Joshua Bilenker
About Joshua H. Bilenker, M.D.
Independent director at Sana Biotechnology since 2020; age 53; current term expires at the 2027 annual meeting. He is deemed independent under Nasdaq rules. He is co‑founder and Chief Executive Officer of Treeline Biosciences (private) since April 2021; previously CEO of Loxo Oncology at Lilly (Dec 2019–Jan 2021) and founding CEO of Loxo Oncology (Jun 2013–Feb 2019). He served as a medical officer in the FDA’s Office of Oncology Drug Products (Aug 2004–Apr 2006), trained at the University of Pennsylvania (internal medicine, medical oncology), and holds an M.D. from Johns Hopkins and an A.B. in English from Princeton.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loxo Oncology at Lilly (Eli Lilly R&D group) | Chief Executive Officer | Dec 2019–Jan 2021 | Led post‑acquisition oncology R&D group |
| Loxo Oncology, Inc. | Founding Chief Executive Officer | Jun 2013–Feb 2019 (until acquisition by Eli Lilly) | Built precision oncology portfolio through to sale |
| Aisling Capital LLC | Various roles incl. Operating Partner | Joined Apr 2006; Operating Partner Nov 2013–Dec 2019 | Investor/operator experience in life sciences |
| U.S. FDA, Office of Oncology Drug Products | Medical Officer | Aug 2004–Apr 2006 | Regulatory and clinical review experience |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Treeline Biosciences, Inc. | Co‑Founder, Chief Executive Officer | Apr 2021–present | Private biopharmaceutical company |
| Public company directorships (current) | — | — | None disclosed in Sana’s 2025 proxy |
Board Governance
- Committee assignments (2024): Nominating and Corporate Governance Committee (member; not Chair). Committee chairs: NCG – Mary Agnes (Maggie) Wilderotter; Audit – Michelle Seitz; Compensation and Talent – Hans E. Bishop.
- Independence: Board determined he is independent under Nasdaq Listing Rules; only the CEO (Dr. Harr) and former Head of Sana Innovation Research (Dr. Mulligan) are not independent.
- Attendance: In 2024, each incumbent director attended ≥75% of board/committee meetings, except Dr. Bilenker did not attend at least 75% of Nominating and Corporate Governance Committee meetings (NCG met 3 times in 2024). Board met 5 times in 2024.
- Years of service and term: Director since 2020; term expires 2027.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $40,000 | Non‑employee director base retainer (amended Feb 27, 2025; paid quarterly) |
| NCG Committee – member retainer | $5,000 | Member (non‑chair) |
| 2024 fees earned (cash) – Bilenker | $45,000 | Reflects base + NCG member fee |
| Cash-to-RSU election | Permitted | Directors may elect to receive some/all cash retainers in fully‑vested RSUs; deferral optional under 409A‑compliant procedures |
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares/Options | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Jun 6, 2024 | Stock options | 65,000 | $330,798 | Vests on the earlier of (i) first anniversary or (ii) immediately prior to the next annual meeting; service‑based | Annual director grant to each non‑employee director |
| Policy (Initial Grant) | Stock options | Formula up to 115,000‑share cap | $750,000 value ÷ Black‑Scholes per share | Monthly over 36 months | At initial appointment/election |
| Policy (Annual Grant) | Stock options | Formula with 80,000‑share cap effective Feb 27, 2025 (prior cap 65,000) | $425,000 value ÷ Black‑Scholes per share | Earlier of one year or next annual meeting | Applies to continuing non‑employee directors |
| Change in control | All director equity | — | — | Becomes fully vested and exercisable upon a qualifying change in control | Director equity acceleration provision |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Gossamer Bio, Inc. | Director | Prior public company board (previously served) |
| Loxo Oncology, Inc. | Director | Prior public company board (previously served) |
| ViewRay, Inc. | Director | Prior public company board (previously served) |
| T2 Biosystems, Inc. | Director | Prior public company board (previously served) |
| Roka Bioscience, Inc. | Director | Prior public company board (previously served) |
- Compensation Committee interlocks: None reported for Sana’s Compensation and Talent Committee (he is not a member).
- Related‑party transactions: Sana disclosed related‑party items (e.g., Beam license relationships with a different director), but none involving Dr. Bilenker.
Expertise & Qualifications
- Oncology drug development operator with FDA regulatory experience; founder/CEO track record (Loxo, Treeline).
- Education: M.D. (Johns Hopkins); A.B. in English (Princeton); trained and board‑certified in internal medicine and medical oncology (University of Pennsylvania).
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 255,545 shares (<1% of 225,415,045 shares outstanding as of Mar 31, 2025) |
| Common shares owned | 20,000 shares |
| Options exercisable ≤60 days (Mar 31, 2025) | 235,545 shares |
| Options outstanding (Dec 31, 2024) | 300,545 shares (includes unvested 65,000 from Jun 6, 2024 grant) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Strengths: Independent director; deep oncology and FDA background; sits on the Nominating and Corporate Governance Committee; director equity is predominantly time‑based options, aligning upside with shareholders; company prohibits hedging/pledging, supporting alignment.
- Considerations: Attendance shortfall on the Nominating and Corporate Governance Committee in 2024 (did not attend at least 75% of committee meetings), a governance red flag to monitor; significant external operating role as CEO of Treeline may constrain board bandwidth.
- Conflicts/related‑party: No related‑party transactions disclosed involving Dr. Bilenker in 2024–2025 proxy disclosures.