Timothy Lu
About Timothy Lu
Timothy Lu, M.D., Ph.D., is Senti Biosciences’ Chief Executive Officer and a director, serving as CEO since July 2016 and as a board member since June 2016; he was President from February 2018 until the role transitioned in May 2024. He is 44 years old as of April 28, 2025 and holds an M.D. from Harvard Medical School and a Ph.D. in Electrical and Biomedical Engineering from MIT, where he also earned undergraduate and M.Eng. degrees; he previously joined MIT’s faculty in 2010 and added a joint appointment in Biological Engineering in 2012 . Under his tenure, Senti reported no revenue in FY 2024 versus $2.561 million in FY 2023 and reduced its net loss from $71.1 million (FY 2023) to $52.8 million (FY 2024), reflecting lower operating expenses and positive fair value changes and sublease income in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Senti Biosciences | Chief Executive Officer | Jul 2016–present | Co-founder CEO; CODM overseeing gene circuit R&D platform and consolidated net loss as performance lens |
| Senti Biosciences | President | Feb 2018–May 2024 | Led operations prior to transition of President role to Kanya Rajangam in May 2024 |
| MIT (EECS) | Faculty | 2010–present | Academic leadership in synthetic biology; technology expertise feeds Senti’s platform |
| MIT (Biological Engineering) | Joint appointment | 2012–present | Cross-disciplinary technical expertise in bioengineering |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alliance for Regenerative Medicine | Board of Directors | Current | Governance role in sector advocacy |
| BiomX (PHGE) | Co-founder/SAB member | Historical/current | Industry connectivity and technical advisory |
| Tango Therapeutics (TNGX) | Co-founder/SAB member | Historical/current | Network ties across therapeutic development |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 618,757 | 12,031 | 401(k) matching; director role not additionally compensated |
| 2023 | 606,625 | 11,711 | 401(k) matching |
Performance Compensation
Annual Cash Incentive
| Year | Target Bonus % | Target ($) | Actual Payout ($) | Payout as % of Target | Metric Categories | Payment Basis |
|---|---|---|---|---|---|---|
| 2024 | 55% of base salary | 340,317 | 442,412 | 130% | Corporate objectives: research & product development, capital raising, other target goals | Determined by Compensation Committee based on goal achievement |
| 2023 | Not disclosed | — | 250,233 | Not disclosed | Not disclosed | Paid subsequent year per program |
Note: Target ($) for 2024 calculated as 55% of $618,757 base salary; payout amount from Summary Compensation Table .
Equity Awards (Grants and Vesting)
| Grant Date | Type | Shares/Units | Exercise Price ($) | Expiration | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| 2/2/2024 | RSU | 30,600 | — | — | 3 equal annual installments from 2/1/2024 | Time-based |
| 2/2/2024 | Option | 45,899 (9,565 ex.; 36,334 unex.) | 4.60 | 1/31/2034 | 48 monthly installments from 2/1/2024 | Time-based |
| 2/1/2023 | Option | 630,000 (131,248 ex.; 498,752 unex.) | 1.81 | 1/31/2033 | 48 monthly installments from 2/1/2023 | Time-based |
| 12/19/2021 | Option | 2,187,850 (820,443 ex.; 1,367,407 unex.) | 9.92 | 12/18/2031 | 25% at 1-year then monthly over 36 months from 6/8/2022 | Performance condition satisfied at Merger; remaining time-based |
| 12/19/2021 | Perf. Option | 315,748 unearned | 9.92 | 12/18/2031 | Market-based hurdles; then staged vesting | Share-price hurdles: $148.20, $197.80, $247.30, $296.90 (20 of 30 trading days); then 50% vests at later of hurdle or 1-year; remaining 50% at later of earned date or 2-year |
| 2/2/2021 | Option | 454,024 ex. | 2.66 | 2/1/2031 | 25% at 1-year then monthly over 36 months from 1/1/2021 | Time-based |
Equity grant timing: annual awards typically in February; company did not time awards around MNPI windows and avoided grants near material filings in 2024 .
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 624,825 shares; 2.35% of common outstanding (26,072,527) | Includes direct, trust, spouse, and options exercisable within 60 days |
| Direct common shares | 55,949 | Held personally |
| Luminen Trust (trustee: Luminen Services, LLC) | 52,839 | Dr. Lu is settlor |
| Spousal holdings (Sandy Shan Wang) | 52,839 | Included in beneficial ownership |
| Options exercisable within 60 days | 463,198 | Included in beneficial ownership percentage |
| Hedging/derivatives | Prohibited by policy | Policy bans short sales, options, derivatives, hedging transactions |
| Pledging/margin | Prohibited by policy; none previously engaged | Policy bans pledging/margin collateralization |
| Ownership guidelines | Not disclosed | — |
As of 12/31/2024 the closing price was $3.51; options with $9.92 strikes were out-of-the-money, while some earlier grants at $2.66 and $1.81 were in-the-money relative to that price . The company noted the weighted average employee option exercise price of $36.36 made many options non-retentive under current market conditions, prompting an equity pool increase request .
Employment Terms
- Offer letter (Dec 2018): initial base salary $400,000, signing bonus $168,333, target annual bonus 40% of base salary; at-will employment and eligibility for benefits .
- Severance and Change-in-Control Agreement (July 2022):
- Qualifying termination (without cause/for good reason): 12 months base salary; prorated portion of target annual bonus; any earned but unpaid prior-year bonus; up to 12 months of continued group health benefits .
- Change-in-control window (3 months pre / 12 months post): 18 months base salary; target annual bonus for year of termination; any earned but unpaid prior-year bonus; up to 18 months of group health benefits; accelerated vesting of all time-based equity (and time-based components of mixed awards) .
- 280G/4999 cutback: benefits reduced if it increases after-tax outcome .
- Clawback: Compensation recovery policy effective October 2, 2023 covering incentive-based compensation tied to financial reporting measures for the 3 years preceding a required restatement, subject to exceptions permitted by SEC/Nasdaq .
- Pension/Deferred comp: No pension or defined benefit plans; no nonqualified deferred compensation participation in 2024 .
Board Governance
- Board service: Director since 2016; Class I director with term expiring at the 2026 annual meeting .
- Leadership structure: No Chair or Lead Independent Director; the CEO presides over board and stockholder meetings, justified by size and operational needs; board reviews leadership structure periodically .
- Committee structure and independence:
- Compensation Committee: Members Brenda Cooperstone (Chair) and Edward Mathers; both independent per Nasdaq and Rule 16b-3 .
- Nominating & Corporate Governance Committee: Members Edward Mathers (Chair) and James J. Collins; both independent .
- Audit Committee: Membership includes Edward Mathers (footnote), with committee responsibilities and oversight described elsewhere in proxy .
- Meetings and attendance: 2024—Board met 9 times; Audit 4, Compensation 5, Nominating 1; each director attended at least 75% of aggregate board and committee meetings during their service period .
- Insider trading/pledging policy: Strict prohibitions; no hedging or pledging transactions by executives/directors as of proxy date .
- Director compensation: Dr. Lu receives no additional compensation for director service; director pay consists of retainers and option awards; policy updated March 7, 2025 with adjusted grant sizes and retainers .
Director Compensation (context for dual role)
| Item | Policy/Amount |
|---|---|
| Board annual cash retainer | $35,000; committee and chair retainers per committee (Audit Chair $15,000; member $7,500; Compensation Chair $15,000; member $7,500; Nominating Chair $8,000; member $4,000) |
| Director equity (A&R as of 3/7/2025) | Initial option 43,900 shares; annual option 21,950 shares; 10-year term; change-of-control acceleration |
| CEO as director | No additional compensation for board service |
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation included base salary ($618,757), non-equity incentive cash ($442,412), RSUs ($140,760) and option awards ($159,141) for total $930,690; mix shows meaningful at-risk equity and bonus components .
- Performance metric rigor: 2024 bonus driven by corporate objectives including R&D milestones and capital raising; payout at 130% of target indicates stretch performance achievement, but detailed weightings/targets are not disclosed .
- Equity award structure:
- Significant legacy options with $9.92 strikes and market-hurdle options with high share-price targets indicate strong alignment with long-term stock performance, though many awards are currently out-of-the-money, limiting near-term realizable value .
- Company explicitly noted current options’ limited retentive value due to high weighted average exercise prices ($36.36), suggesting increased equity pool and potential shift to more usable awards for retention; repricing without stockholder approval prohibited .
- Clawback policy and governance safeguards: Adoption of compensation recovery policy (Oct 2023) and plan features prohibiting repricing and discount options improve pay-for-performance and governance quality .
Equity Ownership & Insider Selling Pressure Indicators
- Beneficial ownership of 2.35% provides skin-in-the-game via direct, trust, spousal holdings and near-term exercisable options .
- Hedging and pledging prohibitions reduce misalignment risk; none previously engaged .
- Many options are out-of-the-money (e.g., $9.92 strikes) relative to $3.51 year-end price; market-based hurdles at $148.20–$296.90 further delay realizable value, reducing near-term selling pressure; conversely, RSU schedules (three annual tranches from Feb 2024) create predictable vest-related events .
Employment & Contracts
| Term | Details |
|---|---|
| Employment start | Offer letter Dec 2018; CEO role since July 2016 |
| Initial comp terms | Base $400,000; sign-on $168,333; target bonus 40% |
| Severance (non-COC) | 12 months base; prorated target bonus; prior-year earned bonus; up to 12 months health benefits |
| Severance (COC window) | 18 months base; target bonus; prior-year earned bonus; up to 18 months health benefits; accelerated vesting for time-based equity components |
| Clawback | Required recovery of incentive-based comp upon restatements (3-year lookback) |
| Pension/deferred comp | None in 2024 |
Investment Implications
- Alignment: Lu’s 2.35% beneficial stake, strict anti-hedging/anti-pledging policy, and market-based option hurdles align incentives with long-term TSR; no additional director pay reduces dual-role pay complexity .
- Retention risk and dilution: With many options out-of-the-money and noted limited retentive value, the board’s move to expand the equity pool signals likely ongoing equity grants; investors should monitor annual burn/dilution and the mix of RSUs vs options as retention tools .
- Governance considerations: Absence of a Chair/Lead Independent Director and CEO presiding over meetings raises independence concerns; however, committees are independently chaired and meet regularly with strong attendance .
- Performance pay outcomes: 2024 bonus at 130% of target reflects aggressive goal attainment in R&D and capital raising; continued reliance on corporate objectives makes bonus outcomes sensitive to financing and clinical milestones—key trading catalysts around data releases and funding events .