Vasudev Bailey

About Vasudev Bailey

• Independent, non-employee director appointed October 22, 2025, effective upon closing of the private placement; age 41; Ph.D. in Biomedical Engineering from Johns Hopkins School of Medicine; B.S. in Biomedical Engineering (minor in Political Science) from UC Irvine; recognized as Siebel Scholar, Medtronic Scholar, Regents Scholar .
• Current role: Founder and General Partner, Anomaly Ventures (since Jan 2025); prior Senior Partner at ARTIS Ventures (Feb 2017–Oct 2024); earlier founded GLG Institute and served as consultant at McKinsey & Company; serves on advisory boards at Johns Hopkins University and UC Irvine .

Past Roles

External Roles

Board Governance

• Committee leadership: Chair, Compensation Committee (appointed Oct 22, 2025) .
• Other committees post-reconstitution: Compensation Committee (Chair: Bailey; members: Bailey, Dennis Ausiello); Audit (Chair: Lisa Rometty; members: Dennis Ausiello, Jean‑Luc Butel); Nominating & Corporate Governance (Chair: Abraham Bassan; members: Lisa Rometty, Jean‑Luc Butel) .
• Appointment context: Named to the Board concurrent with an oversubscribed $60.3M private placement; press release confirmed appointment November 6, 2025 .
• Director status and arrangements: Non-employee director; standard indemnification agreement to be executed; no family relationships or Item 404(a) related‑party interests disclosed for Bailey .
• Investor designation rights: For so long as Anomaly and Samsara each beneficially own ≥25% of securities issued in the private placement (including warrant exercises), each may designate one Board member (Bailey designated by Anomaly) subject to Nasdaq rules .

Fixed Compensation

• Policy basis: Board’s non-employee director compensation policy (amended March 2024; extended cash reductions Nov 2024). Bailey “will receive compensation as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy” (specific grant details for Bailey not disclosed) .
• Cash retainers (policy amounts):
  • Board annual retainer: $45,000
  • Lead independent director: +$35,000
  • Audit chair/member: $20,000 / $7,500
  • Compensation chair/member: $15,000 / $5,000
  • Nominating & Corporate Governance chair/member: $10,000 / $4,000
  • Temporary 50% reduction in cash compensation approved Nov 2023, extended through Dec 31, 2025 or until financing threshold is met .
• Equity (option) policy (amended March 2024 to fixed-share grants):
  • Annual option: 50,000 shares; vests on earlier of first anniversary of grant or next annual meeting; 10-year term; exercise price equals Nasdaq closing price on grant date; accelerates on change of control .
  • Initial option: 100,000 shares; vests 1/3 at first anniversary, then monthly over 36 months; 10-year term; exercise price equals Nasdaq closing price on grant date; accelerates on change of control .
• Reimbursement: Ordinary, necessary, reasonable out-of-pocket travel expenses for in-person meetings .

Note: Company disclosed Bailey will be paid per policy; exact grant dates/option quantities for Bailey not disclosed. Do not infer awards beyond policy .

Performance Compensation

• No director performance-based metrics disclosed; director equity awards vest based on time, not on performance (e.g., revenue/EBITDA/TSR) .

Other Directorships & Interlocks

• Investor designation interlock: Bailey designated by Anomaly Ventures under purchase agreement rights (subject to Nasdaq rules) while Anomaly participated in the private placement; no Item 404(a) transaction interests disclosed for Bailey .
• No other current public company directorships for Bailey specifically disclosed by Rani; general governance capacities across biotech/life sciences companies noted without specifics .

Expertise & Qualifications

• Technical/industry: Biomedical engineering Ph.D.; deep venture investing across life sciences; experience in company formation, strategy, and scientific innovation .
• Advisory roles: Johns Hopkins University and UC Irvine advisory boards .
• Governance competencies: Compensation oversight (as Committee Chair); investor perspective on capital allocation and pay design .

Equity Ownership

• Section 16 filings at appointment: Form 3 filed October 30, 2025 indicates “No securities are beneficially owned” as of event date (Oct 23, 2025) .
• S‑3 signature page confirms Bailey serving as Director as of November 7, 2025 .
• Insider power of attorney executed October 27, 2025 to facilitate future Form 3/4/5 filings .
• Company’s insider trading policy prohibits hedging, short sales, margin purchases, and pledging of Company stock .

Governance Assessment

• Positives:
  • Compensation Committee chaired by an experienced life sciences investor, offering sophisticated oversight of pay structure and incentive alignment .
  • Non-employee director status; standard indemnification; no related-party transaction disclosures for Bailey under Item 404(a) .
  • Formal prohibition on hedging/pledging enhances alignment .
• Watch items / potential conflicts:
  • Investor designation rights (Anomaly) and Bailey’s role as Compensation Committee Chair could raise optics concerns about pay decisions favoring investor priorities; company states no Item 404(a) transaction interest for Bailey and notes Nasdaq compliance for designation rights .
  • Company maintains significant related-party arrangements with entities affiliated with the founder/chairman (InCube Labs)—not specific to Bailey but relevant to overall board independence context .
  • Exact equity grants and ownership evolution for Bailey post‑appointment not yet disclosed; monitor upcoming Form 4s and the 2026 proxy for independence determinations and attendance.

Appendix: Appointment and Context

• Appointment announced and confirmed in Q3 2025: press release (Nov 6, 2025) and 8‑K (Oct 27, 2025) .
• Concurrent corporate events: $60.3M oversubscribed private placement; collaboration up to $1.085B with Chugai; Bailey and Bassan appointed to Board; committees reconstituted .
• Board signatures: S‑3 shows Bailey signed as Director Nov 7, 2025 .