Dennis Ausiello
About Dennis Ausiello
Dennis Ausiello, M.D. (age 79), has served on Rani Therapeutics’ board since September 2018. He is Director of CATCH at Massachusetts General Hospital, Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School, and Physician‑in‑Chief Emeritus at MGH; he previously served as Chief of Medicine at MGH from 1996 to April 2013. He holds a B.A. in Biochemistry from Harvard College and an M.D. from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Chief of Medicine | 1996–Apr 2013 | Led department; senior clinical leadership |
| Massachusetts General Hospital | Physician-in-Chief Emeritus | Apr 2013–present | Continued advisory leadership |
| Harvard Medical School | Jackson Distinguished Professor of Clinical Medicine | Ongoing | Academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. | Director | Since Apr 2012 | RNAi therapeutics; public company |
| Seres Therapeutics, Inc. | Director | Since Apr 2015 | Microbiome therapeutics; public company |
| Pfizer Inc. | Former Director | Prior service | Large-cap pharma; prior board seat |
Board Governance
- Independence: The board affirmatively determined Dr. Ausiello is independent under Nasdaq rules .
- Current committee assignments (effective Oct 2025): Audit Committee member; Compensation Committee member (chair: Dr. Vasudev Bailey); Nominating & Corporate Governance Committee composed of Bassan (chair), Rometty, Butel .
- Prior FY2024 committee service: Nominating & Corporate Governance Committee member; Board met 8 times in FY2024; each director attended at least 75% of board/committee meetings; committee meetings—Audit (4), Compensation (3), Nominating (2) .
- Board leadership: Chairman (Mir Imran), CEO (Talat Imran); Lead Independent Director (Laureen DeBuono) with defined oversight responsibilities .
- Risk oversight: Risk managed at full board and through committees; Nominating & Governance oversees independence/conflicts; Audit oversees financial risk; Compensation oversees compensation risk .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Cash fees earned | $24,500 | FY2024 director cash retainer/committee fees (reflects 50% reduction approved for 2024 due to financing threshold) |
| Policy baseline (pre-reduction) | Board annual cash retainer $45,000; Lead independent/Chair $35,000; Committee chairs: Audit $20,000, Comp $15,000, N&G $10,000; members: Audit $7,500, Comp $5,000, N&G $4,000 | Reduction of 50% extended through Dec 31, 2025 or until $50M financing threshold met |
Performance Compensation
- Structure: Annual non‑employee director stock option grant fixed at 50,000 shares; initial new‑director grant 100,000 shares; annual options vest by next annual meeting or first anniversary; initial options vest over 3 years; options fully vest upon change in control; exercise price set at grant‑date closing price .
- Option repricing: Board approved repricing of certain outstanding unvested stock options on Dec 16, 2023 to $2.84; Form 4 filings reflect option cancellations/regrants for directors consistent with repricing mechanics (governance caution) ; see Insider Trades table below.
| Grant/Action | Date | Shares | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director option (2024) | 2024-05-29 | 50,000 | $5.00 | Included in FY2024 option value | Vests by next annual meeting/first anniversary |
| FY2024 option awards (aggregate accounting value) | FY2024 | — | — | $183,245 | Accounting fair value for FY2024 director option grant |
| Annual director option (2025) | 2025-05-28 | 50,000 | $0.62 | — | Vests by next annual meeting/first anniversary |
Note: No performance metrics (e.g., TSR, EBITDA) are tied to director compensation; director equity awards are time‑based .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| Alnylam Pharmaceuticals | Biotech (RNAi) | No Rani‑disclosed related‑party transactions with Alnylam; standard external board service – |
| Seres Therapeutics | Biotech (microbiome) | No Rani‑disclosed related‑party transactions with Seres; standard external board service – |
| Pfizer | Pharma | Prior service only; no current Rani‑disclosed transactions |
Expertise & Qualifications
- Senior academic and clinical leadership at MGH; distinguished professorship at Harvard; memberships in Institute of Medicine (NAS) and American Academy of Arts and Sciences .
- Board experience at multiple public biopharma companies; governance and scientific expertise valued by Rani’s Nominating & Governance Committee .
Equity Ownership
| Metric | Amount | Detail/Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 272,009 | Consists of Class A shares underlying options exercisable within 60 days of March 31, 2025; represents <1% of Class A outstanding |
| Non‑corresponding Class A units of Rani LLC | 92,074 | Exchangeable into Class A subject to terms; noted as beneficially owned by Dr. Ausiello |
| Options outstanding at FY2024 year‑end | 272,009 | Aggregate options outstanding as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited | Company insider trading policy prohibits hedging, short sales, margin purchases, and pledging |
| Ownership guidelines | Not disclosed | Corporate Governance Guidelines aim to align interests; no specific director ownership multiple disclosed |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Exercise/Price | Post‑Txn Ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-30 | 2025-05-28 | Award | 50,000 | $0.62 | 50,000 | Director Stock Option | |
| 2024-12-17 | 2024-12-16 | Award | 101,276 | $4.11 | 101,276 | Stock Option | |
| 2024-12-17 | 2024-12-16 | Award | 15,423 | $9.44 | 79,317 | Stock Option | |
| 2024-12-17 | 2024-12-16 | Return to Issuer | 15,423 | $2.84 | 0 | Stock Option | |
| 2024-05-30 | 2024-05-29 | Award | 50,000 | $5.00 | 50,000 | Stock Option | |
| 2023-12-19 | 2023-12-16 | Award | 101,276 | $2.84 | 101,276 | Stock Option | |
| 2023-12-19 | 2023-12-16 | Return to Issuer | 15,423 | $9.44 | 63,894 | Stock Option | |
| 2023-12-19 | 2023-12-16 | Award | 15,423 | $2.84 | 15,423 | Stock Option | |
| 2023-12-19 | 2023-12-16 | Return to Issuer | 101,276 | $4.11 | 0 | Stock Option | |
| 2023-05-30 | 2023-05-25 | Award | 101,276 | $4.11 | 101,276 | Stock Option |
Governance Assessment
- Strengths:
- Independent director with deep clinical and academic credentials; independent determination under Nasdaq rules .
- Active committee roles: currently on Audit and Compensation; prior service on Nominating & Governance; supports board effectiveness and balanced oversight .
- Robust prohibition on hedging/pledging improves alignment; clear committee charters and risk oversight framework .
- Cash fees halved during a constrained capital period, signaling restraint; director equity is standardized and time‑based .
- Watch items / RED FLAGS:
- Option repricing (Dec 16, 2023) reduced exercise prices on outstanding unvested options to $2.84; Form 4s indicate director‑level cancellations/regrants consistent with repricing. Repricing underwater options is a shareholder‑unfriendly signal and merits scrutiny of award governance and rationale .
- Company‑level related‑party concentration (ICL, Mir Imran family), including service agreements, facility occupancy, IP licenses, TRA, and LLC exchange mechanics—while not tied to Ausiello—represent governance complexity and potential conflict risk that the Nominating & Governance Committee must actively manage –.
- Auditor changes and prior 2023 going‑concern explanatory paragraph (EY) underscore enterprise risk during capital‑raising cycles; board oversight quality is critical .
Notes and References
- Independence, board leadership, committees, attendance: .
- Biography, age, education, external boards: .
- Director compensation and policy details: .
- Beneficial ownership and LLC units: .
- Insider trading policy: .
- Committee reconstitution (Oct 2025): .
- Auditor fees and changes; going concern note: .