Aaron Grossman
About Aaron Grossman
Aaron M. Grossman is Sana Biotechnology’s incoming Executive Vice President and Chief Legal Officer, with employment expected to commence on October 20, 2025 per an executed offer letter . He previously served as Chief Legal Officer and, earlier, VP/General Counsel at ZOLL Medical (2011–2022/2022–2025), and as VP/General Counsel at LeMaitre Vascular, with prior corporate practice at Goulston & Storrs; his education includes a BA (Vassar), MALD (Tufts Fletcher School), and JD (Harvard Law School) . Tenure at Sana begins Q4 2025, so there is not yet an attributable TSR or operating performance track record at Sana during his tenure; company-wide performance metrics and executive structures are disclosed in Sana’s 2025 proxy and filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZOLL Medical Corporation | Chief Legal Officer | 2022–2025 | Led company-wide legal function incl. M&A, governance, IP, litigation; oversaw compliance/privacy/IT governance teams . |
| ZOLL Medical Corporation | VP, General Counsel & Secretary | 2011–2022 | Managed all aspects of legal; supported global operations and transactions . |
| LeMaitre Vascular, Inc. | VP & General Counsel | 2003–2011 | Public medtech GC overseeing multi-country operations; IR leadership cited in profiles . |
| Goulston & Storrs | Corporate Attorney | 1999–2002 | Corporate law practice; transactional and governance support . |
External Roles
- No public company directorships disclosed; Sana’s 2025 proxy lists directors and >5% holders and does not include Grossman (as of March 31, 2025) .
Fixed Compensation
- Offer letter executed; expected start as EVP, Chief Legal Officer on October 20, 2025. Specific base salary, target bonus, and perquisites for Grossman are not disclosed in the Sept. 5, 2025 8-K .
- Company practice for executive pay elements (2024 program): base salary, annual performance-based cash compensation, long-term equity awards, severance/change-in-control benefits; limited perquisites; 401(k) match up to $4,000; no tax gross-ups, with 280G cutback/best-net provision .
Performance Compensation
- Company framework emphasizes annual cash bonuses tied to company goals and, for non-CEO executives, individual performance; long-term equity via options and RSUs with multi-year vesting .
- Specific performance metrics, weighting, targets, and payout formulas for Grossman are not disclosed as of the Sept. 5, 2025 8-K .
Company Incentive Structures (Reference)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Company Goals (cash bonus) | Not disclosed | Board-set corporate objectives | Not disclosed | Not disclosed | Cash, paid following year . |
| Stock Options | N/A | N/A | N/A | N/A | 25% at 1-year; 1/48 monthly thereafter (typical) . |
| RSUs | N/A | N/A | N/A | N/A | 25% annually over 4 years (typical) . |
Equity Ownership & Alignment
- As of March 31, 2025, beneficial ownership tables do not list Grossman (pre-hire); thus, no disclosed ownership, pledged shares, or guideline compliance yet .
- Sana discloses no formal executive equity ownership guidelines but continues to evaluate holding periods/guidelines given stage and strategy .
- Company-wide unrecognized compensation and award activity (Q3 2025) indicate substantial option/RSU overhang and multi-year recognition timelines, relevant to potential future CL-level grants and vesting pressure, though Grossman-specific grants are not yet disclosed .
Employment Terms
- Appointment: Offer letter for EVP, Chief Legal Officer, effective October 20, 2025 .
- Severance/Change-in-Control (company-level frameworks): Sana’s Change in Control Severance Plan (amended Feb. 2024) provides, for eligible executives terminated without cause or resigning for good reason in the CIC window, a lump sum of 12 months’ base salary + 100% target bonus, up to 12 months COBRA, and full acceleration of equity (performance awards accelerate at greater of actual-to-date or target); equity also accelerates if not assumed/substituted on CIC . Definitions of “cause” and “good reason” include material dishonesty/felony/unauthorized use/breach/failure to perform (with cure) and, for good reason, material reduction in salary/bonus, material diminution of title/duties/reporting lines, or >50-mile relocation, with notice and cure periods .
- Note: Participation specifics for Grossman (e.g., whether governed solely by his offer letter or also by the Severance Plan) are not yet disclosed; future proxy/8-K filings typically detail executive severance and CIC entitlements .
Investment Implications
- Compensation alignment/retention: Grossman’s offer letter indicates standard senior executive onboarding, but detailed pay mix, vesting, and CIC terms are pending disclosure. Expect alignment to company norms: options with four-year vesting and RSUs in annual tranches, which can create periodic insider selling pressure at vest dates once grants are made public .
- Governance and risk management: A seasoned medtech GC/CL with extensive M&A, IP, compliance, and litigation experience should strengthen legal/integrity frameworks—material given Sana’s ongoing securities litigation and portfolio transitions disclosed in Q3 2025 filings. Monitor legal outcomes for potential indemnification, D&O utilization, and disclosure controls impacts .
- Data gaps to close: Track the next DEF 14A/8-K 5.02 for Grossman’s base salary, target bonus, initial equity awards (grant date, size, fair value), vesting schedules, and severance/CIC specifics. Also monitor beneficial ownership filings (Form 3/4/5) for initial holdings, vesting, and any 10b5-1 plans—all key for assessing alignment and potential selling pressure .