Richard Mulligan

About Richard Mulligan, Ph.D.

Richard Mulligan (age 70) is Vice-Chairman of Sana’s Board, serving as a director since November 2018. He was an employee at Sana from April 2020 to March 2024 (most recently Head of Sana Innovation Research), and previously served as Mallinckrodt Professor of Genetics at Harvard Medical School; he holds a Ph.D. in Biochemistry from Stanford and a B.S. from MIT, with honors including the MacArthur “Genius” Prize .

Past Roles

External Roles

Board Governance

• Role: Vice-Chairman, Class III director with term expiring in 2027 .
• Independence: The Board determined Mulligan is not independent under Nasdaq rules because he was employed by Sana within the last three years .
• Committees: No committee memberships listed for Mulligan in 2024; committee chairs were Seitz (Audit), Bishop (Compensation), Wilderotter (Nominating) .
• Attendance: In 2024 the Board met 5 times; all incumbent directors attended at least 75% of Board and committee meetings except Dr. Bilenker’s nominating committee attendance shortfall .
• Executive sessions: Independent directors meet in executive session at least quarterly .
• Chair structure: CEO (Harr) and Board Chair (Bishop) roles are split to reinforce oversight .

Fixed Compensation (Director)

• Program: Non-employee directors receive $40,000 annual cash retainer; committee and chair retainers are $5,000–$20,000 (audit), $7,500–$15,000 (comp), $5,000–$10,000 (nominating); non-executive chair receives $35,000 .
• Equity: Annual option grant sized to $425,000 Black-Scholes value, capped at 65,000 shares prior to Feb 27, 2025 and 80,000 shares thereafter; initial option grant sized to $750,000 Black-Scholes value, cap 115,000 shares. Annual options vest on the earlier of one year from grant or immediately prior to the next annual meeting; initial options vest monthly over 36 months. Director equity fully vests upon change in control .

Performance Compensation

• No performance-based director compensation (no bonus metrics or PSU framework disclosed for directors; equity awards are time-based) .

Other Directorships & Interlocks

Expertise & Qualifications

• Genetics and gene therapy leadership; academic tenures at Harvard and MIT .
• Biotech investing and activist experience (Sarissa, Icahn Capital) .
• Recognitions: MacArthur Foundation Prize, Rhodes Memorial Award (AACR), ASMB-Amgen Award, Nagai Foundation International Prize .

Equity Ownership

• Options outstanding (all series): 827,500 options as of 12/31/2024 .
• Hedging/Pledging: Company policy prohibits hedging and pledging of Sana securities by directors/officers .
• Insider trades:
  • 2025-06-05: Award of 80,000 stock options (Form 4; filing 2025-06-09; price field 2.55) .
  • 2024-09-24: Sale of 150,000 shares at $4.0838; post-transaction ownership 2,848,121 .
  • 2024-09-25: Sale of 150,000 shares at $3.8878; post-transaction ownership 2,698,121 .
  • 2024-06-06: Award of 54,278 stock options (price field 7.36) .
  • 2024-06-06: Amended filing showing award of 65,000 stock options (price field 7.36) .

Governance Assessment

• Independence and role: Mulligan is Vice-Chairman but not independent under Nasdaq due to employment within the last three years; this can modestly weaken board independence optics until the look-back period lapses .
• Committee participation: No committee assignments; limits direct involvement in audit/comp/nominating oversight. However, committees are fully independent with experienced chairs (Seitz—Audit; Bishop—Comp; Wilderotter—Nominating) .
• Attendance/engagement: Board met 5 times in 2024; incumbents met the 75% attendance threshold (except one director’s committee attendance); independent director executive sessions at least quarterly support robust oversight .
• Pay alignment: Director compensation is modest in cash, with time-based equity grants and full vesting on change in control. No director performance metrics are used, reducing pay-for-performance alignment at the director level (typical for governance). RSU election and deferral features exist; example given for another director (Bishop) .
• Ownership: Mulligan’s 1.5% stake aligns interests; insider sales in Sep-2024 reduced holdings by 300,000 shares—investors should note timing and amounts relative to program/clinical milestones .
• Policies: Strong governance policies include prohibitions on hedging/pledging and an executive clawback policy compliant with Dodd-Frank (though clawback applies to executive officers, not directors) .
• Related-party: No related-party transactions disclosed involving Mulligan; the proxy’s related transactions involve other parties (e.g., Beam license with ARCH affiliations) and were reviewed under policy .

RED FLAGS

• Not independent until three-year look-back expires due to prior employment at Sana .
• Insider selling (300,000 shares over two days in Sep-2024) may be perceived negatively depending on context; monitor future trades and disclosures .

Positive Signals

• Significant beneficial ownership (1.5%), academic and biotech expertise, and robust board policies on hedging/pledging and executive clawbacks .

Notes on Director Compensation Structure

• Cash retainers and committee fees as detailed above; non-employee directors may elect RSUs instead of cash and may defer share delivery under Section 409A-compliant procedures .
• Annual option grant vesting schedule designed for near-term board service continuity; change-in-control acceleration applies to director awards .

Supporting Governance Data

Additional Disclosures

• Sana, as an emerging growth company, is not required to conduct say-on-pay votes; scaled compensation disclosure applies .
• Director indemnification agreements in place per Delaware law .