Michelle Seitz
About Michelle Seitz
Independent director since November 2020; age 59 as of April 25, 2025. Founder and CEO of MeydenVest Partners (since September 2022), former CEO and Chair of Russell Investments (2017–2022), and former CEO of William Blair Investment Management, Chair and President of William Blair Funds (1996–2017). Holds a B.S. in Accounting from Indiana University Kelley School of Business and the Chartered Financial Analyst (CFA) designation. Identified by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MeydenVest Partners | Founder & CEO | Sep 2022–Present | Private investment and strategic advisory leadership |
| Russell Investments | CEO; Chair of Board | CEO Sep 2017–Oct 2022; Chair Jan 2018–Sep 2022 | Led global investment solutions provider |
| William Blair Investment Management / William Blair Funds | CEO of WBIM; Chair & President of WB Funds; Director (firm-wide) | Feb 1996–Aug 2017 (leadership June 2001–Aug 2017) | Asset management leadership; board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MSCI, Inc. | Director | Current | Public company directorship |
| Fred Hutchinson Cancer Center | Director | Current | Non-profit healthcare research |
| Indiana University Kelley School of Business | Dean’s Council | Current | Advisory role |
| Financial Accounting Foundation (prior) | Director | Prior service | Oversight of FASB/GASB |
Board Governance
- Committee assignments: Audit Committee Chair; members are Seitz, Hans Bishop, and Maggie Wilderotter. Seitz designated “audit committee financial expert.” The audit committee met 4 times in 2024.
- Independence: Board affirmatively determined Seitz is independent under Nasdaq rules; only CEO (Harr) and Vice-Chair (Mulligan) are non-independent.
- Attendance: In 2024, each incumbent director attended ≥75% of Board and committee meetings except Dr. Bilenker (nominating committee). Board met 5 times; compensation committee 6; nominating committee 3; audit committee 4.
- Engagement: Independent directors meet in executive session at least quarterly; audit committee oversees related-party transactions and major risk areas, including cybersecurity.
Fixed Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees (annual and committee retainers) | $60,000 | $60,000 | $60,000 |
Notes:
- Directors may elect to receive retainer as RSUs; in 2024, Bishop elected 100% of his cash retainer in RSUs (Seitz did not).
Performance Compensation
| Equity Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option awards – grant date fair value | $200,000 | $254,795 | $330,798 |
| Annual director option grant (shares) | 65,000 (granted Jun 6, 2022; vested by Jun 6, 2023 or prior to annual meeting) | 65,000 (granted Jun 8, 2023; vested by Jun 8, 2024 or prior to annual meeting) | 65,000 (granted Jun 6, 2024; vests Jun 6, 2025 or immediately prior to annual meeting) |
- Vesting and performance metrics: Director equity awards are time-based options; no performance-based (PSUs/TSR/ESG) metrics disclosed for directors.
- 2024 total director compensation for Seitz: $390,798 (cash $60,000 + option grant fair value $330,798).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| MSCI, Inc. | Public | Director | No disclosed interlocks with SANA directors; sector distinct from biotech. |
| Fred Hutchinson Cancer Center | Non-profit | Director | No related-party transactions disclosed; mission aligned with healthcare research. |
Expertise & Qualifications
- Deep finance and asset management leadership (Russell Investments CEO/Chair; William Blair IM CEO) and accounting training (B.S. Accounting; CFA), underpinning audit committee chair and financial expert designation.
- Board experience across public and non-profit institutions; familiarity with financial reporting standards via prior role at Financial Accounting Foundation.
- Skillset aligned with SANA’s needs in capital markets oversight, risk management, and audit quality.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common + options exercisable within 60 days) | 235,545 shares; <1% of outstanding | Based on 225,415,045 shares outstanding as of Mar 31, 2025. |
| Director options outstanding (as of Dec 31, 2024) | 300,545 options | Aggregate across historical director grants. |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy bans hedging and pledging; company-wide. |
Governance Assessment
- Board effectiveness: Seitz strengthens audit oversight as Chair and designated financial expert; audit committee directly oversees independence of external auditor, financial reporting, internal controls, related-party transactions, and cybersecurity risk.
- Independence and attendance: Independent status affirmed; attendance thresholds met; executive sessions at least quarterly support robust oversight.
- Compensation mix and alignment: Director pay is balanced between cash retainers and time-based options; fair value of option grants increased from 2022 to 2024, consistent with market alignment and equity emphasis; retainer-to-equity mix suggests continued equity alignment without performance gates.
- Conflicts/related-party exposure: No related-party transactions disclosed involving Seitz; audit committee (which she chairs) reviews such transactions under a formal policy.
- Policies and investor confidence signals: Formal Clawback Policy (executives) adopted in Oct 2023; anti-hedging/pledging rules apply to directors; as an EGC, SANA is exempt from say-on-pay votes until at least 2026, reducing immediate shareholder feedback channels on executive pay.
RED FLAGS: None disclosed specific to Seitz (no related-party transactions, no hedging/pledging, independent status maintained, and audit committee leadership). Monitor low absolute ownership (<1%) typical for directors but relevant for alignment assessment.