Thomas Ricks
About Thomas Ricks
Thomas “Tom” Ricks (age 72) has served on Sensei Biotherapeutics’ board since 2015. He is the former CIO of H&S Ventures, LLC (2001–2018) and previously served as CEO of The University of Texas Investment Management Company (UTIMCO) (1996–2001). He holds a B.A. in Economics from Trinity College and an M.B.A. from the University of Chicago . At SNSE, he is an independent director, Chair of the Audit Committee, and designated “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&S Ventures, LLC | Chief Investment Officer | 2001–2018 | Led a Forbes 150 family office; institutional investment leadership |
| UTIMCO | Chief Executive Officer | 1996–2001 | Oversaw large endowment asset management |
| Newfield Exploration Company | Director; Audit Committee Chair (most recently) | 1992–2019 | Chaired Audit; long-tenured E&P board service |
| BDM International (acq. by TRW); LifeCell; Argus Pharmaceuticals | Director (private companies) | n/a | Various private board roles |
| Ocean Institute; St. David’s Foundation; UC Irvine Foundation | Director/Investment Committee member | n/a | Non-profit governance and investment oversight |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Ovintiv Inc. | Director | Since 2019 | Chair, Human Resources & Compensation; member, Corporate Responsibility & Governance |
Board Governance
- Independence: SNSE’s board determined Mr. Ricks is independent under SEC and Nasdaq standards; only the CEO is non-independent .
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Financial expert: Board designated Mr. Ricks as an “audit committee financial expert” .
- Meetings and attendance: 2024 board met 6 times; each director attended ≥75% of board and relevant committee meetings. Independent directors held 4 executive sessions .
- Committee activity (2024):
- Audit Committee: 4 meetings; members Ricks (Chair), Kristian Humer, Bob Holmen .
- Compensation Committee: 3 meetings; members William Ringo (Chair), Ricks, Holmen, James Peyer .
- Nominating & Corporate Governance: 0 meetings; acted by unanimous written consent .
- Audit Committee report: Recommended inclusion of 2024 audited financials in Form 10-K; signed by Thomas Ricks (Chair) .
- Election results: Re-elected June 11, 2024 with 10,231,306 votes for, 756,108 withheld (broker non-votes 6,120,844) .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 55,000 | — | 10,164 | 65,164 |
| 2023 | 55,000 | 5,449 | 13,976 | 75,555 |
Non-employee director cash retainer schedule (effective 2024, cash unchanged from prior policy, except Comp Chair retainer restored to $10k):
- Annual director retainer $35,000; Audit Chair +$15,000; Compensation member +$5,000; Nominating member +$4,000; Independent Chair +$35,000 .
Performance Compensation
| Award | Grant Date | Shares/Options | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Stock Option | Jun 10, 2024 | 19,000 | $0.71 | Director annual options vest monthly to be fully vested by earlier of 1 year or next annual meeting (per 2024 policy) | 2024 policy shifted to options-only for directors |
| Annual RSU | Jul 10, 2023 | 4,466 RSUs (per director) | n/a | Vested in full on 1st anniversary (per 2022 policy) | 2024 policy eliminated RSUs in favor of options |
| Annual Stock Option | Jul 10, 2023 | 14,550 | $1.22 | Monthly to earlier of 1 year or next annual meeting (per 2022 policy) |
Policy terms affecting directors:
- Change-in-control: All director equity vests in full upon a change in control .
- Post-termination exercise: Director options remain exercisable for the longer of years of board service or fixed windows (up to four years) per 2024 policy; applies retroactively to prior grants .
- 2023 governance action: Board canceled all director options with exercise price ≥$16.32 in Feb 2023 (not a repricing) .
Performance metrics: No performance-based metrics disclosed for director compensation; director equity is service-vested time-based (not tied to financial/ESG metrics) .
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Large shareholder proximity | H&S Investments I LP holds 17.6% of SNSE. Mr. Ricks is the former CIO of H&S Ventures, LLC (2001–2018). No related-party transactions involving Mr. Ricks/H&S disclosed; Audit Committee (which Ricks chairs) reviews related-party transactions . |
| Cambrian Biopharma (director affiliation) | Director James Peyer is CEO of Cambrian; SNSE repurchased shares from Cambrian in 2023 per related-party disclosure; no involvement by Mr. Ricks indicated . |
| External board | Ovintiv Inc. (energy) – Chair HRC; not a supplier/customer/competitor to SNSE’s biotech programs (no conflict disclosed) . |
Expertise & Qualifications
- Finance/investments: Former CIO (family office) and CEO of a large endowment manager (UTIMCO) .
- Audit/controls: Designated audit committee financial expert by SNSE board .
- Public company governance: Long-tenured director/chair roles at resource companies (Newfield; Ovintiv) .
- Education: B.A. Economics (Trinity College); M.B.A. (University of Chicago) .
Equity Ownership
| Holder | Shares/Common | Options Exercisable ≤60 Days | Warrants | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| Ricks Family Trust (trustee: Thomas Ricks) | 334,931 | — | 1,457 | 336,388 | — |
| Thomas Ricks (direct) | 8,932 | 66,036 | — | 74,968 | — |
| Total (SEC beneficial ownership) | — | — | — | 411,356 | 1.6% (of 25,208,068 shares) |
Notes:
- Ownership computed per SEC rules including options exercisable within 60 days of March 18, 2025 .
- No pledging/hedging: Company policy prohibits short sales, options, hedging transactions, and margin accounts for directors (reduces pledging risk) .
Governance Assessment
Strengths
- Independent director with deep capital allocation and audit oversight experience; designated audit financial expert; chairs Audit Committee .
- Solid engagement: Board met 6x in 2024; each director attended ≥75%; four independent-only executive sessions .
- Compensation structure conservative for micro-cap biotech: modest cash retainers and time-based annual option grant; post-termination exercise policy enhances alignment without immediate cash cost .
- Oversight of related-party risks sits with the Audit Committee chaired by Ricks; policy framework in place .
Watch items / potential red flags
- Historical affiliation: Ricks is former CIO of H&S Ventures; an H&S affiliate (H&S Investments I LP) is a 17.6% shareholder. Board deems Ricks independent; no related-party transactions involving him disclosed, but perceived proximity warrants continued monitoring by the Nominating/Governance and Audit Committees .
- 2023 cancellation of underwater options for directors: not a repricing, but incentive redesign; investors typically scrutinize equity policy changes (context: subsequently shifted to options-only in 2024) .
Policy signals
- Hedging/pledging restrictions reduce misalignment risk .
- Clawback policy covers executive incentive comp (not directors) in event of restatement, aligning tone at the top on recoupment .
Appendix — Key Policy Tables
Director cash retainers (2024 Amended Policy)
| Role | Annual Cash ($) |
|---|---|
| Director retainer | 35,000 |
| Independent Board Chair | 35,000 |
| Audit Chair | 15,000 |
| Audit member (non-chair) | 7,500 |
| Compensation Chair | 10,000 |
| Compensation member (non-chair) | 5,000 |
| Nominating Chair | 8,000 |
| Nominating member (non-chair) | 4,000 |
Director equity (evolution)
- 2022 policy: annual option 14,550 and RSU 4,466; full vest on change in control .
- 2024 policy: annual option 19,000; options-only; extended post-termination exercise; full vest on change in control .
Shareholder vote (Ricks re-election, 2024)
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Thomas Ricks | 10,231,306 | 756,108 | 6,120,844 |