Saira Ramasastry
Vir BiotechnologyAbout Saira Ramasastry
Independent director at Vir Biotechnology since September 2019; age 49. Managing Partner of Life Sciences Advisory, LLC (founded 2009), with prior investment banking roles at Merrill Lynch (1999–2009; helped establish biotech practice) and Wasserstein Perella (1997–1998). Education: B.A. in economics (honors, distinction) and M.S. in management science & engineering from Stanford; M.Phil. in management studies from University of Cambridge; Aspen Institute Health Innovator Fellow and AGLN member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Life Sciences Advisory, LLC | Managing Partner (Founder) | 2009–present | Strategic advisory and financing for life sciences |
| Merrill Lynch & Co., Inc. | Investment Banker; helped establish biotechnology practice | 1999–2009 | Led origination of M&A, strategic and capital markets transactions |
| Wasserstein Perella & Co. | Financial Analyst, M&A | 1997–1998 | Transaction analysis/execution |
External Roles
| Organization | Public/Private | Role | Tenure | Notes |
|---|---|---|---|---|
| Day One Biopharmaceuticals, Inc. | Public | Director | Since 2021 | U.S.-listed biotech |
| Mirum Pharmaceuticals, Inc. | Public | Director | Since 2022 | U.S.-listed biotech |
| Glenmark Pharmaceuticals, Ltd. | Public (India; foreign private issuer) | Director | Since 2019 | Board considered time commitment lower vs U.S. issuers |
| Prior: Innovate Biopharmaceuticals, Inc. | Public (prior) | Director | 2018–2020 | Company merged in 2020 |
| Prior: Repros Therapeutics Inc. | Public (prior) | Director | 2013–2018 | Acquired by Allergan (2018) |
| Prior: Cassava Sciences, Inc. | Public | Director | 2013–2020 | — |
| Prior: Sangamo Therapeutics, Inc. | Public | Director | 2012–2022 | — |
| Prior: Akouos, Inc. | Public (prior) | Director | 2020–2022 | Acquired by Eli Lilly (2022) |
Board Governance
- Independence and roles: Independent director; Chair of the Audit Committee; designated “Audit Committee Financial Expert.” Audit Committee members are all independent .
- Committees (2024): Audit (Chair); committee met 6 times in 2024; Board met 9 times in 2024 .
- Attendance: All directors except Mr. Nelsen attended at least 75% of Board/committee meetings in 2024 (implies ≥75% for Ms. Ramasastry) .
- Board leadership: Independent Board Chair (Dr. Vicki Sato); independent directors meet in executive session .
- Overboarding/time commitment: Board expressly reviewed that Ms. Ramasastry serves on audit committees of three other public companies (including one foreign private issuer) and concluded her continued service and Audit Chair role at Vir is in stockholders’ best interests .
Fixed Compensation (Director – 2024 actual and policy context)
| Component | Amount/Policy | Notes |
|---|---|---|
| Cash fees paid (FY2024) | $77,843 | Fees earned/paid in cash in 2024 |
| Standard Board retainer (policy) | $50,000 per year | Director compensation policy |
| Audit Committee Chair retainer (policy) | $20,000 per year (inclusive of committee member fee) | Director compensation policy |
Policy note: Cash retainers are paid quarterly in arrears and prorated as needed .
Performance Compensation (Director equity – design and 2024 grants)
| Component | Amount/Terms | Vesting/Notes |
|---|---|---|
| 2024 Stock awards (grant-date fair value) | $83,120 | Director equity policy; Annual Grants generally vest in full at one year; CIC vests in full |
| 2024 Option awards (grant-date fair value) | $124,963 | Strike set at FMV on grant date; Annual Grants generally vest in full at one year; CIC vests in full |
| Director equity policy (2024) | Annual total value $400,000 split 2:1 options:RSUs; new director “Initial Grants” plus prorated “Additional Awards” if applicable | Annual and Initial Grants cliff-vest on standard schedules; full vest on Change in Control |
| Policy update (2025–2027) | Annual equity capped at $385,000; new director total equity limited to 2x annual grant | Adopted as part of settlement; effective Jan 1, 2025 |
Other Directorships & Interlocks
- Current public company boards: Day One Biopharmaceuticals (since 2021), Mirum Pharmaceuticals (since 2022), and Glenmark Pharmaceuticals (since 2019) .
- Audit committee service elsewhere: Board noted she serves on the audit committees of three other publicly held companies; concluded her service and continued Audit Chair role at Vir remain appropriate given scope and time commitments (one FPI) .
- Compensation Committee interlocks: Vir’s 2024 Compensation Committee members (More, Napolitano, Bischofberger, Sigal) had no interlocks or Item 404 relationships; Ms. Ramasastry was not a member of this committee in 2024 .
Expertise & Qualifications
- Financial and transaction expertise from Merrill Lynch and Wasserstein Perella; strategic advisory through Life Sciences Advisory .
- Education: Stanford (B.A. economics; M.S. management science & engineering); Cambridge (M.Phil. management studies); guest lecturer for Cambridge Bioscience Enterprise Programme .
- Designations: Audit Committee Financial Expert (Vir) .
Equity Ownership
| Ownership detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 4/1/2025) | 120,009 shares; <1% | Company-wide ownership table |
| Direct shares | 6,619 | Directly held |
| Derivative/near-term (≤60 days) | 113,390 (RSUs/options) | Shares issuable upon vesting/exercise within 60 days |
| Director awards outstanding (12/31/2024) | Options: 105,390; RSUs: 8,000 | Outstanding director equity awards table |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging/pledging; preclearance and blackout procedures apply |
| Ownership guidelines | Directors: lesser of 3× cash retainer or 5,000 shares; compliance by 6/30/2027 (existing directors) | Equity counts include owned and vested RSUs; options excluded |
Board Governance – Additional Signals
- Clawbacks: Multiple policies in place (Dodd-Frank compliant recovery policy and an additional broader clawback) giving the Compensation Committee ability to recoup incentive compensation beyond statutory requirements .
- Say-on-Pay (2024 meeting): ~79% approval; company cites responsiveness and program evolution in CD&A .
- Governance practices: 100% independent Audit/Comp/Nominating committees; independent Chair; regular executive sessions .
Governance Assessment
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Strengths
- Seasoned financial expert leading the Audit Committee; formally designated as Audit Committee Financial Expert, supporting robust oversight of reporting, controls, and cybersecurity/data risk within the Audit Committee’s remit .
- Clear independence with no related-party transactions disclosed involving Ms. Ramasastry; all key committees composed entirely of independent directors .
- Balanced director pay structure with meaningful equity, ownership guidelines, and anti-hedging/pledging policy aligning director and shareholder interests .
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Watch items
- External workload: Serves on audit committees of three other public companies; the Board reviewed and deemed her time commitments acceptable (one FPI with lower time demands), but investors often monitor aggregate audit committee duties; continued disclosure and attendance (≥75% in 2024) help mitigate overboarding concerns .
- Director equity size moderation: Equity grant caps reduced for 2025–2027 following a settlement; helpful for pay discipline optics, but investors may assess how this affects long-term alignment and refreshment incentives .
Overall: On balance, her financial expertise, leadership of the Audit Committee, and independence are positives for board effectiveness. The Board’s explicit review of her external audit-committee service is a constructive governance control; maintaining strong attendance and transparent workload disclosures will remain important for investor confidence .