Sukhi Jagpal
SUTRO BIOPHARMAAbout Sukhi Jagpal
Sukhi Jagpal, age 51, joined Sutro Biopharma’s Board in August 2024 as a Class III independent director and currently chairs the Audit Committee. He is a Chartered Professional Accountant, Chartered Business Valuator, and holds an MBA from Cornell’s Johnson Graduate School; prior roles include CFO of Sierra Oncology (IPO in 2015; acquired by GSK for $1.9B in 2022) and CFO of QLT Inc., with earlier finance positions at Pivotal, 360networks, and KPMG . The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Oncology | Chief Financial Officer | 2015–2022 | Led finance through IPO and GSK $1.9B acquisition |
| QLT Inc. | Chief Financial Officer; Senior Director Finance & Corporate Controller | 2012–2015; earlier | Public biotech finance leadership |
| Pivotal Corporation; 360networks; KPMG LLP | Senior finance roles | Prior to 2003 | Accounting and corporate finance experience |
External Roles
- No other current public company directorships disclosed for Mr. Jagpal in the proxy materials .
Board Governance
| Item | Details |
|---|---|
| Board Service | Class III director since August 8, 2024 |
| Independence | Board determined Jagpal is independent |
| Committee Assignments | Audit Committee member effective Aug 15, 2024; currently Audit Committee Chair |
| Audit Committee Composition (current) | Jagpal (Chair), Heidi Hunter, Joseph Lobacki |
| Audit Committee Financial Expert | Board determined Jagpal is an “Audit Committee financial expert” |
| Audit Committee Report | Signed by Chair Jagpal; recommended inclusion of 2024 audited FS in 10‑K and confirmed auditor independence |
| Meetings & Attendance (2024) | Board 7; Audit 4; Compensation 6; S&T 5; N&G 4; no director attended <75% of meetings |
| Related‑party oversight | Audit Committee reviews and approves related‑person transactions |
| Anti‑hedging policy | Company’s Insider Trading Policy prohibits hedging transactions for directors and employees (policy disclosed in prior proxy) |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Paid quarterly, prorated for partial year service |
| Committee Member Fees | Audit: $10,000; Compensation: $8,500; N&G: $5,000; S&T: $5,000 | Compensation Committee member fee increased to $8,500 (from $7,000 in 2023) |
| Committee Chair Fees | Audit: $20,000; Compensation: $17,000; N&G: $10,000; S&T: $10,000 | Compensation Chair fee increased to $17,000 (from $14,000 in 2023) |
| 2024 Cash Earned (Jagpal) | $19,647 | Partial‑year since August 2024 |
| Travel/Expense Reimbursement | Reasonable expenses reimbursed | Standard director practice |
Compensation structure change indicators:
- Equity grant size increased to 35,000 shares in 2025 from 25,000 in 2023; committee cash fees were modestly increased in 2025, signaling higher equity‑at‑risk with moderate cash adjustments .
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Exercise Price | Fair Value (2024) |
|---|---|---|---|---|---|
| Initial Option Grant | Aug 8, 2024 | 35,000 | Vests monthly over 3 years, service‑based | Closing sale price on Aug 8, 2024 (Nasdaq) | Included in total option award fair value |
| Pro‑rated Annual Option Grant | Aug 8, 2024 | 28,959 | Vests monthly until 2025 annual meeting | Closing sale price on Aug 8, 2024 (Nasdaq) | Included in total option award fair value |
| 2024 Option Awards (Accounting FV) | — | — | — | — | $179,725 (aggregate, Topic 718) |
- No director PSUs/RSUs or performance metric linkages disclosed for non‑employee directors; awards are time‑based options .
- Clawback provisions for directors not disclosed; standard indemnification agreement entered .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No related‑party transactions >$120k since Jan 1, 2022; appointment 8‑K affirms no Item 404(a) interests or family relationships |
Expertise & Qualifications
- Financial and accounting expertise; designated Audit Committee financial expert .
- CPA and CBV credentials; MBA (Cornell) .
- Transactional and public company finance experience including IPO execution and large‑cap M&A exit .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (Mar 31, 2025) | 34,994 shares; <1% of outstanding |
| Outstanding Options Held (Dec 31, 2024) | 63,959 options (sum of initial and pro‑rated grants) |
| Share Pledging | No pledging disclosed; company prohibits hedging under Insider Trading Policy |
| Ownership Guidelines | No explicit director stock ownership guidelines disclosed in cited materials |
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO/accounting background; designated financial expert; signed Audit Committee report affirming auditor independence and financial statement integrity; full attendance compliance; clear related‑party safeguards .
- Incentive alignment: Director equity is entirely time‑vested stock options with low cash retainer; 2024 total compensation for Jagpal was predominantly equity ($179,725 options vs. $19,647 cash), supporting equity alignment .
- Conflicts/Red Flags: No related‑party transactions or familial relationships; appointment 8‑K explicitly notes no Item 404(a) interests and standard indemnification only .
- Board engagement signals: Audit Committee pre‑approval and oversight practices detailed; active review of cybersecurity risk within Audit remit; comprehensive annual Board and committee self‑evaluations .
- Shareholder sentiment indicators: 2025 say‑on‑pay proposal approved (42,988,166 For; 12,355,370 Against; 174,187 Abstain; broker non‑votes 12,503,128), and auditor ratification passed (67,419,553 For; 203,267 Against; 398,031 Abstain) .
Appendices
Director Compensation (2024)
| Name | Fees Earned/Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Sukhi Jagpal | $19,647 | $179,725 | $199,372 |
Non‑Employee Director Compensation Program (as disclosed)
| Component | 2023 | 2025 |
|---|---|---|
| Annual Option Grant (continuing directors) | 25,000 shares | 35,000 shares |
| Initial New Director Option Grant | 25,000 shares | 35,000 shares |
| Compensation Committee Chair Fee | $14,000 | $17,000 |
| Compensation Committee Member Fee | $7,000 | $8,500 |
| Audit Committee Chair Fee | $20,000 | $20,000 |
| Audit Committee Member Fee | $10,000 | $10,000 |
| Board Cash Retainer | $40,000 | $40,000 |
Appointment Terms (Aug 2024)
- Pro‑rated 2024 cash retainer ($40,000 board; $10,000 Audit member) .
- Option grants: 35,000 shares (36‑month monthly vesting) and 28,959 shares (monthly vesting through 2025 annual meeting), both at exercise price equal to Nasdaq closing sale price on Aug 8, 2024 .
- Standard indemnification agreement; no Item 404(a) related‑party interests; no family relationships .
Security Ownership (Mar 31, 2025)
| Holder | Shares | Percent |
|---|---|---|
| Sukhi Jagpal | 34,994 | * (<1%) |
Board & Committee Meetings (2024) and Attendance
| Body | Meetings Held | Attendance Threshold |
|---|---|---|
| Board | 7 | None <75% attendance |
| Audit | 4 | None <75% attendance |
| Compensation | 6 | None <75% attendance |
| Science & Technology | 5 | None <75% attendance |
| Nominating & Governance | 4 | None <75% attendance |
2025 Annual Meeting Voting Results (Signals)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Class I Directors | 31,491,009 (Hunter); 31,496,677 (Wigginton); 31,145,398 (Dybbs) | 24,026,714; 24,021,046; 24,372,325 | — | 12,503,128 |
| Auditor Ratification (E&Y 2025) | 67,419,553 | 203,267 | 398,031 | — |
| Say‑on‑Pay (NEOs) | 42,988,166 | 12,355,370 | 174,187 | 12,503,128 |
Overall, Jagpal’s appointment and rapid elevation to Audit Chair, coupled with deep CFO credentials and independence, are governance positives. Compensation for directors remains equity‑heavy and time‑based, with no disclosed performance metrics; related‑party safeguards and attendance are robust .