Sukumar Nagendran
About Sukumar Nagendran
Sukumar Nagendran, M.D. (age 59) is President and Head of Research & Development at Taysha Gene Therapies (TSHA) since December 2022 and has served on TSHA’s Board of Directors since July 2020. He holds a Biochemistry degree from Rutgers University, an M.D. from Rutgers Medical School, and trained in Internal Medicine at Mayo Clinic, Rochester, with over 30 years’ experience in gene therapy development and clinical strategy . 2024 corporate goals were assessed at 110% attainment, driving his annual cash incentive payout, indicating strong operational execution against Board-set objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jaguar Gene Therapy, LLC | President, Research & Development and Chief Medical Officer | Feb 2020–Dec 2022 | Led gene therapy R&D and clinical strategy |
| AveXis, Inc. | Chief Medical Officer | 2015–May 2018 | Clinical leadership during scale-up ahead of Novartis acquisition |
| Quest Diagnostics | Vice President, Medical Affairs | Mar 2013–Sep 2015 | Medical affairs leadership; diagnostics domain expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Solid Biosciences Inc. | Director | Since Sep 2018 | Public life sciences board service |
| SalioGen Therapeutics | Director | Current as of Dec 22, 2022 | Private biotech; governance role |
| Cove | Director | Current as of Dec 22, 2022 | Board service (company type not specified) |
| Medocity | Director | Current as of Dec 22, 2022 | Digital health; board role |
| Project Healthy Minds | Director | Current as of Dec 22, 2022 | Non-profit; governance role |
| Taysha Gene Therapies | Director | Since Jul 2020 | Employee director (no additional director pay) |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Non‑Equity Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 584,775 | 50% | 321,626 | 774 |
| 2023 | 565,000 | 50% | 254,250 | 1,344 |
Notes:
- Target bonus opportunity is set as 50% of base salary; payouts are determined on corporate and individual goal achievement (corporate attainment for 2024: 110%) .
Performance Compensation
Annual Cash Incentive
| Metric | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|
| Annual Non‑Equity Incentive | 50% of base salary | Corporate goals 110% attainment | 321,626 | Based on corporate and individual performance objectives; paid post-year-end |
Equity Incentives (Grants and Vesting)
| Grant Date | Instrument | Unexercised Options (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 9/2/2020 | Option (Exercisable) | 8,171 | 14.90 | 9/1/2030 | Legacy grant; fully vested/exercisable portion shown |
| 9/23/2020 | Option (Exercisable) | 31,000 | 20.00 | 9/22/2030 | Legacy grant; fully vested/exercisable portion shown |
| 6/17/2021 | Option (Exercisable) | 15,500 | 25.04 | 6/16/2031 | Legacy grant; fully vested/exercisable portion shown |
| 6/17/2022 | Option (Exercisable) | 15,500 | 2.81 | 6/16/2032 | Legacy grant; fully vested/exercisable portion shown |
| 12/30/2022 | Option (Unexercisable) | 395,047 | 2.26 | 12/29/2032 | 25% vested 12/16/2023; remainder vests in 36 equal monthly installments thereafter |
| 12/14/2023 | Option (Unexercisable) | 222,682 | 0.70 | 5/31/2033 | Vests in three equal annual installments commencing 12/31/2024 |
| 1/2/2024 | Option (Unexercisable) | 863,617 | 1.71 | 1/2/2034 | 25% vested 1/2/2025; remainder vests in 36 equal monthly installments thereafter |
| Grant Date | RSUs Unvested (#) | Market Value ($) at 12/31/2024 |
|---|---|---|
| 1/2/2024 | 863,617 | 1,494,057 (at $1.73/share) |
Equity grant values in 2024: RSUs $1,476,785 and options $1,217,700 (grant date fair values under ASC 718) . In 2023: options $427,526 (no RSUs) . All equity awards granted under the 2020 Stock Incentive Plan .
Equity Ownership & Alignment
| Item | Value | As‑of Date | Notes |
|---|---|---|---|
| Shares Beneficially Owned | 1,127,939 | 3/31/2025 | <1% of outstanding |
| Outstanding Unvested RSUs | 863,617 | 12/31/2024 | Market value $1,494,057 at $1.73/share |
| Insider Hedging/Margin Policy | Prohibits short sales, options, hedging transactions, use of margin accounts | Policy effective FY2024 | Supports alignment; no pledging disclosure noted in proxy |
Stock ownership guidelines for executives were not disclosed in the cited materials. Director compensation policy applies to non‑employee directors; Nagendran did not receive additional director compensation in 2024 .
Employment Terms
| Trigger | Cash Severance | Bonus Severance | Health Benefits | Equity Treatment | Notes |
|---|---|---|---|---|---|
| Termination without Cause or for Good Reason (non‑CIC) | 12 months base salary | — | COBRA premiums for 12 months | — | Subject to release, non‑compete/non‑solicit compliance, resignation and property return |
| Covered Termination during CIC Period | 15 months base salary | 100% of target annual bonus | 15 months continuation | Full acceleration of all outstanding equity awards; performance awards at 100% of target | CIC period begins 3 months prior through 1 year post‑CIC for Nolan & Nagendran |
Board Governance
- Board service: Director since July 2020; current nominee for re‑election to hold office until the 2028 Annual Meeting .
- Committee memberships (FY2024): Nagendran is not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Clinical & Scientific Committees .
- Committee composition and chairs (FY2024): Audit—Donenberg (Chair), Sepp‑Lorenzino, Stalfort; Compensation—Sepp‑Lorenzino (Chair), Donenberg, Long; Nominating—Stalfort (Chair), Long; Clinical & Scientific—Long (Chair), Sepp‑Lorenzino; meetings held: Audit (5), Compensation (1), Nominating (acted by consent), Clinical & Scientific (4) .
- Dual‑role implications: As an executive officer and director, he does not receive additional director compensation and is not on independent Board committees, which helps mitigate independence concerns through committee structure and independent membership .
Director Compensation (context)
- Non‑employee director cash retainers: Board $35,000; Chair adders and committee retainers per policy; updated April 9, 2024 .
- Non‑employee director equity: Initial option 148,438 shares and RSU 74,219 shares; annual option 118,750 and RSU 59,375, with vesting and CIC acceleration provisions; aggregate grant value capped at ~$325,000 by Black‑Scholes value .
- Nagendran did not earn director‑specific compensation in 2024 (as an employee director) .
Compensation Structure Analysis
- Mix shift: From 2023 to 2024, his equity moved from options-only to a mix including substantial RSUs and larger option grants, with total compensation rising from $1.25M (2023) to $3.60M (2024), reflecting retention and alignment emphasis in a pivotal clinical period .
- Incentive calibration: Corporate goal attainment at 110% suggests stretch performance targets were exceeded; bonuses are set and paid post-year-end against Board‑approved corporate and individual goals .
- Consultant oversight: Aon engaged by the Compensation Committee to refine executive compensation strategy and develop peer comparative analyses; recommendations adopted by the Board .
Risk Indicators & Red Flags
- Hedging/margin transactions prohibited under Insider Trading Policy; no pledging disclosures identified, reducing misalignment risk .
- Change‑in‑control terms include full equity acceleration and 100% target payout—standard in biotech, but increases payout sensitivity to transaction timing .
- No pension/SERP benefits; standard 401(k) participation and limited perquisites (life insurance premiums; minor gift‑card gross‑ups company‑wide in 2023) .
Equity Ownership & Vesting Pressure
- Significant unvested RSUs (863,617 as of 12/31/2024) and multi‑year option vesting schedules (monthly tranches and annual tranches through 2027/2028) create ongoing retention levers and potential periodic liquidity events upon vesting and option exercises .
- Market value context: RSU market value at 12/31/2024 based on $1.73/share was $1.49M, highlighting meaningful skin‑in‑the‑game exposure .
Investment Implications
- Alignment: Large, time‑based RSUs and staged option vesting, combined with prohibitions on hedging/margin, support long‑term alignment and retention as TSHA advances clinical programs .
- Retention/CIC: Non‑CIC severance provides 12 months base and health benefits; CIC enhances to 15 months salary, 100% target bonus, and full equity acceleration—attractive but typical for biotech; implies manageable retention risk outside CIC and strong incentives to remain through a strategic transaction .
- Performance signal: 110% corporate goal attainment and elevated 2024 equity awards signal Board confidence in his execution; however, the addition of RSUs reduces risk versus options, modestly increasing guaranteed value and retention focus .
- Governance: Dual executive/director role is mitigated by independent committee structures and lack of committee membership for Nagendran; no additional director pay further limits potential conflicts .