Beth Seidenberg
About Beth Seidenberg
Beth Seidenberg, M.D., age 68, has served on Sagimet Biosciences’ Board since April 2007 and is currently an independent director and Chair of the Compensation Committee . She is Managing Director of Westlake Village BioPartners and previously a Managing Member of Kleiner Perkins life sciences funds; earlier senior R&D executive roles at Amgen, Bristol Myers Squibb, and Merck. Dr. Seidenberg holds a B.S. from Barnard College and an M.D. from the University of Miami, with post‑graduate training at Johns Hopkins, George Washington University, and NIH .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | SVP, Head of Global Development & Chief Medical Officer | Prior to 2005 (dates not specified) | Senior exec leading global development |
| Bristol Myers Squibb | Senior executive in R&D | Not disclosed | R&D leadership |
| Merck & Co., Inc. | Senior executive in R&D | Not disclosed | R&D leadership |
| Kleiner Perkins Caufield & Byers | Managing Member (life sciences funds) | Since May 2005 | Venture investing oversight |
External Roles
| Company | Role | Tenure Start | Notes |
|---|---|---|---|
| Acelyrin, Inc. (Nasdaq: SLRN) | Director | Oct 2020 | Public biotech board seat |
| Vera Therapeutics, Inc. (Nasdaq: VERA) | Director | Jun 2016 | Public biotech board seat |
| Kyverna Therapeutics, Inc. (Nasdaq: KYTX) | Director | Sep 2018 | Public biotech board seat |
| Westlake Village BioPartners | Managing Director | Founded Sep 2018 | VC firm founder/MD |
Board Governance
- Committee assignments: Compensation Committee Chair; not listed on Audit or Nominating & Corporate Governance Committees .
- Independence: Board determined Dr. Seidenberg is independent under Nasdaq rules .
- Attendance: In 2024, Board met 8x; Compensation Committee 8x; Audit 4x; NCG 3x; each director attended at least 75% of their committee meetings .
- Executive sessions: Independent directors meet without management present .
- Upcoming change: Merdad Parsey will not stand for reelection (was a Compensation Committee member); Board size reduced from 9 to 8 post‑meeting, implying Compensation Committee composition will change .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash or elect stock) | $40,000 | Payable quarterly; directors may opt to receive in fully vested shares |
| Compensation Committee Chair retainer | $10,000 | Annual |
| 2024 Fees Earned (Beth Seidenberg) | $51,875 | Actual cash fees paid in 2024 |
Performance Compensation
| Equity Award | Grant Date Policy Value | 2024 Reported Grant-Date Fair Value | Vesting | Change-of-Control Terms |
|---|---|---|---|---|
| Initial option grant (upon first election) | $300,000 | — | Vests in equal monthly installments over 3 years | Full accelerated vesting upon sale of the Company |
| Annual director equity award | $180,000 | $176,407 | Vests in equal monthly installments over 1 year | Full accelerated vesting upon sale of the Company |
- Equity plan administration: Compensation Committee administers the 2023 Stock Option and Incentive Plan; non‑employee director annual cap $500k, initial-year cap $750k .
- Grant timing: Non‑employee director equity grants generally occur following the annual meeting; policy states grants not timed around MNPI .
Other Directorships & Interlocks
| External Board | Potential Interlock with SGMT | Notes |
|---|---|---|
| Acelyrin (SLRN), Vera (VERA), Kyverna (KYTX) | No disclosed interlocks | No SGMT officer serves on these companies’ boards/comp committees; SGMT discloses no compensation committee interlocks in last year . |
| Kleiner Perkins-affiliated funds (KPCB PBD) | Significant shareholding | KPCB PBD reported 1,899,475 SGMT Series A shares (6.2%); shares held in name “KPCB Holdings, Inc., as nominee” . |
Expertise & Qualifications
- Board qualifications: Physician with senior executive pharma/biotech experience and venture capital track record, having incubated/invested in twenty‑five biotech ventures .
- Skills include clinical development leadership, life sciences investing, and governance of growth‑stage biopharmas .
Equity Ownership
| Holder/Source | Shares | % of Series A Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Beth Seidenberg) | 2,105,793 | 6.8% | As of April 14, 2025; includes options exercisable within 60 days |
| Directly held by Beth Seidenberg | 84,768 | — | Direct Series A |
| KPCB Holdings, Inc., as nominee (KPCB PBD) | 1,899,475 | 6.2% (fund-level) | Kleiner Perkins‑affiliated fund position; address and control persons disclosed |
| Seidenberg/Vogel Revocable Trust UA 3/6/03 | 46,875 | — | Dr. Seidenberg trustee |
| Stock options exercisable ≤60 days | 74,675 | — | Included in beneficial ownership per SEC rules |
- Shares pledged/hedged: No pledging or hedging disclosures specific to directors; SGMT maintains insider trading policy and Rule 10b5‑1 plan framework .
Insider Trades
| Filing Date | Form | Link | Notes |
|---|---|---|---|
| 2025-06-10 | Form 4 | Includes Rule 10b5‑1 checkbox language; transaction details not summarized here. | |
| 2024-06-07 | Form 4 (for 2024-06-05) | Transaction reported; specifics not summarized here. | |
| 2023-07-20 | Form 4 | Post‑IPO insider report. |
- Aggregated index: Insider filings indexed by third‑party sources .
Governance Assessment
- Positives:
- Long‑tenured independent director with deep biotech operating and investing experience; chairs Compensation Committee and is deemed independent under Nasdaq rules .
- Strong ownership alignment via direct, trust, and fund‑affiliated holdings totaling 6.8% of Series A; options also align incentives .
- Transparent non‑employee director compensation structure, balanced cash/equity, modest chair premia; equity vests monthly and accelerates only on change‑of‑control .
- Compensation consultant independence assessed (Aon selected Aug 2024); no conflicts identified .
- Attendance thresholds met; Board/committee cadence is established .
- Watch‑items / potential conflicts:
- Kleiner Perkins fund (KPCB PBD) is a >5% holder; Dr. Seidenberg’s historic affiliation requires continued monitoring of related‑party exposure, though SGMT discloses no related‑party transactions and maintains approval policies via Board/Audit Committee .
- Multiple external public biotech directorships may create time/attention constraints; however, no compensation committee interlocks or insider participation are disclosed .
- Controls and policies:
- Related‑party transaction policy requires Audit Committee/Board review for transactions >$120k or 1% of total assets; no such transactions disclosed for directors .
- Insider trading and Rule 10b5‑1 policies in place; Clawback Policy applies to Section 16 officers (not directly to directors) .
Compensation Committee Analysis
- Composition: Chair Beth Seidenberg; members Merdad Parsey and Timothy P. Walbert; all independent, non‑employee directors .
- Consultant: Aon plc selected after competitive process; independence factors reviewed and no conflicts found .
- Mandate: Oversees executive and director compensation, equity plans, severance/change‑of‑control protections, succession planning; administers compliance and plan design .
Director Compensation (2024 actuals)
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Beth Seidenberg, M.D. | $51,875 | $176,407 | $228,282 |
Equity Ownership Guidelines and Practices
- Ownership guidelines: Not specifically disclosed for directors in the proxy; SGMT posts governance documents on its website .
- Trading practices: Insider trading policy and Rule 10b5‑1 plan framework; directors prohibited from trading while in possession of MNPI .
Related Party Transactions
- Policy scope and approval: Comprehensive Board/Audit Committee approval framework; no related‑party transactions with Dr. Seidenberg disclosed in the proxy .
- KPCB PBD holding details: 1,899,475 shares held via nominee; managing members and address disclosed; indicates fund‑level governance and shared control (no veto power) .
Signals for Investors
- Alignment: Significant beneficial ownership (6.8%) and regular annual equity grants support alignment .
- Independence and process rigor: Independent chairing of Compensation Committee with independent consultant (Aon); absence of committee interlocks reduces conflict risk .
- RED FLAGS: None explicitly disclosed; monitor (i) continued independence amid fund affiliations, and (ii) time commitments across multiple public boards .