Sara Bonstein
About Sara M. Bonstein
Independent director at Xilio Therapeutics since August 2021; age 44 as of April 2025. Current CFO of Insmed (since January 2020) with 20+ years in life sciences finance/operations; prior roles include CFO/COO of OncoSec, CFO of Advaxis, and finance roles at Eli Lilly and Johnson & Johnson. Education: B.S. in Finance (The College of New Jersey) and MBA (Rider University). Board has determined she is independent under Nasdaq rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insmed, Inc. | Chief Financial Officer | Jan 2020–present | Oversees accounting, FP&A, procurement, IR |
| OncoSec Medical Inc. | Chief Financial Officer & Chief Operating Officer | May 2018–Jan 2020 | Led capital markets and licensing transactions |
| Advaxis, Inc. | Chief Financial Officer | Feb 2014–Apr 2018 | Established financial controls, streamlined operations |
| Eli Lilly & Company | Finance roles | Not specified | Progressive finance responsibilities |
| Johnson & Johnson | Finance roles | Not specified | Progressive finance responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| scPharmaceuticals Inc. | Director | Since Jul 2020 | Public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair; members: Sara M. Bonstein (Chair), Aoife Brennan, M.D., Christina Rossi (2025 composition). Audit met five times in 2024.
- Independence: Board determined in March 2025 that all directors except CEO René Russo are independent (including audit and compensation committees’ Exchange Act criteria).
- Attendance: Full Board met seven times in 2024; each director attended ≥75% of Board and applicable committee meetings. Six of eight directors attended the 2024 annual meeting.
- Audit Committee responsibilities include oversight of external auditor, ICFR/disclosure controls, compliance/code of conduct, internal audit, cybersecurity risk, related person transaction approval, and audit report preparation.
- Compensation Committee (not a member): uses independent consultant Aon; oversight of executive/director compensation and clawback policy; met three times in 2024.
- Nominating & Corporate Governance Committee (not a member): met two times in 2024.
Fixed Compensation
Director compensation policy (effective April 14, 2025):
| Component | Amount (Cash) |
|---|---|
| Annual Board retainer (non-employee) | $40,000 |
| Chair of Board | $70,000 |
| Audit Committee member | $7,500 |
| Audit Committee chair | $15,000 |
| Compensation Committee member | $5,000 |
| Compensation Committee chair | $10,000 |
| Nominating & Corporate Governance member | $4,000 |
| Nominating & Corporate Governance chair | $8,000 |
Actual director pay:
| Year | Fees Earned (Cash) | Option Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2023 | $50,000 | $26,774 | $76,774 |
| 2024 | $50,000 | $19,058 | $69,058 |
Performance Compensation
- Equity for new non-employee directors: initial stock option to purchase 62,000 shares under the 2021 Plan upon initial election (no performance metrics disclosed for director awards).
- 2025 Stock Incentive Plan and one-time option repricing proposals exclude non-employee directors (no director participation).
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| scPharmaceuticals Inc. | Director | No related-party transactions disclosed involving Bonstein |
| Insmed, Inc. | CFO | No related-party transactions disclosed involving Bonstein |
- Compensation consultant: Aon Human Capital Solutions retained exclusively by the Compensation Committee; assessed independent, no conflicts.
Expertise & Qualifications
- Designation: Audit Committee Financial Expert (SEC definition).
- Core skills: finance leadership, capital markets, licensing, operational streamlining, team-building in biotech.
- Education: B.S. Finance (TCNJ); MBA (Rider University).
Equity Ownership
- Beneficial ownership (as of Oct 1, 2025): 104,613 “Right to Acquire” shares via options exercisable within 60 days; no direct common shares disclosed; <1% of outstanding shares (asterisk in table denotes <1%). Total shares outstanding: 51,829,013.
- Aggregate option holdings (as of Dec 31, 2024): 104,613 options.
| Holder | Shares Owned | Right to Acquire (60 days) | Total | % Outstanding |
|---|---|---|---|---|
| Sara M. Bonstein | — | 104,613 | 104,613 | * (<1%) |
| Shares outstanding reference | 51,829,013 (as of Oct 1, 2025) |
Governance Assessment
- Strengths: Independent director with deep CFO experience; designated audit committee financial expert; audit chair overseeing ICFR, compliance, cybersecurity, and related-party reviews; consistent attendance; no related-party transactions disclosed involving Bonstein.
- Alignment: Holds options; no outright share ownership disclosed; beneficial ownership <1%—alignment primarily via options rather than common shares.
- Signals: 2025 proposals to reprice employee options and create 2025 Plan explicitly exclude non-employee directors—mitigates director pay conflicts during repricing.
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, legal proceedings, or attendance shortfalls for Bonstein. Stock ownership guidelines for directors not disclosed in the proxy.
Note: Director stock ownership guidelines, hedging/pledging policies for directors, and insider trading tables were not disclosed in the cited proxy materials; audit committee retains authority to pre-approve and review related-person transactions.