Jay Venkatesan
About Jay Venkatesan
Independent director since February 12, 2025; currently Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Background spans CEO/chairman roles and healthcare investing: former Chairman, President and CEO of Angion Biomedica (merged with Elicio Therapeutics in 2023), board director at Elicio Therapeutics, previously President and director of Alpine Immune Sciences (acquired by Vertex for $4.9 billion in May 2024), founder of Ayer Capital, and investment roles at Brookside Capital (Bain Capital), Patricof & Co. Ventures (Apax Partners), and McKinsey & Co. Education: M.D. (University of Pennsylvania), M.B.A. (Wharton), B.A. (Williams College). Class III director; current term expires at the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angion Biomedica | Chairman, President & CEO | Until merger with Elicio (2023) | Led company through strategic M&A to Elicio |
| Elicio Therapeutics, Inc. | Board Director | Current | Ongoing governance role; external seat |
| Alpine Immune Sciences | President & Board Director; co-founded via Alpine BioVentures | Acquired by Vertex (May 2024) | Corporate strategy; value creation culminating in $4.9B sale |
| Ayer Capital | Founder & Managing Partner | Prior | Global healthcare fund; capital markets expertise |
| Brookside Capital (Bain Capital) | Director | Prior | Co-managed healthcare investments |
| Patricof & Co. Ventures (Apax) | Venture investor | Prior | Early-stage investing |
| McKinsey & Co. | Consultant | Prior | Strategy advisory experience |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Elicio Therapeutics, Inc. | Director | Current | Biotech board seat |
Board Governance
- Committees: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit Committee qualifications: qualifies as an “audit committee financial expert”; committee meets heightened SEC/NYSE American independence standards; current members Jay Venkatesan (Chair) and Karen J. Wilson .
- Independence: Board determined Venkatesan is independent under NYSE American Section 803(A) .
- Board class/term: Class III; term expires at 2026 Annual Meeting .
- Attendance: In FY2024, none of the then-serving directors attended fewer than 75% of Board/committee meetings; directors are encouraged (not required) to attend annual meetings .
- Audit Committee remit: oversees financial reporting, auditor independence/fees, internal controls, risk oversight (including cybersecurity), whistleblower processes, and related party transactions approvals .
- Governance policies: Insider Trading Policy with trading windows/pre-clearance; Code of Ethics covering conflict handling and disclosure; clawback policy for executive compensation tied to financial metrics (NYSE American Section 811) .
Fixed Compensation
| Component | Annual Amount | Proration/Payment Terms | Notes |
|---|---|---|---|
| Board retainer (non-employee director) | $40,000 | Paid quarterly in arrears; prorated for days served | Effective April 1, 2024 Director Compensation Policy |
| Audit Committee Chair | $10,000 | Paid quarterly in arrears; prorated | Applies while serving as Chair |
| Nominating & Corporate Governance Committee member | $2,500 | Paid quarterly in arrears; prorated | Member fee; Chair is $5,000 (Venkatesan is a member) |
Per policy, chairs receive the chair fee but not the member fee for that committee .
Performance Compensation
| Equity Award Type | Grant Amount | Vesting | Timing/Eligibility |
|---|---|---|---|
| Initial Award (non-employee director) | 40,000 stock options | Vests in equal yearly installments over 3 years | Granted automatically on first trading day on/after start date as director |
| Annual Award | 10,000 stock options | Vests by next Annual Meeting or 1-year from grant | Granted to continuing non-employee directors at each Annual Meeting (transition award recipients excluded in 2024) |
- No performance metrics are specified for director equity awards (e.g., no revenue/EBITDA/TSR hurdles); options provide alignment via time-based vesting and equity exposure .
- Directors receive reimbursement of out-of-pocket expenses; no meeting fees; employee directors not paid for board service .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Elicio Therapeutics, Inc. | Director | External board; note that Serina director Karen J. Wilson also serves on Elicio’s board, creating information flow/network ties . |
- Board composition includes significant representation from Juvenescence (>5% holder) via directors Gregory H. Bailey (executive chairman of Juvenescence) and Richard Marshall (CEO of Juvenescence), which is a broader board-level influence consideration (not specific to Venkatesan) .
Expertise & Qualifications
- Capital markets and venture investing: founder of Ayer Capital; healthcare investing at Bain’s Brookside Capital and Apax/Patricof .
- Biotech company building and M&A: led Angion; President/director at Alpine Immune Sciences culminating in $4.9B acquisition by Vertex (May 2024) .
- Audit committee financial expert designation; financial sophistication under SEC/NYSE rules .
- Education: M.D. (University of Pennsylvania), M.B.A. (Wharton), B.A. (Williams) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (9/17/2025) | 100,386 shares; <1% of outstanding | Company had 10,537,181 shares outstanding; “<1%” reflected in table |
| Form 3 at appointment (2/13/2025) | No securities beneficially owned | Initial statement of beneficial ownership filed upon joining Board |
- Breakdown of vested vs. unvested/options exercisable within 60 days is not disclosed in footnotes shown; table percent marks “<1%” .
- No disclosure of pledging or hedging by Venkatesan; Insider Trading Policy covers trading windows and MNPI, but no explicit pledging/hedging prohibitions are stated in the excerpted policy .
Governance Assessment
- Strengths:
- Independent director and Audit Committee Chair with SEC “financial expert” qualification—positively supports financial reporting oversight and investor confidence .
- No related-party transactions under Item 404(a) at appointment; reduces conflict risk .
- Equity-based director compensation (initial and annual stock option grants) aligns incentives with long-term shareholder value via multi-year vesting .
- Audit Committee remit explicitly includes approval/oversight of related party transactions and enterprise risk (including cybersecurity), with Venkatesan as Chair .
- Risk indicators and context:
- Board includes two directors affiliated with Juvenescence, a >5% stockholder; concentrated investor influence is a governance consideration (though not a conflict for Venkatesan) .
- Convertible note/warrants financing approved in 2025 may be dilutive; Audit Committee oversight of related party transactions is relevant as one investor included Gregory Bailey, M.D. (board member/Juvenescence) .
- Insider Trading Policy emphasizes trading windows and pre-clearance; absence of explicit pledging/hedging restrictions in the excerpt may be a policy gap vs. best practices, depending on full policy text .
Overall signal: Venkatesan’s capital markets and M&A track record, independence, and Audit Chair role are governance positives; monitor ownership accumulation, any future related party dealings, and policy posture on hedging/pledging for alignment assurance .
RED FLAGS (currently none specific to Venkatesan)
- No Item 404(a) related-party transactions disclosed for Venkatesan at appointment .
- No delinquent Section 16 filings noted for Venkatesan; Form 3 filed timely with “no securities owned” .
Notes on Director Compensation Benchmarking
- Compensation Committee independence affirmed; authority to retain independent compensation consultants under charter .
- Director compensation is modest cash retainer plus options; no disclosed stock ownership guidelines for directors in the proxy excerpts .
Insider Trades
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement) | 2025-02-13 | No securities beneficially owned at appointment |