Sandeep Laumas
About Sandeep Laumas
Sandeep Laumas, M.D., age 57, serves as Instil Bio’s Chief Financial Officer (since February 2021) and Chief Business Officer (since June 2020). He holds an A.B. in Chemistry from Cornell University and an M.D. from Albany Medical College, and completed his medical internship at Yale School of Medicine . Company-level financials show Instil is pre-revenue in recent years with improving, though still negative, EBITDA: FY22 ($200.2M*), FY23 ($85.8M*), FY24 ($56.3M*)—indicative of cost rationalization during his tenure, while 2024 options granted to executives were largely underwater by the April 2, 2025 record date, signaling equity alignment but limited near-term realizable value . Values retrieved from S&P Global.*
Financial Performance Snapshot (Instil Bio)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | n/a* | n/a* | n/a* |
| EBITDA ($USD) | -200,183,000* | -85,785,000* | -56,348,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Instil Bio, Inc. | Chief Financial Officer | Feb 2021 – present | Executive finance leadership and capital allocation oversight |
| Instil Bio, Inc. | Chief Business Officer | Jun 2020 – present | Business operations and corporate development leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioXcel Therapeutics, Inc. | Director | Sep 2017 – present | Public company board governance |
| Unicycive Therapeutics, Inc. | Director | 2018 – present | Public company board governance |
| 9 Meters Biopharma, Inc. | Director; Executive Chairman; CEO | Director: May 2020 – Jun 2021; Exec Chairman: Jan 2014 – Apr 2020; CEO: Feb 2019 – Apr 2020 | Executive oversight and operational leadership |
Fixed Compensation
Base Salary
| Year | Base Salary ($USD) |
|---|---|
| 2024 | 508,599 |
| 2025 (effective Jan 1) | 528,943 |
Summary Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 489,038 | 508,599 |
| Bonus ($) – Retention | 232,875 | 254,300 |
| Non-Equity Incentive Plan ($) | — | 254,300 |
| Option Awards – Grant-Date FV ($) | 181,397 | 3,061,029 |
| All Other Compensation ($) | 1,200 (phone allowance) | 1,200 (phone allowance) |
| Total ($) | 904,510 | 4,079,428 |
Performance Compensation
Annual Performance Bonus Program
| Year | Target (% of Base) | Basis | Actual Payout ($) | Notes |
|---|---|---|---|---|
| 2024 | 50% | Contribution towards corporate goals (specific metrics not disclosed) | 254,300 | Committee retained discretion; 2023 payouts were zero |
Stock Option Grants (Alignment and Design)
| Grant Date | Options (#) | Exercise Price ($) | Vesting | Rationale/Status |
|---|---|---|---|---|
| Feb 10, 2024 | 80,000 | 11.60 | 25% at 1st anniversary; then monthly over 3 years | Annual grant |
| Sep 18, 2024 | 45,000 | 66.10 | 25% at 1st anniversary; then monthly over 3 years | Reward for strong YTD performance; underwater at $18.32 close on Apr 2, 2025 |
Underwater options provide value only above the $66.10 strike; as of Apr 2, 2025, the close was $18.32 .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Details |
|---|---|---|---|---|---|
| 8/29/2019 | 39,500 | — | 6.80 | 8/28/2029 | Time-based |
| 8/29/2019 | 36,000 | — | 6.80 | 8/28/2029 | Time-based |
| 8/6/2020 | 31,589 | — | 23.00 | 8/5/2030 | Time-based |
| 2/10/2021 (time-based) | 5,875 | 125 | 118.00 | 2/9/2031 | 25% at 1 year; monthly over 3 years |
| 2/10/2021 (monthly) | 11,498 | 501 | 118.00 | 2/9/2031 | Monthly over 4 years |
| 5/11/2021 (monthly) | 9,166 | 834 | 325.00 | 5/10/2031 | Monthly over 4 years |
| 3/4/2022 (time-based) | 8,284 | 3,416 | 172.40 | 3/3/2032 | 25% at 1 year; monthly over 3 years |
| 1/8/2023 (time-based) | 10,371 | 10,378 | 12.68 | 1/7/2033 | 25% at 1 year; monthly over 3 years |
| 2/10/2024 (time-based) | — | 80,000 | 11.60 | 2/9/2034 | 25% at 1 year; monthly over 3 years |
| 9/18/2024 (time-based) | — | 45,000 | 66.10 | 9/17/2034 | 25% at 1 year; monthly over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 341,446 shares (5.1% of outstanding as of Apr 2, 2025) |
| Breakdown | 159,999 shares held via Bearing Circle Capital LLC; 181,447 options exercisable within 60 days of Apr 2, 2025 |
| Vested vs Unvested (12/31/2024) | See outstanding awards above; total unexercisable options across listed grants = 140,254 |
| Pledging/Hedging | Company policy prohibits short sales, hedging transactions, and use of margin accounts ; no pledging disclosures identified |
| Ownership Guidelines | Not disclosed |
| Section 16 Compliance | One late Form 4 reported (Sep 23, 2024) for 9/18/2024 option awards; reported one day late |
Employment Terms
| Provision | Without CIC Termination (Good Reason or Without Cause) | With CIC Termination (Good Reason or Without Cause, 3 months pre- to 12 months post-CIC) |
|---|---|---|
| Employment status | At-will | At-will |
| Cash Severance | 12 months base salary | 12 months base salary |
| Health Benefits | Company-paid premiums up to 12 months or until eligible/COBRA ends | Same |
| Bonus | — | Full target bonus for year of termination (50% of base) |
| Equity Acceleration | 6 months accelerated vesting of unvested time-based awards | Full acceleration of all outstanding unvested equity awards |
| Conditions | Release, return of property, compliance with post-termination obligations; resign positions | |
| 280G/Excise Tax | Best-net (reduction to avoid 4999 excise or pay in full, whichever yields greater after-tax value) |
Compensation Committee Analysis
- Committee composition: Chair George Matcham, Ph.D.; member Gwendolyn Binder, Ph.D.; all independent; met 4 times in FY 2024 .
- Processes: Typically meets quarterly; full access to books; uses outside advisors; CEO excluded from his own comp deliberations .
- Consultant: FW Cook engaged to evaluate compensation strategy, refine executive pay program, and retention strategies amid stock price/exercise price dynamics; developed peer group analyses .
- Clawbacks: Dodd-Frank compliant clawback policy adopted; SOX 304 reimbursement obligations acknowledged for CEO/CFO on misconduct-related restatements .
Compensation Structure Observations
- Increased Equity Risk in 2024: Large option awards to Laumas ($3.06M grant-date FV in 2024 vs $0.18M in 2023) with substantial tranche at $66.10 strike now underwater at $18.32—equity value contingent on significant share price appreciation .
- Retention Emphasis: Discretionary one-year retention bonuses in both 2023 ($232,875) and 2024 ($254,300), repayable if resigning without good reason/terminated for cause before specified dates—signaling focus on executive retention .
- Pay-for-Performance Bonus: 2024 non-equity performance bonus paid ($254,300) tied to corporate goals; 2023 paid zero, reflecting tighter payout discipline the prior year .
Risk Indicators & Red Flags
- Underwater Options: 2024 options with $66.10 strike were significantly out-of-the-money at the $18.32 close on Apr 2, 2025, potentially deferring near-term option exercise/selling .
- Section 16 Timing: One late Form 4 disclosure (one day late) for Sep 18, 2024 option awards—minor compliance lapse .
- Hedging/Margin Prohibited: Policy bans hedging and margin accounts, limiting misalignment from speculative or leveraged positions .
Investment Implications
- Alignment: Material personal ownership (5.1%) and predominance of time-based options—especially large, currently underwater 2024 grants—tie Laumas’s upside to sustained equity appreciation, limiting immediate selling pressure from in-the-money options .
- Retention vs Performance Mix: Dual 2024 payouts (retention and performance bonus, each $254,300) alongside increased base salary to $528,943 indicate balanced retention and performance incentives; however, lack of disclosed quantitative bonus metrics reduces transparency for pay-for-performance calibration .
- Protection Economics: Double-trigger CIC with full equity acceleration and target bonus enhances transition certainty but preserves alignment under normal course terminations via partial acceleration only .
- Operational Trajectory: Persistent negative EBITDA improving over FY22–FY24 suggests ongoing cost control; investors should monitor future disclosures for quantitative performance metrics in bonus scorecards and any move from options to RSUs, which could shift risk/guarantee balance. Values retrieved from S&P Global.*