Jean-Luc Butel
About Jean-Luc Butel
Independent director at Rani Therapeutics since April 2021; age 68; seasoned global healthcare executive with extensive board experience at large pharma and life sciences investment firms. Education: B.A. from George Washington University and MBA from Thunderbird School of Global Management. Independence affirmed by the Board under Nasdaq rules; attended at least 75% of Board and applicable committee meetings in FY2024. Current committee memberships: Audit and Nominating & Corporate Governance; previously served as Chair of the Nominating & Corporate Governance Committee in FY2024 before Board reconstitution in Oct 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems, Inc. | Director | Feb 2017 – Apr 2021 | Governance/industry expertise at leading med-tech firm |
| BioMers Pte Ltd. | Director | Jul 2015 – Sep 2019 | Dental product manufacturer; Asia manufacturing exposure |
| Singapore Economic Development Board | Member; Chair, Finance Committee | Jan 2012 – Jan 2018; Chair Mar 2017 – Mar 2018 | Public sector finance/governance experience |
| McKinsey & Company | Senior Advisor, Healthcare Systems & Services | Jul 2015 – Jan 2017 | Strategy and operational advisory |
| K8 Global Pte Ltd. | President & Global Healthcare Advisor | Since Jun 2015 | Healthcare consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Takeda Pharmaceutical Company Limited | Director | Since Jun 2016 | Global pharma board seat |
| Novo Holdings A/S | Director | Since Jun 2017 | Life sciences investment company board seat |
| JanaCare | Director | Since Mar 2019 | Digital health company |
| SG Innovate | Director | Not specified | Listed in nominee summary |
Board Governance
- FY2024 Committees: Audit (Member), Nominating & Corporate Governance (Chair); Board met 8 times; each member attended ≥75% of Board and committee meetings .
- Current (Oct 27, 2025) Committees: Audit (Lisa Rometty, Chair; members Dennis Ausiello, Jean‑Luc Butel); Nominating & Corporate Governance (Abraham Bassan, Chair; members Lisa Rometty, Jean‑Luc Butel); Compensation (Vasudev Bailey, Chair; member Dennis Ausiello) .
- Independence: Board affirmed Mr. Butel as independent; Lead Independent Director is Laureen DeBuono; independent director executive sessions are part of lead independent’s remit .
- Hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, and pledging of shares by directors/officers .
Fixed Compensation
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 31,250 | 183,245 | 214,495 |
- Policy details: Non‑employee director annual cash retainer $45,000; chair/lead independent add’l $35,000; committee retainers (Audit Chair $20,000; Audit member $7,500; Comp Chair $15,000; Comp member $5,000; Nominating Chair $10,000; Nominating member $4,000), with a 50% reduction approved in Nov 2023 and extended through Dec 31, 2025 unless the financing threshold is met .
- FY2024 equity grant basis amended to a fixed number of shares: annual grant of 50,000 options (2024 exercise price $5.00) with vesting at the earlier of one year or next annual meeting; initial grant 100,000 options with 3‑year vesting; director options accelerate upon change in control .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Annual Director Equity | Stock options, time‑based vesting | None disclosed for directors; grants are service‑based, not tied to revenue/EBITDA/TSR |
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock |
|---|---|---|
| Takeda | Public | Large pharma; no related‑party transactions disclosed with Rani |
| Novo Holdings A/S | Private investment | Life sciences investor; no related‑party transactions disclosed with Rani |
| JanaCare | Private | Digital health; no related‑party transactions disclosed with Rani |
| SG Innovate | Public sector/innovation | Not specified in proxy; no transactions disclosed |
Expertise & Qualifications
- Global healthcare operations, investment, and board governance across pharma, med‑tech, and digital health; prior advisory roles at McKinsey; government board finance chair experience .
- Adds strategic partnering insights and international market perspective to Rani’s board .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|---|
| Jean‑Luc Butel | 379,088 | 1% | 0 | 328,588 | Beneficial ownership includes options exercisable within 60 days; company prohibits hedging/pledging |
Governance Assessment
- Independence and engagement: Independent under Nasdaq; served as Nominating Chair in FY2024 and remains active on Audit and Nominating committees post‑October 2025, supporting board refresh and oversight continuity .
- Alignment: Meaningful equity participation via annual option grants; cash fees reduced 50% in 2024–2025, indicating cash conservation and equity‑weighted compensation structure for directors .
- Attendance: Board met 8 times in FY2024 with each member at ≥75% attendance; supports effective oversight .
- Policies: Robust insider trading policy (no hedging/pledging) and clawback policy adopted; Rani is an emerging growth company and not required to hold say‑on‑pay votes, limiting shareholder feedback on comp .
RED FLAGS / Watch items for investors
- Company‑level related‑party exposure: Extensive arrangements with InCube Labs (founder‑controlled) for services, facilities, IP, and tax receivable agreement; while not tied to Butel, ongoing oversight is critical to mitigate conflicts .
- Dual‑class voting control: Founder and affiliates hold a dominant portion of total voting power via Class B shares, which can dilute independent director influence; vigilance on minority shareholder protections is warranted .
- Option repricing history (Dec 16, 2023): Unvested options under equity plans were repriced company‑wide; executive awards explicitly affected; director treatment not specifically disclosed—monitor future director equity modifications for alignment risk .