Hans Bishop
About Hans E. Bishop
Hans E. Bishop (age 61) has served as Chairman of the Board of Sana Biotechnology since October 2018 and is an independent director under Nasdaq’s rules. He brings 30+ years of biotech operating experience; he founded Juno Therapeutics (sold to Celgene), served as CEO of GRAIL, and is currently President and co-chair of Altos Labs (private). He holds a B.A. in Chemistry from Brunel University and is designated an audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juno Therapeutics | Founder, President & CEO | Jul 2013–Mar 2018 | Built and exited to Celgene; prior Board experience at Juno |
| GRAIL, Inc. | Chief Executive Officer | Jun 2019–Oct 2021 | Led company through post-acquisition integration under Illumina |
| Warburg Pincus | Executive in Residence | Prior to Juno | Life sciences operating advisor |
| Dendreon | EVP & Chief Operating Officer | Earlier career | Commercial and operations leadership |
| Bayer Healthcare | President, Specialty Medicine | Earlier career | P&L leadership in pharma |
| Chiron Corporation | SVP Global Commercial Ops; VP/GM European Biopharma | Earlier career | Global commercialization |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Altos Labs (private) | Founder; President & Co‑Chair of the Board | Jan 2022–present | Private biotech; governance and operating leadership |
Board Governance
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Board leadership and independence
- Non-executive Chairman of the Board; CEO and Chair roles are separated to reinforce independent oversight .
- The Board determined all current directors except the CEO (Harr) and Vice-Chair (Mulligan) are independent; Bishop is independent under Nasdaq rules .
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Committee assignments and expertise (2024)
- Audit Committee member; the committee was chaired by Michelle Seitz in 2024. The Board designated Bishop as an “audit committee financial expert” .
- Compensation and Talent Committee chair; members included Bishop (chair), Dr. Douglas Cole, and Dr. Alise Reicin .
- Not on Nominating & Corporate Governance Committee (chaired by M.A. “Maggie” Wilderotter) .
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Meeting cadence and attendance (2024)
- Meetings held: Board (5), Audit (4), Compensation (6), Nominating (3). Each incumbent director attended at least 75% of the Board and applicable committees, except Dr. Bilenker on Nominating; no exception noted for Bishop .
- Independent directors meet in executive session at least quarterly; the Chair may call additional sessions .
Fixed Compensation (Non‑Employee Director Program and 2024 Actuals)
| Component | Program Rate (USD) | 2024 Bishop Role | 2024 Amount |
|---|---|---|---|
| Annual base retainer | 40,000 | Non-employee director | 40,000 |
| Non-executive Chair retainer | 35,000 | Chairman of the Board | 35,000 |
| Compensation Committee chair | 15,000 | Chair | 15,000 |
| Audit Committee member | 10,000 | Member | 10,000 |
| Total cash retainer (program math) | — | — | 100,000 |
| 2024 “Fees Earned” (reported) | — | Converted to RSUs (see note) | 100,000 (delivered as RSUs per election) |
- Election/deferral: Bishop elected to receive 100% of his 2024 cash retainers in the form of RSUs (27,908 RSUs), and elected to defer share delivery until separation from service, a qualifying change in control event, or death (Section 409A compliant) .
- Policy detail: Directors may convert retainers to RSUs and may elect deferrals; program last amended Feb 27, 2025 .
Performance Compensation (Equity)
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Stock Option (all directors) | Jun 6, 2024 | 65,000 options; grant-date FV $330,798 | Vests on earlier of Jun 6, 2025 or immediately prior to 2025 Annual Meeting, subject to service | Black-Scholes value; time-based; not performance-conditioned |
| RSUs (in lieu of retainers) | 2024 cadence | 27,908 RSUs (fully vested at grant) | Fully vested at grant; delivery deferred per election | RSUs equal to $100,000 retainers; deferral to 409A-compliant triggers |
| Outstanding Options (12/31/2024) | — | 218,591 options outstanding | Various schedules | Snapshot as of year-end |
Performance metrics: None disclosed for director equity; awards are time-based (no revenue/EBITDA/TSR hurdles). Change-in-control: Upon a change in control, all non-employee director equity (initial, annual, and other awards) becomes fully vested and exercisable (single-trigger vesting for directors) .
Program changes: Effective Feb 27, 2025, the annual option grant cap increased from 65,000 to 80,000 shares (still sized off $425,000 Black‑Scholes value) .
Other Directorships & Interlocks
| Company | Status | Role/Committee | Notes |
|---|---|---|---|
| Agilent Technologies, Inc. | Prior public | Director | Previously served; not disclosed as current |
| Celgene | Prior public | Director | Prior to BMS combination; previously served |
| Lyell Immunopharma, Inc. | Prior public | Director | Previously served |
| JW Therapeutics | Prior public (China) | Director | Previously served |
- Compensation committee interlocks: None of the compensation committee members (including Bishop) have ever been officers/employees of Sana; no executive officer of Sana served on another entity’s board/compensation committee with reciprocity during the last three years .
Expertise & Qualifications
- Audit and finance: Designated audit committee financial expert; financially literate under SEC/Nasdaq standards .
- Operating experience: Senior leadership across commercial, operations, and R&D-stage biotech (Juno CEO/founder, GRAIL CEO, Dendreon COO, Bayer, Chiron) .
- Governance/human capital: As Compensation Committee chair, oversees executive pay, clawback policy administration, peer group selection, and human capital strategy (diversity, talent, culture) with independent consultant Aon retained by the committee .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Hans E. Bishop | 5,804,774 | 153,591 | 5,958,365 | 2.6% |
| Basis/Notes | — | — | “Beneficial ownership” per SEC rules as of 3/31/2025; 225,415,045 shares outstanding | — |
- Hedging/pledging: Sana prohibits directors from hedging company stock and from pledging shares or holding shares in margin accounts, reducing misalignment/creditor risk .
Governance Assessment
Strengths
- Independent non-executive Chair with concurrent Compensation Committee chair role—clear separation from management and established oversight of strategy, pay, and human capital .
- Deep operating pedigree and designated audit committee financial expert; dual committee service (Audit and Compensation) enhances cross-functional oversight .
- Strong alignment signals: 100% of 2024 cash retainers taken as RSUs with deferred delivery; director equity is time-based with standard vesting and capped annually; hedging/pledging prohibited .
- Attendance: Met the ≥75% threshold; Board and committees met regularly in 2024, and independent directors hold executive sessions at least quarterly .
Watch items
- Equity acceleration: Director equity fully accelerates on change-in-control (single-trigger for directors). While common in pre-commercial biotech, some investors prefer double-trigger constructs to avoid perceived windfalls .
- Role concentration: Bishop simultaneously serves as Board Chair and Compensation Committee Chair, consolidating influence; however, the Board affirms independence and retains flexibility in leadership structure .
- Related person framework: Bishop is a party to Sana’s Investors’ Rights Agreement (registration rights) alongside other insiders and major holders; no Bishop-specific related-party transactions were disclosed since Jan 1, 2024 beyond this standing agreement .
Policy & Program References (Director Pay Structure)
- Cash retainers (annual): Base $40,000; non-exec Chair $35,000; committee chair/members—Audit ($20,000/$10,000), Compensation ($15,000/$7,500), Nominating ($10,000/$5,000). RSU election and deferral permitted; program last amended Feb 27, 2025 .
- Equity: Initial option grant sized at $750,000 Black-Scholes (cap 115,000 shares); annual option grant sized at $425,000 Black-Scholes (cap 65,000 shares before Feb 27, 2025; 80,000 thereafter); annual options vest on first anniversary or immediately prior to the next annual meeting; single-trigger CIC vesting for directors .
- Clawback policy: Administered/overseen by the Compensation Committee .
Related Party & Shareholder Items
- Follow-on offering participation (Feb 2024): Major holders (ARCH, Flagship, FMR, Baillie Gifford) participated; no Bishop-specific purchase disclosed .
- Investors’ Rights Agreement: Includes Bishop and certain major holders, providing registration rights; transactions under this policy are reviewed per the Related Person Transactions Policy .
Director Compensation (2024 Snapshot)
| Item | Amount/Detail |
|---|---|
| Fees earned or paid in cash (reported) | $100,000 (elected as RSUs; 27,908 RSUs) |
| Option awards (grant-date fair value) | $330,798 (2024 annual grant of 65,000 options) |
| Total (reported) | $430,798 |
| Options outstanding (12/31/2024) | 218,591 |
Attendance & Committee Work (2024)
| Body | Meetings Held | Bishop Role | Notes |
|---|---|---|---|
| Board of Directors | 5 | Chairman | ≥75% attendance for incumbents (no exception for Bishop) |
| Audit Committee | 4 | Member; audit financial expert | Audit report signed by Chair (Seitz), Bishop, Wilderotter |
| Compensation & Talent Committee | 6 | Chair | Oversees pay, clawback, peer group, and HCM; independent consultant Aon retained |
| Nominating & Corporate Governance | 3 | Not a member | Committee chaired by Wilderotter |
RED FLAGS: None disclosed regarding attendance, hedging/pledging, or related-party transactions specific to Bishop; note single-trigger equity acceleration at CIC for directors and combined Chair/Compensation Chair roles as areas for investor scrutiny .