Sanjiv Patel
About Sanjiv Patel
Sanjiv K. Patel, M.D., age 51, has served as President & CEO and a Class I director of Relay Therapeutics since March 2017; prior roles include EVP & Chief Strategy Officer at Allergan (2015–2017), Corporate VP Global Strategic Marketing & Global Health Outcomes (2013–2015), with earlier tenure at BCG and as a UK NHS surgeon. He holds an MBBS (University of London), MA in Medical Sciences (University of Cambridge), MRCS (Royal College of Surgeons of England), and an MBA (INSEAD) . Stock performance during his tenure has been volatile: the company’s year-end stock price moved from $47.85 (2020) to $4.46 (2024), and the Pay vs. Performance table shows cumulative TSR value of a $100 initial investment declining to $11.75 by 2024, reflecting sector and company-specific developments . He is the only non-independent director; board leadership is split with Alexis Borisy as Chair, mitigating CEO/Chair dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allergan, Inc. | EVP, Chief Strategy Officer | 2015–2017 | Led corporate strategy; senior executive experience in large-cap pharma |
| Allergan, Inc. | Corporate VP, Global Strategic Marketing & Global Health Outcomes | 2013–2015 | Global marketing and outcomes responsibility |
| Allergan, Inc. | Various roles | 2006–2013 | Progressive leadership roles across strategy/marketing |
| The Boston Consulting Group | Management Consultant | — | Strategy advisory background |
| UK National Health Service | Surgeon | — | Clinical foundation and domain expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Prothena Corporation plc (public) | Director | May 2021–July 2023 | Public board service in biotech |
| ARYA Sciences Acquisition Corp V (public) | Director | July 2021–July 2023 | SPAC board experience |
Fixed Compensation
Summary compensation (CEO) – cash and equity mix:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 641,716 | 673,802 | 697,385 |
| Non-Equity Incentive Plan ($) | 385,030 | 404,281 | 418,431 |
| Option Awards ($) | 7,095,094 | 18,692,755 | — |
| Stock Awards ($) | — | — | 11,963,485 |
| Total ($) | 8,121,840 | 19,770,838 | 13,079,301 |
Key cash incentive parameters (2024):
- Target bonus: 60% of base salary; company goal achievement: 100%; actual payout: $418,431 (100% of target) .
Performance Compensation
Annual cash incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (aggregate) | 100% | 100% | 100% | 100% of target ($418,431) | N/A |
2024 Performance Criteria linkage (for performance-based RSUs):
- RSUs earned at 98% based on a subset of corporate goals; 50% vests immediately after determination (Q1’25), remainder vests in 4 equal quarterly installments, subject to continued service .
Equity awards detail (CEO)
| Grant year | Type | Grant date | Quantity | Grant-date FV ($) | Performance condition | Vesting schedule |
|---|---|---|---|---|---|---|
| 2024 | Time-based RSUs | 1/16/2024 | 762,360 | 8,279,230 | None | 50% at ~1-yr; then 4 equal quarterly installments |
| 2024 | Performance-based RSUs | 1/16/2024 | 339,250 (target) | 3,684,255 | 2024 Performance Criteria; earned at 98% in Q1’25 | 50% post-determination; then 4 quarterly installments |
| 2023 | Performance-based stock options | 1/17/2023 | 701,680 unearned | Included in 2023 option awards | Stock price ≥ $35 for 15 consecutive trading days by 1/17/2026; not achieved as of proxy | 12 equal quarterly installments upon trigger; catch-up on achievement |
Option exercise activity (2024):
- Shares acquired on option exercise: 86,706; value realized: $344,153 .
Equity Ownership & Alignment
- Beneficial ownership (as of April 8, 2025): 2,925,464 shares (1.69% of outstanding) .
- Components: 335,676 shares directly; 2,452,935 options exercisable within 60 days; 136,853 RSUs vesting within 60 days (footnote 6).
- Additional trust holdings: 199,548 shares (Patel Family Irrevocable Trust of 2019) and 687,355 shares (SSP Irrevocable Trust of 2020); Dr. Patel disclaims beneficial ownership, but may be deemed a beneficial owner (footnote 6).
- Unvested awards (as of 12/31/2024): 762,360 time-based RSUs; 339,250 performance-based RSUs (target) .
- Hedging/pledging: Company policy prohibits short sales, derivatives, margin, and pledging; to date, no requests for pledging have been approved .
- RSU sell-to-cover: Executives must sell shares to cover tax withholding upon RSU vesting, which can create predictable, non-discretionary selling near vest dates .
Ownership summary (as reported)
| Category | Amount |
|---|---|
| Shares beneficially owned | 2,925,464 |
| % of shares outstanding | 1.69% |
| Direct shares | 335,676 |
| Options exercisable ≤60 days | 2,452,935 |
| RSUs vesting ≤60 days | 136,853 |
| Trust shares (disclaimed) | 886,903 (199,548 + 687,355) |
Employment Terms
- Employment: At-will; subject to non-competition and non-solicitation covenants (generally 1 year post-termination) and perpetual confidentiality .
- Severance (outside change-in-control period): If terminated without cause or resigns for good reason, receives 18 months base salary plus target bonus (paid over 12 months), up to 18 months COBRA, 12 months’ vesting acceleration of time-based equity (pro rata to quarter end), and outplacement .
- Change-in-control (double trigger; 60 days before to 18 months after): If terminated without cause or resigns for good reason, receives 1.5x base salary + target bonus (lump sum), up to 18 months COBRA, and full acceleration of time-based equity; outplacement .
- Clawback: Policy adopted September 29, 2023, compliant with SEC/Nasdaq rules; recovers incentive comp based on financial reporting measures for 3 years preceding a required restatement .
- No tax gross-ups: Company states no tax gross-up payments; also prohibits hedging/pledging and off-cycle equity grants in 2024–2025 .
Potential payments as of 12/31/2024 (illustrative)
| Scenario | Cash severance ($) | COBRA ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination w/o cause (non-CIC) | 1,464,509 | 36,841 | 3,111,180 (12 months accel) | 4,612,530 |
| Good reason resignation (non-CIC) | 1,464,509 | 36,841 | 3,111,180 | 4,612,530 |
| Termination w/o cause (CIC period) | 1,464,509 (1.5x) | 36,841 | 3,140,923 (100% time-based) | 4,642,273 |
| Good reason resignation (CIC period) | 1,464,509 | 36,841 | 3,140,923 | 4,642,273 |
Board Governance
- Board service: Class I director; current term ends at 2027 annual meeting .
- Independence: Only Dr. Patel is non-independent; all other directors meet Nasdaq/SEC independence standards .
- Committee roles: Dr. Patel is not listed on any board committee; Audit (Chair: Jami Rubin), Compensation (Chair: Douglas Ingram), Nominating & Corporate Governance (Chair: Linda Hill), R&D (Chair: Mark Murcko) .
- Board leadership: Roles split—CEO (Patel) and independent Chair (Borisy) .
- Attendance: Full board met 6 times in 2024; each director attended ≥75% of board and committee meetings .
- Director pay: As CEO, Dr. Patel receives no additional director compensation .
Director Compensation (for context)
- Non-employee director cash retainers and option grants are governed by policy; details and 2024 director grants disclosed. Dr. Patel, as an employee director, is excluded from director pay .
Compensation Committee Analysis (structure and governance)
- Members: Douglas S. Ingram (Chair), Alexis Borisy, Linda A. Hill; all independent .
- Consultant: Aon’s Human Capital Solutions retained; assessed independent; market benchmarks used .
- Peer group targeting: Generally aims for ~50th percentile for base salary and annual incentive; significant equity emphasis, including performance-based awards .
- 2025 peer group (22 companies): Alector; Allogene; Arcus; Arvinas; Beam; BridgeBio; Cogent; CRISPR; Denali; Editas; Erasca; IGM; Intellia; Iovance; Kymera; Recursion; Sana; Schrödinger; SpringWorks; Tango; Vir; Zentalis .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 59.9% .
- Company responses: Reduced 2025 annual equity grant fair value by ~71% for CEO and ~76% on average for other NEOs; shifted to options-only for 2025 annual grants; committed to no off-cycle grants in 2024–2025; provided enhanced disclosure of equity rationale .
Performance & Track Record
Pay vs. Performance reference metrics
| Year | Company stock price ($) | Company TSR (Value of $100) | Peer Group TSR (Value of $100) | Net Income (Loss, $000s) |
|---|---|---|---|---|
| 2020 | 47.85 | 118.57 | 107.16 | (52,412) |
| 2021 | 29.87 | 87.62 | 106.48 | (363,872) |
| 2022 | 16.32 | 42.62 | 94.87 | (290,509) |
| 2023 | 10.13 | 31.41 | 98.41 | (341,973) |
| 2024 | 4.46 | 11.75 | 97.06 | (337,708) |
Notes:
- 2023 performance equity uses a market condition (stock price ≥$35 for 15 consecutive trading days by Jan 17, 2026); not achieved as of proxy filing .
- 2024 performance-based RSUs tied to operational goals were earned at 98% and vest 50% post-determination with quarterly follow-on vesting .
Compensation Structure Analysis
- Increased use of performance equity: 2023 awards added a stringent stock-price hurdle; 2024 awards tied to operational performance; 2025 shifted to options only with materially reduced grant values in response to investor feedback .
- Heavy equity mix: A substantial portion of CEO total pay is at-risk, aligned with long-term value creation, though realized value is sensitive to stock performance .
- Governance protections: Double-trigger CIC vesting, clawback policy, no hedging/pledging, no tax gross-ups, and avoidance of off-cycle grants in 2024–2025 .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy; no pledging requests approved to date (mitigates misalignment risk) .
- Option repricing/backdating: Not permitted; equity grant timing aligned with trading windows and without MNPI timing .
- Related-party transactions: None above $120,000 since Jan 1, 2024 (beyond ordinary compensation and indemnification) .
- Say-on-pay pressure: 59.9% support in 2024 triggered program adjustments (monitor in 2025–2026) .
Director Service, Committees, and Dual-Role Implications
- Board roles: Dr. Patel is CEO and director (Class I, term to 2027); board independence maintained with an independent Chair (Borisy) and fully independent key committees (Audit, Compensation, Nominating & Corporate Governance) .
- Attendance: ≥75% attendance on board/committees; 6 board meetings in 2024 .
- Independence implications: CEO’s non-independence is standard; separation of Chair/CEO and independent committees help mitigate governance concerns .
Additional Data: 2024 Corporate Goal Framework (selected highlights)
- Company achieved 100% of 2024 corporate goals (advancing PI3Kα programs, platform augmentation, operational effectiveness, research productivity) .
- Performance-based RSUs were tied to a subset of these goals and earned at 98% .
Investment Implications
- Alignment: CEO pay is highly equity-based with robust performance conditions (market and operational), plus anti-hedging/pledging and double-trigger CIC—indicative of alignment with long-term value creation .
- Retention risk: Substantial unvested RSUs/options (including $35 stock-price hurdle through Jan 2026) create strong retention hooks; severance/CIC economics are meaningful but within market norms for clinical-stage biotech .
- Trading signals: Required sell-to-cover on RSU vesting and scheduled vesting events can create predictable flow; 2024 option exercises (86,706 shares) show some monetization but not necessarily directional selling pressure .
- Governance: Independent Chair and committees, clawback policy, and no tax gross-ups are positive; the 2024 say-on-pay outcome (59.9%) prompted material 2025 equity reductions, which may improve shareholder support and curb dilution .