Abraham Bassan

About Abraham Bassan

Abraham Bassan, age 41, was appointed as a non-employee director of Rani Therapeutics Holdings, Inc. on October 22, 2025, and serves as Chair of the Nominating and Corporate Governance Committee. He is a Partner at Samsara BioCapital (Partner since April 2025; Principal April 2021–April 2025; Vice President July 2017–April 2021), holds a B.A. in Molecular Biology from Princeton University and an M.S. in Developmental Biology from Stanford University, and has deep operating and investing experience in cell therapy, gene therapy, and oncology therapeutics . The company stated there are no family relationships and no material related-party transactions requiring disclosure under Item 404(a) related to Mr. Bassan’s appointment; he will receive standard non-employee director compensation and enter into the company’s standard indemnification agreement .

Past Roles

External Roles

Board Governance

• Board committees were reconstituted at appointment:
  • Audit Committee: Lisa Rometty (chair), Dennis Ausiello, Jean‑Luc Butel .
  • Compensation Committee: Vasudev Bailey (chair), Dennis Ausiello .
  • Nominating & Corporate Governance Committee: Abraham Bassan (chair), Lisa Rometty, Jean‑Luc Butel .
• Non-employee director status confirmed; standard indemnification agreement to be executed .
• Board met 8 times in FY2024; each Board member (then serving) attended at least 75% of meetings of the Board and their committees (contextual, predates Bassan’s appointment) .
• The Board’s governance practices include separation of Chair and CEO and a Lead Independent Director role to reinforce independence; lead independent director empowered for agendas, liaison, and executive session leadership .

Fixed Compensation

• Policy: Annual cash retainer $45,000; additional retainers for chair roles: Board chair/lead independent director $35,000; Audit chair $20,000 (members $7,500); Compensation chair $15,000 (members $5,000); Nominating & Corporate Governance chair $10,000 (members $4,000). Cash is paid quarterly in arrears and pro‑rated for partial months .
• Cash reduction: 50% reduction in non-employee director cash compensation approved for 2024, extended through December 31, 2025 or until the company receives ≥$50 million gross proceeds from equity financing and/or non‑dilutive strategic/licensing/partnering transactions (the “Threshold”) .

Note: On Oct 23, 2025 the company closed a private placement expected to deliver approximately $60.3 million gross proceeds, separate from the policy disclosure .

Performance Compensation

• Policy shift: In March 2024, director option grants moved from grant-date fair value ($300,000 annual; $600,000 initial) to fixed share counts (50,000 annual; 100,000 initial) underlying stock options .
• Initial grant: On Oct 23, 2025, Bassan received a stock option award of 100,000 options at a $2.09 exercise price (Form 4) .

Performance Metrics Tied to Director Compensation

Other Directorships & Interlocks

• Current public company board: Septerna, Inc. (Nasdaq: SEPN) since Nov 2021 .
• Investor designation rights: Samsara BioCapital, where Bassan is a Partner, has contractual rights to designate one director to Rani’s Board while it beneficially owns ≥25% of the securities issued at the private placement closing (including upon warrant exercise) . Bassan was appointed pursuant to these rights .
• Compensation assignment: The purchase agreement permits the Samsara board representative’s compensation to be transferred or assigned to Samsara if required by Samsara policy; the company agrees to cooperate fully with any such assignment .

Expertise & Qualifications

• Molecular and developmental biology training (Princeton B.A.; Stanford M.S.) .
• Operating leadership across cell and gene therapy and oncology programs (bluebird bio, Revolution Medicines, Cargo Therapeutics) .
• Venture investing expertise at Samsara BioCapital (Partner) .
• Governance experience as director at Septerna (public company) .

Equity Ownership

• Insider filings:
  • Form 3 filed Oct 27, 2025 (director) .
  • Form 4 filed Oct 27, 2025 reporting 100,000 stock options granted on Oct 23, 2025 at $2.09, with post‑transaction ownership of 100,000 derivative securities; direct ownership; role “director” .

Pledging/Hedging Policy

• Company policy prohibits hedging, short sales, trading in derivatives, margin purchases, and pledging of company shares for directors, officers, employees, and consultants .

Governance Assessment

• Positive signals:

  • Clear committee leadership: Bassan chairs Nominating & Corporate Governance, aligning with his governance experience .
  • Non-employee director status and standard indemnification; no related-party transactions disclosed upon appointment .
  • Robust board governance framework (separate Chair/CEO; lead independent director with defined responsibilities) and formal committee charters .

• RED FLAGS / Monitoring items:

  • Investor-designation influence: Samsara’s contractual right to designate a director as long as it holds ≥25% of the placement securities creates potential conflicts of interest or perceived misalignment vs minority shareholders; the agreement includes primary indemnification and compensation assignment provisions favoring the investor’s designee .
  • Board reconstitution tied to financing: Director resignations and appointments were effective upon private placement closing, indicating governance changes linked to capital transactions; monitor independence and decision-making dynamics post‑financing .
  • Cash retainer reduction persists through 2025 or until Threshold achieved; subsequent practice not disclosed—investors should watch for changes in cash/equity mix post‑financing .

• Contextual governance changes:

  • The purchase agreement contemplates governance reforms, including reducing Class B voting rights from 10 votes to 1 and terminating the Tax Receivable Agreement, subject to timing and approvals—material to shareholder rights and control balance .