Saraswati Kenkare-Mitra
About Saraswati Kenkare-Mitra
Saraswati Kenkare-Mitra, Ph.D., age 57, serves as an independent director of Unicycive Therapeutics (UNCY) and is President and Head of R&D at Alector, Inc. (since Dec 2021). She holds a Ph.D. in Pharmaceutical Chemistry from UCSF, completed post-doctoral and clinical pharmacology fellowships there, and is an elected member of the National Academy of Medicine and a fellow of AAAS. She is nominated for election in UNCY’s 2024 and 2025 proxy slates, reflecting ongoing board tenure and engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech (Roche) | Senior Vice President, Development Sciences; roles of increasing responsibility | 23 years | Led ~650 employees; pivotal in >100 INDs; 11 drug approvals; >15 companion diagnostics enabled |
External Roles
| Organization | Role | Period/Status | Notes |
|---|---|---|---|
| Alector, Inc. | President & Head of Research and Development | Dec 2021 – Present | Leads research, development, clinical, manufacturing, regulatory functions |
| UCSF; University of the Pacific | Adjunct Faculty | Ongoing | Department of Bioengineering & Therapeutic Sciences; teaching/mentorship roles |
| Genentech Foundation | Board Member | Prior service | Industry/non-profit governance experience |
| Association of Women in Science | Board Member | Prior service | Advocacy and scientific community leadership |
| National Academy of Medicine | Elected Member | Ongoing | Recognition of scientific/medical leadership |
| AAAS | Elected Fellow | Ongoing | Recognition of scientific contributions |
Board Governance
- Independence: Board determined Dr. Kenkare-Mitra is independent under Nasdaq and SEC rules .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member; Nominating & Governance Committee Chair .
- Attendance/engagement: In FY2024, none of the directors attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging/pledging: Company policy prohibits hedging transactions; pledging requires CCO exception and demonstrated repayment capacity .
| Committee | Role | Chair | Independence Confirmation |
|---|---|---|---|
| Audit | Member | Chair: Dr. Sandeep Laumas | All members independent; Audit financial expert designated (Laumas) |
| Compensation | Member | Chair: Dr. Gaurav Aggarwal | All members independent |
| Nominating & Governance | Chair | — | All members independent |
| Meeting Type (FY2024) | Count | Attendance Threshold |
|---|---|---|
| Board | 4 | ≥75% by all directors |
| Audit Committee | 4 | ≥75% by members |
| Compensation Committee | 3 | ≥75% by members |
| Nominating & Governance | 0 meetings; 1 unanimous written consent | ≥75% (not applicable due to no meetings) |
Fixed Compensation
UNCY’s director compensation policy provides cash retainers and committee fees; equity awards are at $50,000 annually, vesting after one year. Actual fees earned by Dr. Kenkare-Mitra are below.
| Component | 2023 (Older) | 2024 (Newer) |
|---|---|---|
| Cash fees (Board + committee roles) | $25,750 | $55,375 |
| Policy rates (reference) | Board retainer $40,000; Chair fees: Audit $15,000; Comp $10,000; Nominating $8,000; Member fees: Audit $7,500; Comp $5,000; Nominating $4,000 | Board retainer $40,000; Chair fees: Audit $15,000; Comp $10,000; Nominating $8,000; Member fees: Audit $7,500; Comp $5,000; Nominating $4,000 |
| Equity award policy (annual) | $50,000 grant value; vests at one year | $50,000 grant value; vests at one year (no director equity awards shown as granted in 2024 table) |
Performance Compensation
Directors at UNCY are primarily compensated with time-vested equity; no performance metrics (e.g., TSR, EBITDA) are disclosed for director awards.
| Equity Award Detail | 2023 (Older) | 2024 (Newer) |
|---|---|---|
| Option awards (grant-date fair value) | $109,831 | Not shown in 2024 director comp table |
| Grant type / vesting | Annual director equity; time-based vesting at one year | Annual director equity; time-based vesting at one year |
| Performance metrics tied to director comp | None disclosed | None disclosed |
Performance Metrics Table (Director Compensation):
- Metrics: TSR, revenue growth, EBITDA, ESG goals – Not disclosed or applied to director awards .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Alector, Inc. | Public biopharma | President & Head of R&D | Executive role; no UNCY-related transaction disclosed |
| Genentech Foundation | Non-profit | Board Member (prior) | None disclosed |
| Association of Women in Science | Non-profit | Board Member (prior) | None disclosed |
No related-party transactions involving directors were disclosed for FY2023–FY2024 (aside from an officer loan repaid), and no material legal proceedings involving current directors in past 10 years were reported .
Expertise & Qualifications
- Drug development leadership: Led global 650-person org; key role in >100 INDs, 11 approvals, >15 companion diagnostics across oncology and neurology .
- Academic/teaching: Adjunct roles at UCSF and University of the Pacific; Ph.D. in Pharmaceutical Chemistry; post-doc and clinical pharmacology fellowships at UCSF .
- Recognition: Elected to National Academy of Medicine; AAAS Fellow; industry awards (Endpoints/Fierce Pharma) .
Equity Ownership
As of April 30, 2025 (record date), Dr. Kenkare-Mitra’s beneficial ownership is primarily via vested stock options.
| Ownership Item | Amount | % of Common | Notes |
|---|---|---|---|
| Total beneficial ownership (common equivalent) | 180,000 shares via vested options | <1% | Options currently exercisable; no common held disclosed |
| Vested vs unvested | 180,000 vested options | — | Unvested not disclosed |
| Pledged/Hedged | Hedging prohibited; pledging requires CCO exception and capacity proof | — | Company-wide policy |
Ownership Guidelines: No explicit director stock ownership guidelines disclosed in proxy .
Governance Assessment
- Positives: Independent status; chairs Nom/Gov and serves on Audit and Compensation; strong attendance and engagement; robust anti-hedging policy; no material proceedings or related-party transactions disclosed that implicate her .
- Alignment: Holds 180,000 vested options, providing equity-linked alignment with shareholders .
- Watch items: She was recommended for appointment by the CEO, which merits ongoing attention to independence optics and committee leadership balance . Equity grants to directors were present in 2023 but not shown in 2024, indicating a shift toward cash-heavy mix; monitor future mix and any repricing/modification risk (none disclosed) .
Fixed Compensation (Detail Table)
| Year | Cash Fees ($) | Committee Roles Reflected | Source |
|---|---|---|---|
| 2023 | $25,750 | Member Audit; Member Nominating & Governance; Chair Nominating (shared across year with transitions) | 2024 DEF 14A |
| 2024 | $55,375 | Board member; Chair Nominating & Governance; Member Audit; Member Compensation | 2025 DEF 14A |
Performance Compensation (Detail Table)
| Year | Equity Type | Grant-Date Fair Value ($) | Vesting | Source |
|---|---|---|---|---|
| 2023 | Stock Options | $109,831 | Time-based; director policy = 1-year vest | 2024 DEF 14A |
| 2024 | — | Not shown | — | 2025 DEF 14A |
Board Governance (Attendance & Independence)
| Item | Disclosure | Source |
|---|---|---|
| Independence | Independent under Nasdaq/SEC rules | |
| Attendance FY2024 | ≥75% for all directors; all attended 2024 annual meeting | |
| Committee leadership | Chair: Nominating & Governance; Member: Audit, Compensation |
Related Party & Risk Indicators
- Related party transactions: None involving directors above threshold; one CEO loan advanced/repaid in 2023; policy in place for review/approval of any related person transactions .
- Legal proceedings: None reportable for current directors in past 10 years .
- Anti-hedging: Prohibited for covered persons; pledging exceptions require approval and capacity evidence .
Compensation Structure Analysis
- Mix shift: 2023 included director option grants (time-vested) alongside cash; 2024 shows cash-only in the director table, suggesting a relative increase in guaranteed cash vs equity mix for that year .
- Performance metrics: None disclosed for director compensation; director equity is time-based vesting only .
- Repricing/modifications: Not disclosed; equity plan allows repricing without shareholder approval, but no such actions are reported in the proxy .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the proxy excerpts for director compensation; focus is on auditor ratification, reverse split, and equity plan approvals .
Compensation Committee Analysis
- Composition: Aggarwal (Chair), Laumas, Kenkare-Mitra; all independent .
- Consultant use: Compensation consultant engaged in FY2024 review; committee has authority to retain advisors .
Notes on Director Nomination and Election
- Nominated slate includes Dr. Kenkare-Mitra in 2024 and 2025; Board recommends voting FOR all nominees .