James Peyer
About James Peyer
James Peyer, Ph.D., age 38, has served on Sensei Biotherapeutics’ board since January 2020. He is Chief Executive Officer of Cambrian Biopharma (founded 2019), previously founded Cleara Biotech (Executive Director, 2018–2019), was Managing Partner at Apollo Health Ventures (2016–2019), and a consultant at McKinsey & Company (2015–2016). He holds a B.A. in Biology (University of Chicago) and a Ph.D. in Stem Cell Biology (UT Southwestern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sensei Biotherapeutics (SNSE) | Independent Director | Jan 2020–present | Member: Audit, Compensation; Nominating & Corporate Governance (member); Past: Science & Technology (member) |
| Cambrian Biopharma | Founder & Chief Executive Officer | 2019–present | Significant SNSE shareholder leadership; potential interlock via ownership |
| Cleara Biotech | Executive Director | 2018–2019 | Biopharma operating role |
| Apollo Health Ventures | Founder & Managing Partner | 2016–2019 | Venture leadership in biotech |
| McKinsey & Company | Consultant | 2015–2016 | Strategy/operations experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Cambrian Biopharma | CEO | Private | 5%+ SNSE holder; Peyer may direct voting/disposition subject to Cambrian board |
Board Governance
- Independence: Board determined all directors except CEO (John Celebi) are independent; Peyer classified as independent under SEC/Nasdaq standards .
- Committee assignments and chairs (2024): Audit (member), Compensation (member), Nominating & Corporate Governance (member; committee composed of Ringo and Peyer with Ringo as Chair); Science & Technology committee dissolved effective Dec 31, 2024 .
- Attendance: Board met six times in FY2024; every board member attended 75% or more of board and applicable committee meetings; independent directors held four executive sessions .
- 2024 committee activity: Audit (4 meetings), Compensation (3), Nominating & Corporate Governance (acted by unanimous written consent; 0 meetings) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,000 | $49,000 |
| Policy Annual Cash Retainer ($) | $35,000 (policy) | $35,000 (policy) |
| Committee Cash Retainers (policy) | Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; Nominating Chair $8,000; Nominating member $4,000; Science Chair $10,000; Science member $5,000 | Same (Comp Chair confirmed at $10,000 after March 2024 amendment; Science retainers discontinued for 2025) |
Notes:
- Peyer’s cash fees reflect base retainer plus committee retainers under the policy .
- Science & Technology Committee retainers discontinued beginning 2025 after dissolution .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards (Grant-date fair value, $) | $13,976 | $10,164 |
| Annual Director Option Grant | 14,550 options on July 10, 2023; exercise price $1.22; monthly vesting; fully vested by next AGM | 19,000 options on June 10, 2024; exercise price $0.71; monthly vesting; fully vested by next AGM |
| Director Equity Policy (2024 amendment) | RSUs + options historically | Options-only: initial 38,000; annual 19,000; independent chair +10,000 options; full vesting on change-of-control; extended post-termination exercise windows (up to 4 years, subject to conditions) |
- No performance metrics apply to director equity grants; grants are time-based and accelerate on change-of-control .
Other Directorships & Interlocks
| Entity | Nature | Detail | Potential Conflict |
|---|---|---|---|
| Cambrian Biopharma | Ownership | Beneficial owner of 14.7% SNSE common; Peyer is CEO and may direct voting/disposition for Cambrian subject to its board | Board oversight mitigant via related party policy; independence affirmed |
Expertise & Qualifications
- Biopharma company-building (founder/CEO at Cambrian; operating roles at Cleara; venture leadership at Apollo) .
- Scientific training (Ph.D. in Stem Cell Biology), relevant to oncology/immunotherapy pipeline oversight .
- Strategic and advisory experience (McKinsey) .
Equity Ownership
| Metric | Apr 15, 2024 | Mar 18, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 3,696,061 | 3,719,156 |
| Ownership (% of outstanding) | 14.7% | 14.7% |
| Composition | 3,648,654 common; 47,407 options exercisable within 60 days | 3,653,120 common; 66,036 options exercisable within 60 days |
- Shares pledged: No disclosure of pledging; Insider trading policy prohibits short sales, options hedging, margin accounts, and other speculative transactions for directors .
- Stock ownership guidelines: Not disclosed for directors; Corporate Governance Guidelines aim to align director/management interests with stockholders .
Governance Assessment
- Strengths: Independent director with deep biopharma and scientific expertise; active committee participation (Audit, Compensation, Nominating & Governance); acceptable attendance; independent executive sessions .
- Alignment: Significant skin-in-the-game via beneficial ownership (14.7%) and ongoing director equity grants; anti-hedging policy supports alignment .
- Red Flags:
- Related-party exposure: Company repurchased 1,587,302 shares from Cambrian (Peyer-led) at $1.26/share (~$2M) in Aug 2023; governed by related party policy and Audit Committee oversight but remains a perceived conflict risk .
- Committee sensitivities: Peyer’s participation on Compensation and Nominating & Corporate Governance while being CEO of a 5%+ holder requires continued robust independence monitoring and recusal protocols as appropriate .
- Signals: 2024 shift to options-only for director equity and extended post-termination exercise window could modestly increase director equity value retention; change-of-control full vesting persists—standard in small-cap biotech but watch for pay-for-performance dilution concerns .
Related-Party Transactions (context)
- Repurchases: Apeiron-related repurchase (4,454,248 shares at $1.58) in June 2023; Cambrian repurchase (1,587,302 shares at $1.26) in Aug 2023. Cambrian deal specifically implicates Peyer as Cambrian’s CEO .
- Policies: Audit Committee reviews related party transactions; formal policy requires best-interest determination and independence considerations .
Director Compensation (Detail)
| Component | 2023 (Peyer) | 2024 (Peyer) |
|---|---|---|
| Cash Fees ($) | $49,000 | $49,000 |
| Stock Awards ($) | $5,449 RSUs | — (policy moved to options-only) |
| Option Awards ($) | $13,976 | $10,164 |
| Total ($) | $68,424 | $59,164 |
| Outstanding Options (as of 12/31) | 48,620 options (grant mix/history) | 67,620 options |
Committee Assignments, Chairs, and Meetings (FY2024)
| Committee | Membership (Peyer) | Chair | Meetings |
|---|---|---|---|
| Audit | Member | Thomas Ricks | 4 |
| Compensation | Member | Bob Holmen | 3 |
| Nominating & Corporate Governance | Member (Committee: Ringo, Peyer; Ringo Chair) | William Ringo | 0 (acted by written consent) |
| Science & Technology | Dissolved effective Dec 31, 2024 | N/A | N/A |
Independence, Attendance, Engagement
- Independence: Confirmed by Board (Peyer independent) .
- Attendance: Board met 6 times; all directors, including Peyer, attended ≥75% of board and committee meetings; independent directors held 4 executive sessions .
- Engagement: Compensation Committee engaged Alpine Rewards for executive and director comp benchmarking (process rigor) .
Employment & Contracts
- Director-specific employment contracts: Not applicable. Director equity awards include post-termination exercise extensions per 2024 policy .
Say-on-Pay & Shareholder Feedback
- Not disclosed in 2024–2025 proxies for director-specific voting outcomes; auditor ratification and director elections conducted per standard items .
Risk Indicators & Red Flags
- Related party transaction with Cambrian (CEO Peyer) in 2023 repurchase—monitor ongoing transactions and recusals for conflicts .
- Hedging/pledging: Hedging prohibited; no pledging disclosed .
- Director equity acceleration on change-of-control—standard but watch optics in contested transactions .
Compensation Structure Analysis
- Mix shift: 2024 policy moved from RSU+options to options-only for directors; cash retainer unchanged; post-termination exercise period liberalized—could increase realized value and retention but reduces explicit performance linkage (still time-based) .
- Committee chair retainers rationalized (Comp Chair back to $10,000); avoids pay inflation from prior administrative increase .
Equity Ownership & Alignment (Skin-in-the-game)
- High alignment via 14.7% beneficial stake (Cambrian + options); incremental increase from 2024 to 2025 reflects option changes and Cambrian position; observe any future dispositions/acquisitions for signaling .
Summary Implications for Investor Confidence
- Strong domain expertise and substantial ownership align interests; independence affirmed. However, Cambrian’s status as a significant holder led by Peyer and the 2023 related-party share repurchase require continued scrutiny of recusals, audit oversight, and transparent disclosure to mitigate perceived conflicts. Director pay is modest in cash with standard small-cap equity practices; watch for cumulative equity value and change-of-control accelerations in potential strategic transactions .