Sheila Gujrathi
About Sheila Gujrathi
Sheila Gujrathi, M.D. (age 54) has served on Ventyx Biosciences’ board since May 2021 and is the Executive Chairperson; she is up for re-election as a Class I director for a term ending in 2028 . She holds a B.S. in Biomedical Engineering and an M.D. from Northwestern University, completed her Internal Medicine residency at Brigham and Women’s Hospital (Harvard), and trained in Allergy & Immunology at UCSF and Stanford . Her operating credentials span CEO/founder, CMO, and senior clinical leadership roles across biotech and pharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gossamer Bio, Inc. | Co‑founder; President & CEO | Jul 2018 – Nov 2020 | Led company-building and pipeline execution |
| Receptos, Inc. | Chief Medical Officer | Jun 2011 – Aug 2015 (acquired by Celgene) | Advanced immunology programs to acquisition |
| Bristol‑Myers Squibb | VP, Global Clinical Research (Immunology) | 2008 – 2011 | Oversaw immunology clinical development |
| Genentech, Inc. | Clinical development leadership; Avastin Franchise Team Leader | 2002 – 2008 | Led franchise strategy and clinical programs |
| McKinsey & Company | Management Consultant (Healthcare) | 1999 – 2002 | Strategic advisory across healthcare/pharma |
External Roles
| Organization | Role | Notes |
|---|---|---|
| ADARx Pharmaceuticals, Inc. | Director | Current board service |
| ImmPACT Bio USA Inc. | Director | Current board service |
| Janux Therapeutics Inc. | Director | Current board service |
| Lila Biologics, Inc. | Director | Current board service |
| Generian Pharma, Inc. | Director | Current board service |
| Prana Therapies, Inc. | Director | Current board service |
| Gale Therapeutics, Inc. | Director | Current board service |
Board Governance
- Independence: Not independent due to paid services as Executive Chairperson .
- Board leadership: Roles of CEO and Chair are separated; she serves as Chair to focus board oversight and governance .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; current committee compositions exclude her .
- Attendance: The board held six meetings in 2024; each director attended at least 75% of board and applicable committee meetings .
- Executive sessions: Non‑employee and independent directors meet in executive session periodically, without management present .
- Risk oversight: Committees oversee financial reporting, compensation risk, governance, independence, and conflicts; the full board reviews risks regularly .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $125,000 | Consulting fees under Executive Chairperson Services Agreement |
| Director cash retainer baseline | $40,000 | Outside Director Compensation Policy (general policy; not specifically shown as paid to her) |
| Chair fee (Non‑Executive) | $30,000 | Policy detail; she is Executive Chair (consulting fee applies) |
| Committee chair/member fees | $15,000/$7,500 (Audit); $12,000/$6,000 (Comp); $9,000/$5,000 (Nominating) | Policy schedule; she is not on committees |
Total reported 2024 non‑employee director compensation for Dr. Gujrathi: cash fees $125,000; option awards grant‑date fair value $210,930; total $335,930 .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Stock option (2019 Plan) | Aug 17, 2021 | 762,369 | $6.03 | 24 monthly installments starting May 14, 2021 | CIC: immediate full vesting; certain terminations: +12 months vesting credit |
| Stock option (2021 Plan) | Dec 2, 2021 | 277,941 | $18.65 | 24 monthly installments starting Dec 6, 2021 | Same acceleration terms as above |
| Annual director option award | Policy updated Apr 2025 | 40,000 shares per year | FMV at grant | Vests fully by ~1 year from grant or before next AGM | Increased from 33,000 to 40,000 starting 2025 |
| 2024 director option award (reported value) | 2024 | — | — | — | Grant‑date fair value $210,930 (shares not specified in table) |
Performance metrics tied to director/Chair compensation: None disclosed; awards are time‑based with change‑of‑control acceleration under plan/Chair agreement .
Other Directorships & Interlocks
- Multiple biotech board seats (listed above); no specific related‑party transactions disclosed beyond her Chair agreement .
- Policy: Audit Committee reviews and approves related‑party transactions; standing pre‑approvals for certain ordinary‑course arrangements; independence and conflict checks are part of governance .
Expertise & Qualifications
- Education: B.S. (Biomedical Engineering), M.D. – Northwestern; Internal Medicine residency (Brigham & Women’s, Harvard); Allergy & Immunology fellowship (UCSF/Stanford) .
- Industry: 20+ years across clinical development, portfolio leadership, and executive roles in immunology and biotech .
- Board qualifications: Extensive director/officer experience in multiple biotechnology companies .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Shares of common stock (direct) | Apr 10, 2025 | 130,000 | Direct holdings |
| Options exercisable within 60 days | Apr 10, 2025 | 1,091,072 | Included in beneficial ownership |
| Beneficial ownership (%) | Apr 10, 2025 | 1.69% | Based on 71,161,201 shares outstanding |
| Shares outstanding | Apr 10, 2025 | 71,161,201 | Record date shares |
| Hedging/Pledging | Policy | Prohibited for directors | No hedging, pledging, or margin accounts allowed |
Governance Assessment
- Independence: Not independent due to paid Executive Chair services (consulting arrangement); independence determination explicitly notes this status, which can affect perceived board autonomy and investor confidence .
- Compensation mix and alignment: Equity comprises the majority of reported 2024 director compensation (options fair value $210,930 vs. cash $125,000), and sizable personal option holdings (1.09M options) indicate economic alignment with equity outcomes; hedging/pledging prohibitions reinforce alignment .
- Committee participation: As Executive Chair, she is not on key board committees (Audit, Compensation, Nominating), which preserves committee independence; however, chair influence over agenda and governance remains significant .
- Attendance and engagement: Board met six times in 2024 with at least 75% attendance by each director; independent directors hold executive sessions periodically, supporting oversight independent of management .
- Contract terms and potential red flags: Chair agreement includes change‑of‑control immediate vesting and termination‑related accelerated vesting (+12 months), which may be seen as generous compared to standard director awards; nonetheless, the company discloses a formal related‑party review policy and no tax gross‑ups under the executive severance plan framework (applicable to executives; Chair agreement does not disclose gross‑ups) .
- Other directorships: Multiple concurrent biotech boards broaden network and sector insight; no specific interlocks or related‑party transactions beyond the Chair agreement disclosed; monitor for potential overlaps with VTYX counterparties .
RED FLAGS
- Not independent director due to paid Executive Chair role .
- Change‑of‑control immediate vesting and termination‑related accelerated vesting under Chair agreement (entrenchment/perceived pay protection risk) .
Positive Signals
- Robust equity ownership and option exposure; prohibition on hedging/pledging supports shareholder alignment .
- Separation of CEO and Chair roles and routine independent executive sessions strengthen oversight .