Subbarao Jayanthi
About Subbarao Jayanthi
Independent director of Scienture Holdings (SCNX) since June 17, 2024; age 54 as of October 22, 2025. Managing Partner at RxC International (since May 2013) with prior leadership in strategy consulting (including BCG), former head of business planning at Daiichi Sankyo, and author on biopharma commercialization and investments. Current external roles include Board Member & Chief Business Officer at Interlude Biopharma and Senior Advisor to Modig Life Sciences; MBA in strategy/finance/marketing from Kellogg School of Management (Northwestern). The Board affirms his independence and highlights healthcare industry executive experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daiichi Sankyo | Head of business planning | — | Executive planning; biopharma domain expertise |
| Boston Consulting Group and others | Leadership roles in strategy consulting | — | Corporate strategy, portfolio strategy, M&A advisory exposure |
| Author (biopharma topics) | Books on commercialization, value chain, investments | — | Thought leadership in biopharma commercialization and investment themes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RxC International, LLC | Managing Partner | Since May 2013 | Advises biopharma boards and executives on growth, portfolio, licensing/M&A (US/EU/Japan) |
| Interlude Biopharma | Board Member & Chief Business Officer | — | Late-stage GI pipeline; potential strategic insights; monitor for related-party exposure if transactions arise |
| Modig Life Sciences | Senior Advisor | — | Rare disease development; potential industry network benefits |
Board Governance
- Independence: Board affirmatively determined Jayanthi is independent; Board majority independent .
- Committee assignments: Member of Audit, Compensation, and Nominating & Corporate Governance Committees; not a chair (Audit Chair: Mayur Doshi; Compensation Chair: Donald G. Fell; Nominating Chair: Donald G. Fell) .
- Attendance/engagement: In 2024, Board met 13 times; Audit (5), Compensation (1), Nominating (1). Each director attended at least 75% of combined Board and applicable committee meetings. Independent directors held 5 executive sessions without management; Audit Committee report signed by Doshi, Fell, and Jayanthi, evidencing active oversight .
| Committee | Jayanthi Role | Chair | Notes |
|---|---|---|---|
| Audit | Member | Mayur Doshi | Financial reporting oversight; committee solely independent; retains auditors/advisors |
| Compensation | Member | Donald G. Fell | Oversees exec/director pay; retains advisors; no interlocks disclosed |
| Nominating & Corporate Governance | Member | Donald G. Fell | Director nominations, governance guidelines, Board self-evaluation |
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Cash retainer (independent directors) | $35,000 | Annual | Standard retainer for independent directors |
| 2024 Actual (Jayanthi) – Cash | $0 | — | Appointed June 17, 2024; did not receive fees for portion of 2024 |
Performance Compensation
| Component | Value/Terms | Grant Timing | Vesting/Performance Metrics |
|---|---|---|---|
| Restricted Common Stock (independent directors) | $55,000 grant-date fair value | April 1 each year (or approval date) | Vests 25% per quarter over four quarters; no performance conditions disclosed for director equity |
| Options (directors) | None disclosed for Jayanthi | — | — |
| 2024 Actual (Jayanthi) – Equity | $0 | — | No award paid for portion of 2024 |
Performance metrics table: No performance-based metrics tied to director compensation disclosed; independent director equity is time-based vesting without TSR/EBITDA/ESG conditions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None; Company notes only Fell and Doshi hold other public directorships |
| Compensation committee interlocks | None disclosed; no employee/former-employee members; no interlocking relationships under SEC rules |
Expertise & Qualifications
- Deep biopharma strategy and commercialization experience (consulting and operating), licensing/M&A exposure; Kellogg MBA .
- Board identified healthcare executive experience as qualification; independent and financially literate for committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Vehicle | % of Class |
|---|---|---|---|
| Subbarao Jayanthi | 199,872 | Kartha Capital, LLC (claims beneficial ownership) | — |
- Policies: Insider Trading Policy bans short sales and requires trading windows or 10b5-1 plans; no pledging or hedging disclosures specific to Jayanthi; no pledging reported in proxy .
Governance Assessment
- Strengths: Independent director serving on all three key committees; signed Audit Committee report, indicating active oversight; independent director pay structure modest ($35k cash + $55k equity, time-based vesting) supporting alignment without excessive guarantees .
- Ownership alignment: Beneficial ownership of 199,872 shares via Kartha Capital indicates skin-in-the-game; percentage not specified in table but below 5% threshold; monitor for adherence to any future stock ownership guidelines (none disclosed) .
- Potential conflicts: External roles at Interlude Biopharma and Modig Life Sciences create potential related-party exposure if SCNX enters transactions with those entities; Audit Committee policy requires approval and forbids personal loans; no Jayanthi-specific related-party transactions disclosed .
- RED FLAGS to monitor: Company has prior related-party transaction involving interim CFO’s spouse (Scietech); while not tied to Jayanthi, it underscores the need for robust RPT oversight. No director hedging/pledging disclosures; ensure continued compliance with anti-hedging/Section 16 reporting (proxy indicates general timely filings) .