Vinita Gupta
PRECIGENAbout Vinita Gupta
Vinita Gupta, age 57, has served on Precigen’s Board since April 2017 and is an independent director. She is CEO of Lupin Limited since 2012, with an MBA from Kellogg and a pharmacy degree from the University of Mumbai, bringing deep pharma operating and regulatory experience to PGEN’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lupin Limited | Chief Executive Officer; Director | CEO since Sep 2012; Director since 2001 | Serves on Lupin’s Risk Management Committee; led US and Europe market entry, M&A and strategy execution . |
| Lupin Pharmaceuticals, Inc. (US subsidiary) | CEO & Chairperson | Since 2003 | US operations leadership and commercialization . |
| Kyowa Pharmaceuticals (Japan) | Director | 2007–2019 (until unit sale) | Oversight pre-divestiture . |
| Lupin (earlier roles) | Various roles | Joined 1993 | Operations, strategy, finance, government relations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kellogg School of Management (Northwestern) | Global Advisory Board Member | Since 2017 | Strategic advisory to business school . |
| Industry recognition | EY Entrepreneur of the Year; Forbes Asia Top 50 Power Business Women | 2015; multiple years | External validation of leadership . |
Board Governance
- Independence: The Board affirmatively determined Gupta is independent under Nasdaq/NYSE and company standards .
- Committee assignments (2024–2025): Audit Committee member; Nominating & Governance Committee member; not a chair .
- Attendance: In 2024, the Board met 11 times; all directors except one attended ≥75% of combined Board/committee meetings—Gupta met this threshold; all directors attended the 2024 Annual Meeting .
- Election support: 2024 shareholder vote for Gupta—For: 146,688,241; Against: 2,052,432; Abstain: 86,539; strong support indicates investor confidence .
- Lead Independent Director: James Turley serves as LID, coordinating independent director activity and executive sessions .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash fees | $56,500 | $63,000 | Includes base and committee retainers per policy (Board member $50k; committee member $6.5k; chair $12.5k) . |
| RSU grant (annual) | $125,000 | $125,000 | RSUs vest in full on one-year anniversary, subject to board service . |
| Option grant (annual) | $125,000 | $125,000 | Annual options fully vested at grant; strike = FMV on grant date . |
| Total | $306,500 | $313,000 | Directors may elect stock in lieu of cash fees . |
| Shares received in lieu of 2024 cash fees | — | 44,055 shares | All directors elected stock for retainers in 2024 . |
Performance Compensation
| Feature | 2024 Annual Director Grants | Vesting / Triggers | Governance Safeguards |
|---|---|---|---|
| RSUs (annual) | $125,000 value | Vest fully at 1-year anniversary; continued service required . | Dividend equivalents only if/when vested; minimum 1-year vesting standard in 2023 Plan; no evergreen; no repricing . |
| Options (annual) | $125,000 value; exercise price = FMV | Fully vested at grant; standard 10-year term . | No discounted options; repricing prohibited without shareholder approval . |
| Initial appointment equity (if applicable) | Options $180,000; RSUs $180,000 | Options: 25% annually over 4 years; RSUs vest at 1 year . | Subject to plan clawback and minimum vesting rules . |
Precigen does not use performance metrics (TSR, revenue, ESG) for director equity grants; director compensation is a fixed retainer plus standardized annual equity (alignment via ownership rather than pay-for-performance) .
Other Directorships & Interlocks
- Lupin Limited: Gupta is CEO and director; Jeffrey Kindler (PGEN Audit Chair) serves on the board of Lupin Inc., a transnational pharmaceutical company—this is a network linkage within Lupin group companies; no related-party transactions with Lupin are disclosed at PGEN .
- Additional PGEN board composition and external ties (e.g., JP Morgan employment of Steven Frank, EY ties of Turley) were evaluated for independence; the Board concluded no impairment to independence for those directors .
Expertise & Qualifications
- Pharma operations and global commercialization; US/EU market entry; M&A execution; risk oversight (Risk Management Committee at Lupin) .
- Regulatory and government relations; strategy; finance and investments .
- Academic advisory experience (Kellogg Global Advisory Board) .
Equity Ownership
| Metric | As of May 15, 2024 | As of Mar 31, 2025 | Notes |
|---|---|---|---|
| Outstanding shares beneficially owned | 455,622 | 579,240 | Includes direct and indirect holdings. |
| Right to acquire within 60 days (options/RSUs) | 540,431 | 623,948 | Exercisable options and RSUs vesting within 60 days counted per SEC rules . |
| Total beneficially owned shares | 996,053 | 1,203,188 | <1% of outstanding in each period . |
| RSUs outstanding | 106,837 (12/31/2023) | 87,412 (12/31/2024) | Year-end outstanding balances. |
| Options outstanding | 438,805 (12/31/2023) | 540,431 (12/31/2024) | Year-end outstanding balances. |
| Shares held via Sharma-Gupta Marital Property Trust | 3,000 | 3,000 | Disclosed affiliate holdings. |
| Ownership guidelines | 5× annual cash retainer; compliance measured annually | As of 12/31/2024, all non-employee directors met or were on track to meet guidelines | Vested but unexercised options (net-exercise basis) count; unvested RSUs do not . |
| Hedging/pledging | Hedging prohibited under Insider Trading Policy | No pledging disclosures for Gupta; no Form 4 hedging flags in proxy | Company-wide policy enforcement . |
Governance Assessment
- Committee effectiveness: Gupta’s roles on Audit and Nominating & Governance place her at the core of financial reporting oversight, ESG policy, board composition/refreshment—these are high-impact governance areas for investor confidence .
- Independence and attendance: Independent status affirmed; ≥75% attendance; participation at annual meeting supports engagement .
- Ownership alignment: Elected to take retainers in stock; substantial options/RSUs outstanding; adheres to 5× retainer ownership guideline (company-wide status) .
- Pay structure: Director pay mix is balanced (cash + equity); annual equity standardized; no performance-linked director metrics; plan-level safeguards include no evergreen, no repricing, minimum vesting, clawback applicability, and restricted dividend equivalents—reducing pay-risk concerns .
- Red flags monitoring: No related-party transactions disclosed for Gupta; company anti-hedging policy in place; high 2024 say‑on‑pay support (96.3%) and strong vote for her re‑election reduce immediate governance risk signals .
Appendix: Policy References Relevant to Director Oversight
- Non‑employee director compensation policy: amounts, vesting, election of stock in lieu of cash .
- Equity ownership guidelines and measurement rules .
- Anti‑hedging policy and compensation recoupment policy adoption .
- 2023 Omnibus Incentive Plan governance best practices (no evergreen; minimum vesting; no repricing; director compensation cap) .