Christopher Y. Chai
About Christopher Y. Chai
Christopher Y. Chai (age 58) is an independent Class III director of Surrozen, serving on the board since April 2021 and currently chairs the Audit Committee; he is deemed an “audit committee financial expert.” He is a Venture Partner at SR One Capital Management (since January 2021) and previously served as CFO of Principia Biopharma (2013–2020), CFO of MAP Pharmaceuticals, and VP of Treasury & IR at CV Therapeutics; he holds a B.S. in Operations Research & Industrial Engineering from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SR One Capital Management, LP | Venture Partner | Jan 2021–present | Works with portfolio companies on Wall Street engagement and financing strategy |
| Principia Biopharma Inc. | Chief Financial Officer | 2013–2020 | Led company from early-stage to acquisition by Sanofi S.A. |
| MAP Pharmaceuticals, Inc. | Chief Financial Officer | Not disclosed in proxy | — |
| CV Therapeutics, Inc. | VP, Treasury & Investor Relations | Not disclosed in proxy | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (no current public company directorships listed for Mr. Chai) | — | — | — |
Board Governance
- Committee assignments and leadership
- Audit Committee: Chair; independent; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member; independent .
- Independence status: Board determined all directors other than the CEO (Craig Parker) are independent; thus Mr. Chai is independent .
- Attendance and engagement
- 2024: Board met 10x; Audit 5x; Nominating & Corporate Governance 2x; each director attended ≥75% of aggregate Board+committee meetings during service in 2024 (exception noted for another director; Mr. Chai met the threshold) .
- 2023: Board met 8x; each incumbent director attended ≥75% of meetings .
- Executive sessions: Non-management director sessions regularly; independent directors meet in private session at least twice annually .
- 2024 director election result (support signal): Stockholders voted FOR Mr. Chai with 1,267,311 For, 147,380 Withheld, and 393,588 broker non-votes (Annual Meeting held June 5, 2024) .
Fixed Compensation
| Year | Board Retainer ($) | Committee/Chair Fees ($) | Total Cash Fees ($) |
|---|---|---|---|
| 2024 | 35,000 (standard non-employee director retainer) | 19,000 (Audit Chair $15,000; N&G member $4,000) | 54,000 (fees earned or paid in cash) |
| 2023 | 35,000 (standard non-employee director retainer) | 19,000 (Audit Chair $15,000; N&G member $4,000) | 54,000 (fees earned or paid in cash) |
Notes:
- Policy also provides $30,000 additional retainer for Board Chair (not applicable to Mr. Chai) .
- No meeting fees disclosed; directors are reimbursed for expenses .
Performance Compensation
| Year | Equity Instrument | Grant Date | Shares/Options | Exercise/Grant Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Nonstatutory stock option | June 2024 | 1,333 | $11.00 | 11,004 | Fully vests on one-year anniversary |
| 2023 | Nonstatutory stock option | May 2023 | 1,333 | $8.40 | 8,051 | Fully vests on one-year anniversary |
Policy notes:
- Annual director option grants are for 1,333 options vesting on the first anniversary; initial appointment grants are 2,666 options vesting monthly over 36 months .
- Director options accelerate and vest in full immediately prior to a Change of Control for directors in continuous service .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Chai .
- Compensation committee interlocks (company-wide disclosure): None of the compensation committee members has been an officer/employee; no interlocks with executives of other companies’ comp committees .
Expertise & Qualifications
- Capital markets and finance: Former CFO at multiple biopharma companies; experience taking Principia to sale; Venture Partner at SR One since 2021 .
- Audit and oversight: Serves as Audit Committee Chair; designated audit committee financial expert; audit committee responsibilities include oversight of financial reporting, internal control, auditor independence, and related-party transactions .
- Education: B.S., Operations Research & Industrial Engineering, Cornell University .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Ownership Detail |
|---|---|---|---|
| Christopher Y. Chai | 5,007 | <1% | 2,341 shares subject to restricted stock awards; 2,666 options exercisable within 60 days (as of Mar 19, 2025; 3,281,169 shares outstanding) |
Alignment, pledging/hedging, guidelines:
- Anti-hedging/pledging: Company policy prohibits short sales, options, hedging transactions, margin accounts, and pledges for directors and employees .
- Ownership guidelines: Corporate Governance Guidelines reference stock ownership expectations generally; specific director ownership multiples not disclosed in the proxy .
Governance Assessment
- Positives and confidence signals
- Independent director; chairs Audit Committee; designated audit committee financial expert—supports strong financial oversight .
- Consistent engagement: Met attendance threshold in 2023 and 2024; Board and committees met regularly (Board 10x in 2024; Audit 5x) .
- Shareholder support: Received 1.27M For votes in 2024 director election, indicating broad backing from voting holders .
- Conservative director pay structure: Cash retainer + modest time-based option grants; no performance metrics or cash bonus for directors .
- Risk controls: Anti-hedging/pledging policy; Dodd-Frank–compliant clawback policy adopted (executive-focused), signaling governance posture .
- Watch items
- Related-party environment: Multiple related-party transactions involving entities affiliated with The Column Group (e.g., 2024 research collaboration with TCGFB; 2024/2025 private placements); while not implicating Mr. Chai, Audit Committee oversight of such transactions is critical .
- Historical option repricing (Oct 2022) for employees/executives (not directors) reflects past use of shareholder-unfriendly tool; continued board vigilance warranted .
Director Compensation (Detail)
| Year | Cash Fees ($) | Option Awards Fair Value ($) | Total ($) | Option Holdings at Year-End |
|---|---|---|---|---|
| 2024 | 54,000 | 11,004 | 65,004 | 3,999 options held as of Dec 31, 2024 |
| 2023 | 54,000 | 8,051 | 62,051 | 2,666 options held as of Dec 31, 2023 |
Board/Shareholder Voting Snapshot (2024)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Christopher Y. Chai (Class III) | 1,267,311 | 147,380 | — | 393,588 |
| Ratify E&Y as auditor (FY2024) | 1,803,744 | 416 | 4,119 | — |
Related-Party Exposure (Context for Audit Chair Oversight)
- TCGFB collaboration: Up to $6.0M payments to Surrozen plus a warrant from TCGFB (controlled by The Column Group); board-level recusal noted for another director due to related party .
- Private placements (Apr 2024, Mar 2025): Significant participation by entities affiliated with The Column Group; warrant repricing/cancellation adjustments in Mar 2025 .
Policies Relevant to Alignment and Risk
- Anti-hedging/anti-pledging policy for directors and employees .
- Director equity acceleration upon Change of Control .
- Clawback policy (Dodd-Frank compliant) for executive compensation .
RED FLAGS (company context, not specific to Mr. Chai): Related-party transactions with significant stockholder affiliates; historical option repricing for employees/executives in 2022. Continued robust Audit Committee review and independent director oversight are important mitigants .