Sara Bonstein
About Sara Bonstein
Sara Bonstein (age 44) has served as an independent director of scPharmaceuticals since July 2020. She is Chief Financial Officer of Insmed Incorporated (since January 2020), with 20+ years of financial and operational leadership in life sciences; prior roles include CFO/COO at OncoSec Medical (2018–2020) and CFO at Advaxis (2017–2018), with earlier positions at Eli Lilly and Johnson & Johnson. She holds a BS in Finance from The College of New Jersey and an MBA from Rider University, and is a Six Sigma Black Belt; industry recognition includes NJBiz “CFO of the Year – Healthcare Organization” and “Forty under 40” (2016). She is a director of Xilio Therapeutics, Inc. (since August 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insmed Incorporated | Chief Financial Officer | Jan 2020–present | Leads accounting, FP&A, procurement, tax, treasury, IR |
| OncoSec Medical | Chief Financial Officer & Chief Operating Officer | Jul 2018–Jan 2020 | Finance and operations leadership |
| Advaxis, Inc. | Chief Financial Officer | Jan 2017–May 2018 | Finance leadership |
| Eli Lilly & Company | Various roles | Not disclosed | Positions of increasing responsibility |
| Johnson & Johnson | Various roles | Not disclosed | Positions of increasing responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilio Therapeutics, Inc. | Director | Aug 2021–present | Board member, biopharma governance |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Frederick M. Hudson; members are Hudson, Bonstein, and Baylor‑Henry. Board determined all Audit members are independent per SEC/Nasdaq; Audit held five meetings in 2024 .
- Independence: Board determined all directors other than CEO John H. Tucker are independent .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of board and committee meetings during service; all directors then in office attended the 2024 Annual Meeting .
- Risk oversight: Audit committee oversees risk management across financial reporting, IT, regulatory, compliance, litigation; reviews related‑party transactions; meets privately with external auditors and management on cyber risk .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board Meetings (count) | 4 | Annual meeting attendance: all directors |
| Audit Committee Meetings (count) | 5 | Members: Hudson (Chair), Bonstein, Baylor‑Henry |
| Compensation Committee Meetings (count) | 3 | Members: Khattar (Chair), Agger, Schaeffer |
| Nominating & Corporate Governance Meetings (count) | 1 | Members: Veitinger (Chair), Agger, Abraham |
| Director Independence | Majority independent; Bonstein independent | Applies across committees |
Fixed Compensation
| Year | Cash Fees ($) | Option Awards Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 50,000 | 54,957 | 104,957 |
Director compensation structure (policy):
| Category | 2024 Annual Retainer ($) | 2025 Annual Retainer ($) |
|---|---|---|
| Non‑Executive Chairman | 75,000 | 90,000 |
| Other Non‑Employee Directors | 40,000 | 50,000 |
| Audit Committee Chair | 20,000 | 20,000 |
| Audit Committee Member | 10,000 | 10,000 |
| Compensation Committee Chair | 15,000 | 15,000 |
| Compensation Committee Member | 7,500 | 7,500 |
| Nominating & Gov. Chair | 10,000 | 10,000 |
| Nominating & Gov. Member | 5,000 | 5,000 |
Performance Compensation
- Annual equity grants are stock options with time‑based vesting; no performance metrics (TSR/EBITDA/etc.) disclosed for director equity .
- Options granted at fair market value on grant date; accounting fair value determined under ASC 718 .
| Grant Type | 2024 Award (Options) | 2025 Award (Options) | Vesting Schedule | Exercise Price Basis |
|---|---|---|---|---|
| Initial Election Grant | 34,600 | 60,000 | 33% on first anniversary; remainder monthly over next two years, subject to service | Fair market value on grant date |
| Annual Re‑Election Grant | 19,750 | 30,000 | Vests in full on earlier of first anniversary or next annual meeting | Fair market value on grant date |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Xilio Therapeutics, Inc. | Director | External biopharma board; no SCPH related‑party dealings disclosed |
Expertise & Qualifications
- Finance and operations expertise in biopharma; CFO experience at Insmed, OncoSec, Advaxis .
- Six Sigma Black Belt; recognized by NJBiz (2016) .
- Education: BS Finance (The College of New Jersey), MBA (Rider University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Composition Notes |
|---|---|---|---|
| Sara Bonstein | 81,898 | <1% | Consists solely of options exercisable within 60 days of April 7, 2025 |
Additional director option status (as of 12/31/2024):
| Director | Options Outstanding (shares) |
|---|---|
| Sara Bonstein | 81,898 |
Policy on trading and pledging:
- Short sales and, without prior approval, derivative transactions and pledging of Company securities are prohibited for directors and certain employees; margin borrowing prohibited .
Governance Assessment
- Strengths: Independent director on Audit Committee; Board and committee independence affirmed; solid attendance (≥75%); Audit Committee actively oversees risk, related‑party reviews, and meets privately with auditors .
- Alignment: Mixed cash/equity compensation; time‑based option vesting; beneficial ownership via exercisable options (<1%); hedging/pledging restrictions mitigate misalignment risks .
- Other roles: Concurrent Insmed CFO and Xilio director signals strong sector expertise but implies meaningful time commitments; no related‑party transactions disclosed involving directors, and Audit Committee reviews/approves any such transactions (no specific conflicts noted) .
- Legal/Red Flags: Company discloses no material legal proceedings involving directors adverse to SCPH; no family relationships or selection arrangements; no director stock pledging disclosed; no option repricings for directors disclosed .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For (votes) | Against (votes) | Abstain (votes) | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 27,995,161 | 238,938 | 10,572 | 6,911,852 |
Compensation Committee Analysis
- Compensation Committee members: Khattar (Chair), Agger, Schaeffer; all independent and qualify as non‑employee directors under Rule 16b‑3 .
- Consultant: Pearl Meyer engaged; Committee requires independence; Company states no conflicts of interest; services limited to executive/director compensation analyses and recommendations in 2024 .
Related‑Party Transactions
- Audit Committee reviews all related‑party transactions for potential conflicts; no director‑specific related‑party arrangements or family relationships disclosed .
Board Meeting & Attendance Detail
| Metric | 2024 |
|---|---|
| Board meetings held | 4 |
| Each director ≥75% attendance | Yes |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 3 |
| Nominating & Governance Committee meetings | 1 |
References: