Jay Cross
About Jay Cross
Jay Cross, age 54, has served as Senti Biosciences’ Chief Financial Officer since March 3, 2025 and became the company’s principal financial officer and principal accounting officer immediately following the filing of the 2024 Annual Report . He previously held senior financial leadership roles at Sonnet BioTherapeutics and spent ~20 years in healthcare finance and investing at Chardan, SAC Capital, Citadel, Balyasny Asset Management, and earlier in equity research at Hambrecht & Quist and Goldman Sachs; he holds an MPH from Yale and a BS from Washington & Lee . Under his tenure, the company filed SOX 302 and 906 CFO certifications for the Q3 2025 10‑Q , and reported a $5.2 million improvement in year‑to‑date net loss versus 2024 for the nine months ended September 30, 2025 . Management highlighted CFO transition effectiveness as an execution risk factor potentially impacting operations and strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonnet BioTherapeutics | Chief Financial Officer & Chief Business Officer | May 2019–Feb 2025 | Directed capital markets campaign raising over $100 million |
| Chardan Capital | Managing Director, Healthcare Investment Banking | Nov 2015–Mar 2019 | Focused on biopharmaceuticals |
| Alere Financial Partners | Director | May 2014–Jun 2015 | Corporate finance advisory in healthcare |
| Balyasny Asset Management | Senior Analyst (Healthcare) | May 2011–Oct 2013 | Professional investor on diversified healthcare portfolios |
| Hambrecht & Quist; Goldman Sachs | Equity Research Associate (Biotech) | 1999–early career | Foundational sell‑side coverage experience |
| SAC Capital; Citadel | Buy‑side investor (Healthcare) | Not disclosed | Multi‑manager hedge fund investing roles |
External Roles
| Organization | Role | Years |
|---|---|---|
| — | None disclosed (no public company boards/committee roles indicated) | — |
Fixed Compensation
| Component | Detail | Amount | Effective/Reference | Notes |
|---|---|---|---|---|
| Base Salary | Initial annual base salary | $465,000 | Effective Mar 3, 2025 | Offer Letter dated Feb 4, 2025 |
| Target Bonus % | % of base | 40% | Effective Mar 3, 2025 | Annual target bonus eligibility |
| Sign‑on Bonus | One‑time cash bonus | $50,000 | Payable if employed 120 days after start | Repayable if departure prior to 14 months after Mar 3, 2025 (except certain instances) |
| Employment Term | At‑will | — | Offer Letter dated Feb 4, 2025 | No fixed term |
Performance Compensation
Annual Bonus Framework (company criteria reference)
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Corporate objectives (R&D progress, capital raising, other targets) | Not disclosed | Not disclosed | Not disclosed | Discretionary per Compensation Committee |
Equity Awards – Options
| Type | Plan | Grant Shares | Exercise Price | Vesting | Conditions |
|---|---|---|---|---|---|
| Nonstatutory Stock Option | 2022 Inducement Plan | 174,200 (or 44,000 if Proposal No. 2 failed) | Fair Market Value at grant | 25% on first anniversary of Mar 3, 2025; remaining shares vest monthly over 36 months | Subject to stockholder approval at Mar 6, 2025 Special Meeting (Proposal No. 2) |
RSUs/PSUs for Mr. Cross were not disclosed in the March 7, 2025 executive grants table (dashes shown for CFO) .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Common shares beneficially owned (as of April 28, 2025) | None; Jay Cross did not beneficially own any shares |
| Ownership as % of shares outstanding | None (no reported beneficial ownership) |
| Options exercisable within 60 days (as of April 28, 2025) | Not disclosed for Jay Cross in principal stockholders table |
| Pledging/Hedging | Prohibited by company policy; as of the proxy date, no executive officers/directors had engaged in hedging or pledging |
| Clawback | Compensation recovery policy adopted Oct 2, 2023 for incentive‑based pay tied to financial measures |
Employment Terms
| Term | Details |
|---|---|
| Start Date | March 3, 2025 |
| Role Scope | CFO; principal financial officer and principal accounting officer effective after 2024 Annual Report filing |
| Offer Letter Date | February 4, 2025 |
| Employment | At‑will; no specific term |
| Change‑in‑Control | Eligible to enter standard Change in Control Agreement 180 days after start date (terms not disclosed) |
| Indemnification | Standard form indemnification agreement entered in connection with appointment |
| Insider Trading/Ownership Policy | Prohibits short sales, derivatives, margin use, and pledging; compliance noted |
Performance & Track Record
- Filed SOX 302 and 906 CFO certifications with the Q3 2025 10‑Q (dated Nov 13, 2025), attesting to fair presentation and effectiveness of disclosure controls .
- Nine months ended Sep 30, 2025 vs 2024: net loss improved by $5.2 million; operating expenses increased $5.3 million (R&D +$3.2 million; G&A +$2.0 million), with other income improving $10.5 million .
- Management explicitly flagged the CFO transition as a potential execution risk affecting operations and strategy post‑appointment .
Compensation Committee Analysis
- Compensation Committee composed of independent directors; administers equity plans, sets CEO objectives, approves executive compensation, and oversees clawback policy .
- The Amended and Restated 2022 Equity Incentive Plan authorizes ISOs/NSOs/RSUs/Performance Awards, prohibits repricing without stockholder approval, and includes automatic annual share reserve increases; effective March 6, 2025 upon stockholder approval .
Investment Implications
- Alignment: Cross’s package emphasizes at‑risk pay via time‑based stock options struck at fair market value; no reported RSUs/PSUs at hire, and no current share ownership as of April 28, 2025—alignment will build as options vest and potentially become in‑the‑money .
- Retention: A $50,000 sign‑on bonus clawback through month 14 and 4‑year option vesting support retention; eligibility for a standard change‑in‑control agreement after 180 days adds protection but terms are undisclosed .
- Selling pressure: First option tranche vests on March 3, 2026 with monthly vesting thereafter; if options become in‑the‑money, incremental supply from exercisable shares could emerge over time, subject to trading windows and policy constraints .
- Governance/risk: Strong policy guardrails (hedging/pledging bans, clawback) and formal CFO certifications support governance quality; management acknowledges transition execution risk, and internal-control remediation remains a stated focus area in risk disclosures .