Donald Tang
About Donald Tang
Donald Tang (age 42) is a Class II director at Senti Biosciences, appointed in December 2024 with a term expiring at the 2027 annual meeting . He is the founder of Celadon Partners (private equity), serves on Vicarious Surgical’s board (since 2021), and previously sat on D8 Holding Corp’s board (2020–2021); earlier he was CEO of D.E. Shaw & Co. (Asia-Pacific) and a founding member of its Asia private equity business, having started his career at Citadel in 2003 . Tang holds a degree in computer science and business administration (minor in computational finance) from Carnegie Mellon University and is affiliated with the Harvard Kennedy School’s Mossavar-Rahmani Center (Advisory Council), Milken Institute (Special Advisor, China), and the Aspen Global Leadership Network .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.E. Shaw & Co. (Asia-Pacific) | CEO; sole investment-side partner in Asia; founding member of Asian PE business | 2004–2017 | Built regional private equity platform |
| D8 Holding Corp. | Director | 2020–2021 (until business combination) | SPAC board experience |
| Citadel Investment Group | Investment professional (early career) | 2003 | Hedge fund/markets foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Vicarious Surgical Inc. | Director | Since 2021 | Public company directorship |
| Celadon Partners | Founder | Current | PE sponsor; affiliate to major SNTI holder |
| Harvard Kennedy School M-R Center | Advisory Council member | Current | Policy/governance exposure |
| Milken Institute | Special Advisor (China) | Current | Global network |
| Aspen Global Leadership Network | Member | Current | Leadership network |
Board Governance
- Class/Term: Class II; term through 2027 annual meeting .
- Committee assignments: Not listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance as of April 28, 2025 (footnotes identify other directors on committees; Tang not indicated) .
- Independence: Board identifies independent directors as Brenda Cooperstone, Edward Mathers, Frances Schulz, Feng Hsiung, and Jim Collins; Tang is not listed as independent (likely due to Celadon affiliation) .
- Attendance: In 2024, the Board met 9x; Audit 4x; Compensation 5x; Nominating & Governance 1x; each director met the 75% attendance threshold for the period served .
- Appointment & designation rights: Tang was appointed as Celadon’s director designee concurrent with the December 2024 PIPE closing and the Board size was increased to accommodate his appointment . Celadon and NEA received designation rights for board seats via letter agreements, and the company adopted a corporate opportunities renunciation framework for investor designees (reduces duty to present opportunities)—both governance considerations investors should monitor .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Policy in effect through Mar 6, 2025, and unchanged under A&R policy effective Mar 7, 2025 |
| Committee chair/member retainers | Audit Chair $15,000; Audit Member $7,500; Compensation Chair $15,000; Compensation Member $7,500; N&CG Chair $8,000; N&CG Member $4,000 | Policy through Mar 6, 2025 and A&R policy from Mar 7, 2025 |
| 2024 cash paid (partial year) | $2,188 | For Tang’s 2024 service post-appointment |
Performance Compensation
| Equity Element | Shares/Value | Vesting/Terms | Notes |
|---|---|---|---|
| 2024 Option Awards (grant-date fair value) | $61,954 | Standard terms per 2024 program | Tang’s 2024 reported equity comp |
| Options outstanding at 12/31/24 | 12,500 | Per 2024 program | Company-wide table |
| Initial option (Dec 2024 appointment) | 12,500 shares | 36 equal monthly installments over 3 years; CoC full acceleration | As disclosed at appointment |
| Annual option (legacy policy at appointment) | 62,500 shares | Annual grant; terms per plan | As disclosed at appointment |
| A&R Director Equity (effective Mar 7, 2025) — Initial Award | 43,900 shares | 36 monthly installments over 3 years; 10-year term; strike = closing price at grant; CoC full acceleration | Applies to each non-employee director serving as of Mar 7, 2025 and new directors thereafter |
| A&R Director Equity (effective Mar 7, 2025) — Annual Award | 21,950 shares | Vests in full on earlier of 1-year or next annual meeting; 10-year term; strike = closing price at grant; CoC full acceleration | For continuing directors each annual meeting after Mar 7, 2025 |
Notes:
- No meeting fees are paid; expenses reimbursed per policy .
- The A&R policy (Mar 7, 2025) reflects a redesign of equity sizing (from 12.5k/62.5k legacy to 43.9k initial/21.95k annual), following input from compensation consultants .
Other Directorships & Interlocks
| Entity | Type/Role | Interlock/Exposure to SNTI |
|---|---|---|
| Vicarious Surgical Inc. | Public company; Director | External public board seat |
| D8 Holding Corp. | SPAC; Director (2020–2021) | Prior public role |
| Celadon Partners / Celadon Partners SPV 24 | Sponsor; Tang is a manager of Celadon Partners, LLC (sole manager of Celadon SPV 24) | Celadon SPV 24 invested in SNTI’s Dec 2024 PIPE: 9,777 Series A Preferred ($21,998,250) and 14,665,500 warrants; SPV reported 24,442,500 shares/underlying warrants beneficially (subject to ownership limits). Footnote states Tang does not have voting or investment power over Celadon’s holdings; “rule of three” disclaimers apply . |
| GeneFab, LLC / Valere Bio, Inc. | Contract manufacturing affiliate; Valere is wholly owned by a company managed by Celadon Partners | 2023 Framework Agreement: SNTI sold Alameda facility assets and IP schematics; subleased facility; DMSA for services with $18.9m advance and $8m credit; remaining cash consideration was waived in connection with Celadon’s 2024 PIPE investment—a related-party dynamic to monitor . |
Expertise & Qualifications
- Private equity and public company governance experience (Celadon founder; board service at Vicarious Surgical; D8 Holding) .
- Capital markets and investment pedigree (Citadel; CEO of D.E. Shaw Asia-Pacific; founding Asian PE business) .
- Global networks and policy forums (Harvard Kennedy School Advisory Council; Milken Institute advisor; Aspen GLN) .
- Technical/business education with computational finance minor (Carnegie Mellon University) .
Equity Ownership
| Holder | Shares (Direct) | Options Exercisable ≤60 Days | Total Beneficial | % of Outstanding | Reference Base (Shares O/S) |
|---|---|---|---|---|---|
| Donald Tang | 10,368 | 2,085 | 12,453 | <1% | 26,072,527 |
| Celadon Partners SPV 24 (affiliate of Tang as manager of Celadon Partners, LLC; no voting/investment power by Tang per footnote) | — | — | 24,442,500 (shares/warrants within 60 days; subject to limits) | 37.50% | 26,072,527 |
Additional notes:
- Company states no pledging by Tang; none disclosed for Tang individually (not mentioned) .
- Ownership limits in warrants and Series A may cap exercisability (e.g., 4.99%/9.99% up to 45% with notice, per warrant terms) .
Governance Assessment
-
Positives
- Capital alignment and access: Tang’s sponsor affiliation (Celadon) brought substantial capital via the 2024 PIPE, strengthening liquidity for SENTI-202 and operations .
- Relevant finance/PE expertise and global networks can aid partnerships, financing, and strategic transactions .
- Board attendance standards achieved across directors for 2024; governance processes (committee charters, director nomination, education oversight) disclosed .
-
Risks / RED FLAGS
- Independence: Board does not classify Tang as independent; he is a Celadon designee with continuing sponsor rights—potential for conflicts in transactions or strategic decisions .
- Corporate opportunities renunciation for investor designees reduces duty to present opportunities to SNTI (monitor for competitive overlaps or diverted opportunities) .
- Related-party exposure: 2023 GeneFab/Valere transaction with a Celadon-managed parent, amended in Dec 2024 when remaining cash consideration was waived in connection with Celadon’s PIPE—requires strong Audit Committee oversight and disclosure given scale and ongoing DMSA reliance .
- Concentrated ownership: Celadon SPV 24 reported 37.5% beneficial ownership (counting underlying securities), signaling significant influence; company notes “rule of three” and no voting/investment power by Tang, but governance optics remain sensitive .
- Preferred/warrant terms (e.g., 18% accruing dividend pre-conversion, 3x liquidation preference pre-stockholder approvals, redemption mechanics, and ownership caps) grant investors robust protections; when a director is affiliated with a protected holder, investors should scrutinize committee independence and recusals .
-
Compensation alignment
- Director pay is primarily equity-based and time-vested; no performance metrics are tied to director awards (typical for small-cap biotech) .
- 2025 A&R policy reduces annual option size vs. the appointment-era 62,500 annual disclosure and introduces a standardized 43,900 initial grant/21,950 annual grant framework—mitigating annual dilution while increasing initial onboarding equity; change-of-control acceleration remains .
Director Compensation (2024 Actuals)
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $2,188 |
| Option Awards (grant-date fair value) | $61,954 |
| Total | $64,141 |
| Options Outstanding at 12/31/24 (shares) | 12,500 |
Board & Committee Activity (Context)
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 9 |
| Audit Committee | 4 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance | 1 |
| Attendance Threshold | Each director ≥75% for period served |
Related-Party & Sponsor Transactions (Key Disclosures)
- 2024 PIPE (Dec 2, 2024): Celadon SPV 24 purchased 9,777 Series A Preferred ($21,998,250) and 14,665,500 warrants; NEA and Bayer also participated . Warrants generally exercisable post-stockholder approval, with 4.99%/9.99% beneficial ownership caps (up to 45% with notice), 5-year term, $2.30 exercise price .
- Designation Rights: Celadon and NEA received director designation rights; Tang appointed as Celadon’s designee .
- Corporate Opportunities: Renunciation provisions for investor designees adopted (monitor conflicts) .
- GeneFab/Valere (Aug 7, 2023 Framework Agreement): Asset sale/sublease/IP schematics to GeneFab (Valere is wholly owned by a company managed by Celadon Partners); DMSA with $18.9m advance and $8m credit; remaining cash consideration waived tied to Celadon’s 2024 PIPE .