Shalini Sharp
About Shalini Sharp
Independent Class II director (age 50) at Septerna, Inc. since January 18, 2024; term expires at the 2026 annual meeting . Harvard College BA and Harvard Business School MBA; former EVP/CFO at Ultragenyx and CFO at Agenus; designated “audit committee financial expert” and chairs Septerna’s Audit Committee . The board determined she is independent under Nasdaq/SEC rules; she attended ≥75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultragenyx Pharmaceuticals (RARE) | EVP & CFO | May 2012 – Oct 2020 | Led finance at commercial-stage biotech; capital markets and scaling |
| Agenus (AGEN) | Finance roles incl. CFO; Director | Aug 2003 – May 2012; Board May 2012 – Jun 2018 | Finance leadership; board oversight in immuno-oncology |
| Elan Pharmaceuticals | Earlier career | Not disclosed | Strategy/finance exposure |
| McKinsey & Company | Earlier career | Not disclosed | Consulting, strategic problem solving |
| Goldman Sachs | Earlier career | Not disclosed | Capital markets experience |
External Roles
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| BeiGene, Ltd. | BGNE | Director | Current |
| Neurocrine Biosciences, Inc. | NBIX | Director | Current |
| Organon & Co. | OGN | Director | Current |
| Mirati Therapeutics, Inc. (acquired by BMY) | — | Director | Mar 2021 – Jan 2024 |
| Sutro Biopharma, Inc. | STRO | Director | Nov 2018 – Nov 2023 |
| Precision BioSciences, Inc. | DTIL | Director | Dec 2018 – Jun 2022 |
| Panacea Acquisition Corp. | PANA | Director | Jun 2020 – Feb 2021 |
Board Governance
- Committees: Audit (Chair), Compensation (Member); not on Nominating & Governance .
- Independence: The board determined all non-employee directors except Dr. Ezekowitz are independent; Ms. Sharp is independent .
- Attendance: The board met 17 times in 2024; each incumbent director attended ≥75% of board and relevant committee meetings .
- Audit oversight: Audit Committee met once in 2024; Ms. Sharp signed the Audit Committee Report recommending inclusion of audited 2024 financials in the 10-K and is designated the audit committee financial expert .
Fixed Compensation
| Component | Amount/Terms | Source/Date |
|---|---|---|
| Fees earned (cash) in 2024 | $34,492 | 2024 actual |
| Non-Employee Director Policy: Board annual retainer | $40,000; effective at IPO | Policy adopted at IPO |
| Additional retainer: Non-executive chair | $30,000 | Policy |
| Committee retainers – Audit | Chair $15,000; Member $7,500 | Policy |
| Committee retainers – Compensation | Chair $12,000; Member $6,000 | Policy |
| Committee retainers – Nominating & Governance | Chair $10,000; Member $5,000 | Policy |
| Pre-IPO director engagement letter (cash) | Annual cash retainer $30,000, payable quarterly | Engagement letter |
Performance Compensation
| Award | Grant date | Shares/Units | Exercise Price | Vesting | Performance Metrics/Conditions |
|---|---|---|---|---|---|
| Director Initial Grant (on joining) | Jan 18, 2024 | 29,034 options | Not disclosed | 16 equal quarterly installments over 4 years; full acceleration on “sale event” | Time-based; sale-event acceleration |
| Additional Director Options | Mar 2024 | 9,871 options | $2.76 | 1/16th quarterly from Mar 1, 2024; sale-event acceleration | Time-based; sale-event acceleration |
| Director Options (pre-IPO grant) | Sep 2024 | 13,356 options | $6.81 | 1/16th quarterly starting at IPO effective date; sale-event acceleration | Dual-condition: service-based and performance-based tied to IPO or sale |
| Director Annual Grant (post-IPO policy) | Jun 17, 2025 | 16,623 options | $10.24 | Vests in full by next annual meeting or first anniversary, subject to service; expires in 10 years (per policy) | Annual grant under policy; Form 4 award on 6/17/2025 |
Director Compensation (2024 mix)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $34,492 | Audit chair/member and compensation member service in 2024 |
| Option awards (grant-date fair value) | $244,421 | ASC 718 fair value; includes pre-IPO options; not economic value realized |
| Total | $278,914 | 2024 director compensation total |
Other Directorships & Interlocks
| Interlock/Overlap | Details | Implication |
|---|---|---|
| Shared board (Organon) | Ms. Sharp and Septerna director Dr. Alan Ezekowitz both serve on Organon’s board | Potential information flow and network benefits; monitor for any business dealings to avoid conflicts; none disclosed with Organon |
Expertise & Qualifications
- Financial leadership: EVP/CFO (Ultragenyx), CFO roles at Agenus; capital markets and scaling experience .
- Designated audit committee financial expert by Septerna’s board .
- Education: Harvard College (BA), Harvard Business School (MBA) .
- Multi-company board experience across biopharma (BeiGene, Neurocrine, Organon) .
Equity Ownership
| Measure | Value | Composition/Notes |
|---|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 13,826 shares; <1% of outstanding | Options exercisable within 60 days of Apr 21, 2025 |
| Total options held (as of Dec 31, 2024) | 52,261 options | Sum of: 29,034 initial director grant + 9,871 Mar 2024 grant + 13,356 Sep 2024 grant |
| Hedging/Pledging | Prohibited for directors under insider trading policy | No pledging allowed; 10b5-1 plans permitted under policy |
| Ownership guidelines | Not disclosed | — |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | URL |
|---|---|---|---|---|---|---|---|
| 2025-06-20 | 2025-06-17 | A (Award) | Stock Option (Right to Buy) | 16,623 | $10.24 | 16,623 | https://www.sec.gov/Archives/edgar/data/1984086/000095017025088622/0000950170-25-088622-index.htm |
Governance Assessment
-
Strengths:
- Independent director with deep finance background; audit chair and designated financial expert improve oversight of reporting, controls, and risk management .
- Attendance threshold met (≥75%); committee leadership and signed audit report indicate active engagement .
- Clear policies on clawbacks (executive incentive recovery), hedging/pledging prohibitions, and related-party reviews through Audit Committee reduce governance risk .
-
Watch items:
- Multiple concurrent public boards (BGNE, NBIX, OGN) could create time/attention constraints; monitor attendance/engagement in future disclosures .
- Interlock at Organon with another Septerna director (Dr. Ezekowitz) requires ongoing conflict screening; no related-party transactions disclosed involving Ms. Sharp .
- Director equity awards include sale/IPO-related acceleration; while typical pre-IPO, ensure alignment post-IPO via annual grants governed by policy rather than transactional triggers .
-
Compensation alignment:
- 2024 mix skewed toward options ($244k grant-date fair value vs. $34k cash), consistent with early-stage biotech governance and alignment with shareholder outcomes; post-IPO policy standardizes cash retainers and annual option grants .