disclosed; non-employee director equity is time-vested RSUs (no financial/ESG metrics). Directors are not in the executive PSU program . |
Other Directorships & Interlocks
| Category | Company | Role | Dates | Notes |
|---|---|---|---|---|
| Current public boards | None disclosed | — | — | — |
| Prior public boards | Biora Therapeutics, Inc. | Director | Jul 2021–Jul 2023 | Ended 2023; no interlocks disclosed at PEN . |
| Private boards | YourChoice Therapeutics | Director | Since late 2021 | Private company . |
| Private boards | AOA Diagnostics | Director | Since late 2021 | Private company . |
No related-party transactions involving Ms. Sarna were disclosed; NCG Committee oversees related-party review, and none >$120,000 since Jan 1, 2024 other than a CEO family employment item unrelated to Ms. Sarna .
Expertise & Qualifications
- Entrepreneur/Operator: Founder/CEO who led nVision through development, trials, and exit; commercialization leadership at Boston Scientific .
- Technology orientation: CEO of Collate Software LLC (AI for life sciences documentation); venture investing experience as GP at Y Combinator, enhancing innovation oversight .
- Healthcare device domain knowledge: Prior roles at BioCardia and Abbott Vascular .
- Governance/Committee experience: Audit and NCG committee member at PEN; not designated as an “audit committee financial expert” (designation held by O’Rourke and Wilder) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Surbhi Sarna | 3,146 | <1% | Mar 31, 2025 | As reported in beneficial ownership table . |
| Prior year reference | 2,461 | <1% | Mar 31, 2024 | Prior proxy disclosure . |
Additional alignment and safeguards:
- Director stock ownership guideline: ≥3x annual cash retainer; all non-employee directors met the guideline as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and employees (no pledging allowed) .
- Unvested director awards: None outstanding as of Dec 31, 2024 (annual RSUs vested quarterly during 2024) .
Governance Assessment
Strengths and positive signals
- Independent director with relevant operating, commercialization, and early-stage innovation expertise; serves on two key governance bodies (Audit and NCG), supporting oversight breadth .
- Strong ownership alignment mechanisms: mandatory director ownership guideline met by all non-employee directors; anti-hedging/anti-pledging policy in place .
- Transparent, modest director cash fees; equity via time-vested RSUs aligns with long-term stockholder value without encouraging short-term risk-taking .
- Shareholder-friendly governance trajectory: Board-backed proposals to declassify the Board and remove supermajority voting; robust Say‑on‑Pay support (~93% in 2024) signals investor confidence in governance and pay programs .
Watch items / potential concerns
- Board leadership: Combined Chair/CEO and absence of a lead independent director; mitigated partly by a Presiding Director and regular independent executive sessions .
- Financial expert status: While on Audit, Ms. Sarna is not designated an “audit committee financial expert” (others on committee are), which may moderate perceived financial reporting oversight depth for her specific background .
No red flags identified for Ms. Sarna
- No related-party transactions, loans, or pledging by Ms. Sarna disclosed .
- Meets independence requirements; attendance threshold met (Board-wide compliance) .
- Director compensation is standard for peers; no unusual guarantees, tax gross-ups, or meeting fees .
Operational context for analysts
- Committee workload context: Audit (5 meetings in 2024) and NCG (4 meetings in 2024) indicate meaningful engagement cadence; Board met 6 times in 2024 .
- Compensation committee uses independent consultant Compensia; independence reaffirmed in 2025—supports broader governance quality though Ms. Sarna is not on Comp Committee .
Overall: Ms. Sarna’s entrepreneurial and device commercialization background, plus Audit/NCG roles and compliance with alignment policies, support governance quality and investor confidence. Primary governance structural watch item remains the combined Chair/CEO without a lead independent director; 2025 proposals to declassify the Board and eliminate supermajorities are positive steps toward enhanced accountability .