Somasundaram Subramaniam
About Somasundaram Subramaniam
Independent director of Ventyx Biosciences (Class I), age 70, serving since 2018; currently chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee . He is co‑founder and Managing Partner of New Science Ventures (NSV), with a background as a Director at McKinsey & Co. prior to founding NSV; education includes a B.Tech from the Indian Institute of Technology (India) and an M.B.A. from Harvard Business School . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Co. | Director | Pre‑2004 | Strategy and operating experience prior to founding NSV |
| iCAD, Inc. (public) | Director | 2010–2018 | Public-company board experience in medical devices |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Science Ventures (NSV) | Co‑founder & Managing Partner | 2004–present | Healthcare investing leadership; major VTYX shareholder via affiliated funds |
| Resolve Therapeutics (private) | Director | May 2011–present | Portfolio company board service |
| Biomodal (fka Cambridge Epigentix) (private) | Director | Oct 2014–Feb 2023 | Portfolio company board service |
Board Governance
- Committee assignments (2025): Compensation Committee Chair; Nominating & Corporate Governance Committee Member .
- Independence: Board determined Subramaniam is independent (4 of 6 directors independent) .
- Board/committee activity (2024): Board met 6 times; Audit Committee 4; Compensation Committee 4; Nominating & Corporate Governance Committee 1; each director attended at least 75% of applicable meetings .
- Leadership structure: Roles of Chair and CEO are separated; Chair (Dr. Gujrathi) serves as Executive Chairperson and is not independent .
- Executive sessions: Non‑employee directors meet in executive session periodically without management present .
Fixed Compensation
| Item (Director) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $57,000 | VTYX disclosure for Subramaniam |
| Policy elements informing 2024 cash fees | $40,000 annual director retainer; $12,000 Compensation Chair; $5,000 Nominating & Corporate Governance Member | Director compensation policy; committee roles align with aggregate 2024 cash fees |
The $57,000 cash total aligns with policy rates: $40,000 base retainer + $12,000 Compensation Committee Chair + $5,000 Nominating & Corporate Governance member .
Performance Compensation
| Equity Element | 2024 Grant Fair Value (USD) | Award Structure | Vesting/Terms |
|---|---|---|---|
| Stock options (Annual Award) | $117,330 | Annual option grant to non‑employee directors; Annual Award size increased to 40,000 options in April 2025 (from 33,000 previously) | Annual Award vests in full at first anniversary or immediately before next AGM; 10‑year max term; exercise price = FMV on grant date; director awards accelerate on change‑in‑control |
Committee oversight includes authority over clawback policy creation or revision .
Other Directorships & Interlocks
| Entity | Type | Nature of Interlock/Risk Consideration |
|---|---|---|
| New Science Ventures affiliated funds | >5% VTYX shareholder (5.67%) | Subramaniam is Managing Partner at NSV; NSV funds beneficially own ~4.03M VTYX shares; oversight of conflicts falls under board policies; board still determined his independence . |
| CEO affiliation with NSV | Management linkage | VTYX CEO Dr. Raju Mohan is also a Partner and Scientific Advisor at NSV, increasing potential perceived interlock; board considered relationships in independence assessment . |
Expertise & Qualifications
- Healthcare venture investing and board experience; prior McKinsey & Co. leadership .
- Education: B.Tech (IIT India), M.B.A. (Harvard Business School) .
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership (Subramaniam) | 4,122,975 | 5.79% of outstanding shares as of Apr 10, 2025 |
| NSV-affiliated funds (beneficially attributed) | 4,032,213 | NSV Investments I, L.P.; NSV Partners III, L.P.; New Science Ventures, LLC; NSV Partners II, LLC; shared voting/dispositive power; Subramaniam disclaims except to pecuniary interest |
| Options exercisable within 60 days (director) | 90,762 | Included in beneficial ownership; options outstanding as of Dec 31, 2024 also disclosed |
| Hedging/Pledging status | Prohibited by company policy | Directors are prohibited from pledging or hedging VTYX securities |
Governance Assessment
-
Strengths:
- Independent director, chairs Compensation Committee; board committees are fully independent under Nasdaq/SEC rules .
- Attendance: each director met ≥75% attendance in 2024; clear committee activity cadence (Board 6; Audit 4; Comp 4; NCG 1) .
- Compensation Committee interlocks: none; no members served as officers of VTYX, and no reciprocal executive/compensation committee cross‑service disclosed .
- Director equity aligns incentives; standardized equity policy with one‑year vesting and change‑in‑control acceleration; independent consultant (AON/Radford) used for benchmarking .
- Robust insider trading policy prohibits hedging and pledging; governance guidelines and code of conduct in place .
-
Key watch items / potential conflicts:
- NSV affiliation: Subramaniam’s leadership at NSV and NSV’s 5.67% beneficial stake may concentrate influence; CEO’s concurrent NSV affiliation increases perceived interlock; board has assessed independence but investors may monitor related‑party safeguards and recusal practices .
- Executive Chair is not independent; while chair/CEO roles are separated, independent leadership counterweight (e.g., lead independent director) is not specified .
- Related‑party transactions disclosed in the proxy do not list transactions involving Subramaniam; continue to monitor given NSV relationship .
Director Compensation (detail)
| Component (2024) | Amount (USD) |
|---|---|
| Cash fees | $57,000 |
| Option awards (grant date fair value) | $117,330 |
| Total | $174,330 |
Policy Reference (Outside Director Compensation)
| Policy Element | Amount/Term |
|---|---|
| Annual cash retainer | $40,000 |
| Committee chair fees | Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $9,000 |
| Committee member fees | Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $5,000 |
| Annual option award | 40,000 options beginning April 2025 (from 33,000 previously); vests by next AGM/1 year; 10‑year term; FMV exercise price; CIC acceleration |
Related-Party/Conflicts Oversight
- Related‑party transaction policy assigns primary review/approval to the Audit Committee with fairness and independence considerations; standing pre‑approvals for certain limited cases; indemnification agreements in place for directors .
- No Item 404 related‑person transactions involving Subramaniam were listed in the 2025 proxy; disclosed transactions involved other executives (e.g., advisory/separation arrangements) .
Compliance, Say‑on‑Pay Context
- 2025 proxy includes Say‑on‑Pay proposal and outlines compensation philosophy; compensation committee retains AON/Radford for executive benchmarking; clawback policy authority noted .