Bryan Baum
About Bryan Baum
Bryan Baum (age 36) is an independent, non-employee Class II director of Senti Biosciences appointed July 18, 2025, with a background as a serial entrepreneur and venture investor, and current Managing Partner of K5 Global. He studied Game Theory at Swarthmore College and Oxford University and has founded and exited multiple companies (Represent.com to CustomInk in 2016; Blue Vision Labs to Lyft in 2018; Parrot to Filevine in 2025) and serves on the board of the Federal Drug Agents Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Senti Biosciences, Inc. | Director (Class II) | Appointed Jul 18, 2025; term to 2027 annual meeting | Audit Committee member effective Jul 31, 2025; Audit Committee currently Fran Schulz (Chair), Feng Hsiung, Bryan Baum |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| K5 Global | Co-Founder & Managing Partner | Jan 2020–present | Portfolio investing; financial and investment management expertise cited as qualification |
| Federal Drug Agents Foundation | Board member | Not disclosed | Non-profit governance role |
| Represent.com (e-commerce) | Co-Founder; exited to CustomInk | Exit in 2016 | Founder/operator track record |
| Blue Vision Labs (AV mapping) | Co-Founder; exited to Lyft | Exit in 2018 | Founder/operator track record |
| Parrot (legal tech) | Co-Founder; exited to Filevine | Exit in 2025 | Founder/operator track record |
| Operam (data analytics/marketing) | Founder | Not disclosed | Founder/operator track record |
Board Governance
- Board size increased from seven to eight upon Baum’s appointment; he fills the new seat as a Class II director through 2027 or earlier departure .
- Audit Committee membership revised in July 2025; composition is Fran Schulz (Chair), Feng Hsiung, Bryan Baum .
- Senti does not have a Chairperson or Lead Independent Director; the CEO presides over board and stockholder meetings, with independent directors holding regular sessions .
- Independence: The April 30, 2025 proxy identified five independent directors (not including Baum, who joined later). Baum is a non-employee director; his appointment was pursuant to a Celadon SPV 24 letter agreement linked to the December 2024 PIPE, indicating investor designation influence .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $35,000 | Non-Employee Director Compensation Policy (A&R effective Mar 7, 2025) ; Baum compensated per this policy |
| Audit Committee member retainer | $7,500 | Policy rate for Audit Committee members ; Baum appointed to Audit Committee Jul 31, 2025 |
| Meeting fees | None | Company does not pay additional compensation for attending meetings |
| Non-Executive Chair retainer | $30,000 | Policy amount (if applicable; Baum is not Chair) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Exercise Price | Change-of-Control Terms |
|---|---|---|---|---|---|
| Initial stock option (A&R 2022 Plan) | Jul 18, 2025 | 43,900 | 36 equal monthly installments over 3 years, subject to continued service | Equal to closing price on grant date per policy | Fully vests and is exercisable upon Change of Control |
| Annual stock option (A&R 2022 Plan) | At each annual meeting post Mar 7, 2025 | 21,950 | Vests in full on earlier of first anniversary or next annual meeting, subject to continued service | Equal to closing price on grant date | Fully vests and is exercisable upon Change of Control |
No director performance metrics (e.g., TSR/operational targets) are disclosed for Baum’s awards; director equity is time-based per policy .
Other Directorships & Interlocks
- Baum’s appointment was made pursuant to a December 2, 2024 letter agreement with Celadon Partners SPV 24, a major PIPE investor; Celadon held a significant equity stake and was entitled to designate directors (Tang; plus Hsiung and Baum), resulting in Celadon holding three of eight board seats as of Sep 30, 2025 .
- NEA held ~14.4% of common stock as of Sep 30, 2025 and had one board seat (Ed Mathers), indicating another investor-designated director .
Expertise & Qualifications
- Serial entrepreneur and investor with >200 angel investments (Uber, Airbnb, Slack, Flexport, Carta, PillPack, Sweetgreen) and portfolio through K5 Global (SpaceX, xAI, Anduril, Canva, Databricks, Grafana, OpenAI) .
- Education in Game Theory (Swarthmore; Oxford); recognized as World Economic Forum Technology Pioneer; Forbes 30 Under 30; adjunct professor at University of Southern California .
- Company cites “financial and investment management expertise” as qualification for board role .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Options granted (initial) | 43,900 | Granted at appointment; monthly vest over 36 months |
| Options granted (annual) | 21,950 per year | Beginning with first annual meeting following Mar 7, 2025 policy amendment |
| Beneficial ownership (shares) | Not disclosed | Baum joined post-Apr 28, 2025 proxy cutoff; principal holders table does not include Baum |
Governance Assessment
- Committee assignments and engagement: Rapid integration to Audit Committee within two weeks of appointment signals active committee engagement; Audit Committee chaired by a financial expert (Fran Schulz, CPA) .
- Compensation and alignment: Cash retainer is modest; equity grants are time-based options with change-of-control acceleration. Acceleration on change-of-control can create potential misalignment (short-term incentive at deal close), though it is standard in director policies; equity pricing follows market-based strike per policy .
- Independence and potential conflicts: Baum’s seat derives from Celadon designation rights tied to the Dec 2024 PIPE; Celadon-related transactions include the GeneFab Framework Agreement, Seller Economic Share, DMSA, and Option Agreement, and Celadon held three board seats by Q3 2025—this concentration is a governance red flag for investor influence and related-party exposure .
- Board leadership: Absence of Chair/Lead Independent Director centralizes meeting control with the CEO, which can dampen independent oversight; independent directors do hold sessions, but leadership structure may concern governance-focused investors .
- Attendance and engagement: 2024 attendance thresholds were met by then-serving directors (≥75%), but Baum’s 2025 attendance is not yet disclosed; monitor future proxies for his attendance .
RED FLAGS
- Investor influence: Celadon’s right to designate directors (including Baum) and its 37%+ ownership, combined with prior related-party arrangements (GeneFab transactions), increase the risk of conflicts of interest and undermine perceived board independence .
- Change-of-control acceleration: Director option acceleration upon change-of-control may bias decision-making around strategic transactions; standard but noteworthy in pay-for-performance assessments .
- No Lead Independent Director: CEO chairs meetings, potentially limiting independent challenge on strategy/oversight .
Context on PIPE and investor rights: The Dec 2024 PIPE issued 21,157 preferred shares and 31,735,500 warrants; stockholder approval enabled conversion to common and potential “change of control” under Nasdaq rules. Related parties included NEA, Bayer, Celadon, and the Iyer Trust (linked to an executive). Celadon’s substantial participation and director designations heighten governance risk around related-party influence .
Key Data References
- Appointment details (class, term, compensation, option grant, indemnification) .
- Audit Committee composition update (adding Baum) .
- Board structure (no Chair/Lead Independent Director; independent sessions) .
- Director compensation policy changes (A&R Mar 7, 2025; cash and equity retainers; acceleration terms) .
- Investor concentration and designations (Celadon three seats by Q3 2025; NEA stake and designation) .
- Related-party transactions (Celadon/GeneFab Framework Agreement; SESA; DMSA; Option Agreement; PIPE allocations) .