Robert Rosiello
About Robert L. Rosiello
Independent director nominee with deep finance and board experience. Age 67; expected to begin service upon election at the June 5, 2025 annual meeting, with a Class I term through 2028. Executive Partner at Flagship Pioneering since 2018; previously Senior Partner at McKinsey (1984–2015) and EVP/CFO at Valeant Pharmaceuticals (2015–2016). Education: B.A. Economics (UNC, Morehead Scholar), M.Sc. Economics (LSE), MBA (Harvard Business School). We believe the Board selected him for extensive business/financial expertise and portfolio-company governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagship Pioneering | Executive Partner | 2018–present | Builds capabilities and supports origination/management/growth of portfolio companies; drives strategy and institution building |
| McKinsey & Company | Senior Partner; Member, Senior Partner Review Committee and Compensation Committee | 1984–2015 | Advised CEOs/Boards across healthcare, technology, consumer; committee service underscores governance/compensation expertise |
| Valeant Pharmaceuticals International, Inc. | EVP & CFO (led Finance, HR, IT) | Jul 2015–Aug 2016 | Oversight of finance and administrative functions; public company CFO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Charities of New York | Board Director; Executive Committee | Current | Non-profit governance and executive committee engagement |
| Morehead-Cain Foundation | Central Selection Committee | Current | Scholarship selection governance |
| Marine Biological Laboratory (Woods Hole) | Board Director | Current | Scientific non-profit governance |
| New England Conservatory of Music | Board Director | Current | Arts non-profit governance |
Board Governance
- Status: Nominee for Class I director; not currently serving; term to 2028 if elected .
- Independence: Board determined he will be independent under Nasdaq rules if elected .
- Committees: Not disclosed/assigned yet; 2024 committee membership excludes non-incumbent nominees .
- Attendance baseline: Board held 5 meetings in 2024; all incumbent directors met ≥75% attendance except Dr. Bilenker on Nominating & Governance; nominee not applicable .
- Executive sessions: Independent directors meet at least quarterly; chaired by the Board Chair as needed .
- Hedging/Pledging: Company prohibits hedging and pledging by directors/officers/employees; Insider Trading Policy on file .
- Code of Conduct and Clawback: Directors are subject to the Code of Business Conduct and Ethics; compensation clawback policy compliant with SEC/Nasdaq adopted Oct 2023 .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Base cash retainer | $40,000 | Paid quarterly to all non-employee directors |
| Non-executive Chair retainer | $35,000 | Additional annual retainer if applicable |
| Audit Chair | $20,000 | Additional annual retainer |
| Audit Member (non-chair) | $10,000 | Additional annual retainer |
| Compensation Chair | $15,000 | Additional annual retainer |
| Compensation Member (non-chair) | $7,500 | Additional annual retainer |
| Nominating/Gov Chair | $10,000 | Additional annual retainer |
| Nominating/Gov Member (non-chair) | $5,000 | Additional annual retainer |
| RSU in lieu of cash | Varies by election | Directors may elect RSUs in lieu of cash retainer; fully vested at grant |
Reimbursement: Travel expenses reimbursed; RSU deferral elections may be permitted under Section 409A-compliant procedures .
Performance Compensation
| Equity Program | Grant Type | Grant Value Cap | Vesting | Notes |
|---|---|---|---|---|
| Initial Grant (upon appointment/election) | Stock Options | $750,000 (capped at 115,000 shares) | Monthly, 1/36 over 3 years | Black-Scholes valuation; pricing and assumptions per latest periodic report |
| Annual Grant (each AGM, if serving ≥4 months) | Stock Options | $425,000 (capped at 80,000 shares effective Feb 27, 2025) | Earlier of 1 year from grant or next AGM | Vests with continued service; cap increased from 65,000 to 80,000 as of Feb 27, 2025 |
| RSU Election (retainer conversion) | RSUs (in lieu of cash) | Equal to elected cash retainer | Fully vested on grant | Optional; may defer share delivery per approved deferral |
| Change-in-control acceleration | Options/Equity | N/A | Full vesting for non-employee directors | Full vesting/exercisability upon change in control |
No performance metrics: Director equity awards are time-based; no disclosed TSR/financial/ESG performance conditions for directors .
Other Directorships & Interlocks
| Company | Role | Public Company Status at Service | Notes/Interlocks |
|---|---|---|---|
| Axcella Health Inc. | Director (prior) | Public biotech | Past directorship; biotech domain expertise |
| Evelo Biosciences, Inc. | Director (prior) | Public biotech | Past directorship; biotech domain expertise |
| Omega Therapeutics, Inc. | Director (prior) | Public biotech | Past directorship; biotech domain expertise |
| Flagship Pioneering (affiliation) | Executive Partner | N/A | Flagship-affiliated funds hold ~12.2% of SANA; Investors’ Rights Agreement parties include Flagship funds; perceived interlock/related-party exposure potential |
Expertise & Qualifications
- Finance and corporate governance: Former public company CFO (Valeant) and McKinsey Senior Partner; committee experience (Senior Partner Review and Compensation Committees) .
- Boardroom breadth: Service across multiple public biotech boards and major non-profit boards .
- Education: UNC (B.A., Economics), LSE (M.Sc., Economics), Harvard Business School (MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert L. Rosiello | — | <1% | No shares reported as of March 31, 2025 |
| Flagship Pioneering–affiliated funds (context) | 27,729,128 | 12.2% | Significant shareholder; includes common and pre-funded warrants |
Alignment policies: Hedging and pledging of SANA securities are prohibited for directors/officers/employees .
Governance Assessment
-
Strengths
- Independence: Board has affirmed Rosiello will be independent if elected, satisfying Nasdaq independence standards .
- Financial/governance expertise: Deep CFO and compensation/governance committee background; relevant to Audit/Compensation oversight needs .
- Standard director pay structure: Mix of cash and time-based options; optional RSUs in lieu of cash; change-in-control treatment consistent with market .
-
Potential risks and watch items
- Related-party perception: Executive Partner at Flagship while Flagship funds are 12.2% holders and parties to an Investors’ Rights Agreement—monitor for recusal and robust related-party review (audit committee must approve related person transactions) .
- Ownership alignment: No personal share ownership disclosed as of March 31, 2025; early tenure often limits holdings, but skin-in-the-game is currently minimal .
- Attendance/engagement: Not applicable yet; Board held 5 meetings in 2024; continue to monitor attendance post-election .
-
Red flags
- Potential perceived interlock: Flagship affiliation combined with Flagship’s significant SANA ownership and rights agreement—requires vigilant independence and conflict management (Board determined independence; audit committee oversees related party transactions) .
Overall: If elected, Rosiello adds seasoned financial and governance capability. Effective mitigation of perceived Flagship conflicts via established related-party policies and consistent recusals will be important for investor confidence .