Robert Nelsen
About Robert Nelsen
Robert Nelsen (61) has served as an independent director of Sana Biotechnology since 2018; his current term expires at the 2026 annual meeting . He is co‑founder and Managing Director of ARCH Venture Partners (since 1994) and has played a significant role in the early sourcing/financing/development of over 150 biopharmaceutical companies; he holds an MBA from the University of Chicago Booth School of Business and a BS in Economics and Biology from the University of Puget Sound .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCH Venture Partners | Managing Director; co‑founder | Since 1994 | Early financing/development of 150+ biopharma companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hua Medicine | Director; Chair | Not disclosed | Current board service |
| Lyell Immunopharma, Inc. | Director | Not disclosed | Current board service |
| Prime Medicine, Inc. | Director | Not disclosed | Current board service |
| Vir Biotechnology, Inc. | Director | Not disclosed | Current board service |
| Beam Therapeutics Inc. | Stockholder >10% (historical) | At least as of Oct 2021 | Related‑party context for Sana license with Beam |
Board Governance
- Independence: The Board determined all current directors except the CEO (Harr) and Vice‑Chairman (Mulligan) are independent under Nasdaq rules; Nelsen is independent .
- Committee assignments: Nelsen is not listed as a member of any board committee for 2024 (Audit, Compensation & Talent, Nominating & Corporate Governance) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings except Dr. Bilenker on the nominating committee; Nelsen met the ≥75% threshold .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Board leadership: Chairman is Hans E. Bishop; CEO is Steven D. Harr, with the roles separated .
| Governance Item | Status |
|---|---|
| Independence | Independent director |
| Committees | None (not listed on Audit/Comp/NomGov) |
| 2024 Attendance | ≥75% of Board/committee meetings |
| Executive Sessions | Quarterly independent‑only sessions |
| Lead Independent Director | Not disclosed |
| Chairman | Hans E. Bishop (non‑executive) |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $40,000 |
| Committee membership fees | $0 (no committee roles) |
| Committee chair fees | $0 |
| Meeting fees | Not applicable (program does not disclose meeting‑based pay) |
Program parameters (non‑employee directors): $40,000 base retainer; Audit chair $20,000 and members $10,000; Compensation chair $15,000 and members $7,500; Nominating chair $10,000 and members $5,000; non‑executive chair add‑on $35,000; quarterly payment; RSU election available for retainer with immediate vesting; deferral elections permitted under 409A .
Performance Compensation
Sana uses time‑based option grants for directors; no performance‑conditioned metrics are tied to director equity. Directors received annual options sized to a fixed Black‑Scholes dollar value and vesting occurs on the earlier of one year post‑grant or immediately prior to the next annual meeting .
| Equity Grant Detail (2024) | Value |
|---|---|
| Grant date | June 6, 2024 |
| Options granted | 65,000 |
| Vesting | Earlier of June 6, 2025 or immediately prior to 2025 annual meeting, service‑based |
| Grant date fair value | $330,798 (ASC 718) |
| Annual option sizing framework | $425,000 divided by Black‑Scholes value; max increased to 80,000 shares effective Feb 27, 2025 |
| Change‑in‑control | Director equity fully vests/exercises upon change in control per 2021 Plan |
Other Directorships & Interlocks
- ARCH Venture Partners: Entities affiliated with ARCH own ~20.3% of Sana; Nelsen is a Managing Director at ARCH and beneficially owns shares through ARCH‑affiliated vehicles .
- Beam Therapeutics: Sana’s Option and License Agreement (first signed Oct 2021; amended multiple times through Jan 2025) occurred when Nelsen was >10% Beam holder and ARCH was >5% in both Sana and Beam—related‑party context reviewed under Sana’s policy .
- Investors’ Rights Agreement: Sana maintains an investors’ rights agreement with major holders (including ARCH‑affiliated funds) and certain directors/officers; covers registration rights .
| Entity | Relationship to Sana | Interlock/Transaction | Notes |
|---|---|---|---|
| ARCH Venture Partners | >5% holder; Nelsen MD | Follow‑on offering participation; ongoing governance influence | $9,999,996 aggregate purchase by ARCH entities in Feb 2024 offering |
| Beam Therapeutics | Technology licensor | Option & License Agreement; Nelsen >10% Beam holder at entry | Upfront $50M; milestones up to $65M per product; royalties; multiple amendments |
Expertise & Qualifications
- Venture capital leadership across biopharma; deep board experience; industry networks .
- Education: MBA (Chicago Booth), BS Economics & Biology (University of Puget Sound) .
- Current public company boards: Hua Medicine (Chair), Lyell Immunopharma, Prime Medicine, Vir Biotechnology .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership | 46,028,125 shares |
| Ownership % of outstanding | 20.4% (based on 225,415,045 shares) |
| Options outstanding (director) | 218,591 options as of 12/31/2024 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Alignment: Very high beneficial ownership (~20.4%) aligns incentives with shareholders but concentrates influence; monitor voting dynamics and potential control considerations .
- Independence and committees: Independent under Nasdaq; absence from Audit/Comp/NomGov committees reduces direct involvement in sensitive pay/controls decisions, limiting conflict exposure .
- Attendance and engagement: Met ≥75% attendance threshold in 2024, indicating baseline engagement; independent director executive sessions occur quarterly .
- Compensation structure: Modest cash retainer and time‑based option grants support long‑term alignment; no director performance metrics or meeting fees; change‑in‑control acceleration applies to director equity per plan .
- Related‑party exposure (RED FLAG): Beam license while Nelsen held >10% of Beam and ARCH held >5% stakes in both companies increases perceived conflict risk; Sana discloses audit committee oversight of related‑party transactions and maintains a Related Person Transactions Policy .
- Trading risk controls: Insider Trading Policy prohibits hedging and pledging, reducing misalignment risks; RSU/equity deferral options exist for directors but Nelsen’s 2024 compensation shows cash + options only .
Overall: Nelsen’s venture pedigree and significant ownership strengthen strategic access and alignment; however, the Beam‑ARCH nexus is a material conflict‑perception area. Continued rigorous audit committee review of related‑party transactions, clear recusal practices, and transparent disclosures are essential to sustain investor confidence .