Sandeep Laumas
About Sandeep Laumas, M.D.
Independent director since 2018; age 57 as of the April 30, 2025 record date. Education and credentials: A.B. in Chemistry (Cornell, 1990), M.D. (Albany Medical College, 1995; research year at Dana-Farber), medical internship (Yale School of Medicine, 1996). Recognized by the Board as the Audit Committee financial expert and currently serves as Audit Committee Chair, evidencing deep financial oversight capability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Equity analyst in healthcare investment banking; later healthcare equity research | 1996–2000 | M&A, corporate finance, equity research foundation |
| Balyasny Asset Management | Buy-side analyst | 2001–2003 | Healthcare investing experience |
| North Sound Capital | Managing Director | 2003–2007 | Led global healthcare investment portfolio |
| 9 Meters Biopharma, Inc. | Executive Chairman | Jan 2014–Apr 2020 | Strategic leadership; later CEO Feb 2019–Apr 2020 |
| Bearing Circle Capital | Founder and Managing Director | Since 2008 | Investment vehicle leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Instil Bio, Inc. | Chief Business Officer | Since Jun 2020 | Clinical-stage biopharma; senior operating role |
| Instil Bio, Inc. | Chief Financial Officer | Since Feb 2021 | CFO oversight of financial strategy |
| BioXcel Therapeutics, Inc. | Director; Chair, Audit Committee | Since Sep 2017 | Public company board; audit leadership |
| Globavir Biosciences, Inc. | Director | Since 2015 | Private company directorship |
Board Governance
- Independence: Board determined Dr. Laumas is independent under SEC and Nasdaq rules .
- Committee assignments (as of Dec 31, 2024):
- Audit Committee: Chair; designated Audit Committee financial expert .
- Compensation Committee: Member .
- Nominating & Governance Committee: Member .
- Board leadership: CEO also serves as Chairman; independent directors meet separately without management .
- Attendance and engagement:
- 2024 meetings held: Board (4), Audit (4), Compensation (3), Nominating & Governance (0; acted by unanimous consent once) .
- No director attended fewer than 75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Policies:
- Anti‑hedging policy prohibits hedging/derivative transactions; pledge exceptions may be granted by compliance officer for collateralized loans (not margin) with clear capacity to repay .
Fixed Compensation
| Component | Policy Amount (Annual) | 2024 Actual (Cash) | Notes |
|---|---|---|---|
| Board retainer (non‑employee director) | $40,000 | Included in total | Policy adopted April 2021 |
| Audit Committee Chair | $15,000 | Included in total | Chair premium |
| Compensation Committee Member | $5,000 | Included in total | Member fee |
| Nominating & Governance Committee Member | $4,000 | Included in total | Member fee |
| Total fees earned (2024) | — | $64,375 | Paid for board service and committee roles |
Performance Compensation
| Item | Policy | 2024 Actual | Vesting / Metrics |
|---|---|---|---|
| Annual equity grant | $50,000 equity award; vests on 1‑year anniversary, subject to continued service | $0 stock awards; $0 option awards disclosed for Dr. Laumas in 2024 | No director performance metrics disclosed; director pay not tied to TSR/EBITDA/etc. |
Note: While policy contemplates annual equity grants, 2024 proxy shows no equity grants for non‑employee directors, including Dr. Laumas .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| BioXcel Therapeutics, Inc. | Biopharma | Director; Audit Chair | No UNCY related‑party transactions disclosed in 2023–2024; policy requires audit review of conflicts |
| Instil Bio, Inc. | Biopharma | CFO; CBO | Senior executive role; Board’s governance guidelines consider other responsibilities for director time/engagement |
| Globavir Biosciences, Inc. | Biotech | Director | No UNCY related‑party transactions disclosed |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair and designated financial expert .
- Healthcare investing/operator background across Goldman Sachs, Balyasny, North Sound; founder of Bearing Circle Capital .
- Executive leadership: Prior Executive Chairman and CEO at 9 Meters; current CFO/CBO roles at Instil Bio .
- Board skills matrix identifies Corporate Governance, Financial, Business Operations, Industry Knowledge, and Risk Management competencies .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (common shares) | 243,601 | Less than 1% of 120,629,281 outstanding common shares on record date |
| Vested options (within beneficial ownership) | 74,707 | Vested and currently exercisable |
| Options vesting within 60 days (counted as beneficial) | 63,079 | Included per SEC beneficial ownership rules |
| Hedging/Pledging | Hedging prohibited; pledging exceptions possible subject to approval | Company insider trading policy |
Insider Trades
| Date | Filing | Transaction | Shares | Price |
|---|---|---|---|---|
| — | Section 16(a) compliance | Company states directors met filing requirements in 2024 | — | — |
| Note | — | No Form 4 transactions for Dr. Laumas are disclosed in the 2025 proxy | — | — |
Governance Assessment
- Strengths:
- Independent director with audit chair role; designated financial expert, supporting robust financial reporting oversight .
- Strong engagement: no directors below 75% attendance; directors attended 2024 annual meeting; independent sessions held .
- No related‑party transactions involving Dr. Laumas disclosed; related‑party policy mandates audit review and best‑interest standard .
- Section 16(a) compliance met in 2024, indicating timely ownership reporting .
- Risk Indicators and potential red flags:
- Combined CEO/Chair structure may dilute independent board leadership; mitigated in part by independent director sessions .
- Anti‑hedging policy is strong, but pledging exceptions could introduce alignment risk if used; no pledging by Dr. Laumas disclosed .
- Time‑commitment considerations: concurrent CFO/CBO roles at Instil Bio plus audit chair at BioXcel require monitoring for overboarding/time constraints per governance guidelines .
- Director compensation alignment:
- 2024 compensation was all cash ($64,375); policy envisions annual equity grants of $50,000, but none were granted in 2024, modestly reducing equity‑based alignment for that year .