Ashutosh Tyagi
About Ashutosh Tyagi
Independent director of Y-mAbs Therapeutics, Inc. since November 2017; age 48 as of May 30, 2025 . Background in healthcare investing, formerly Partner and Co-Portfolio Manager at Scopia Capital (2012–2018), with prior roles at Lombard Odier, Morgan Stanley, and Citigroup; degrees include B.A. (Asian Studies), MBA, and M.D. from the University of Michigan . Currently serves on the Nominating and Corporate Governance Committee; determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scopia Capital Management LP | Partner; Co-Portfolio Manager of healthcare funds | 2012–2018 | Led global healthcare investments; board representative to YMAB through 2018 |
| Lombard Odier; Morgan Stanley; Citigroup | Investment roles | Not disclosed | Built finance and capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed in proxy biography |
Board Governance
- Board class and tenure: Class II director with term expiring at the 2026 annual meeting; service since November 2017 .
- Independence: Board determined Tyagi is an “independent director” under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- 2023: Chair, Nominating & Corporate Governance; member roster included Gill, Tyagi (Chair), Hamill; 1 committee meeting .
- 2024: Chair, Nominating & Corporate Governance; 2 committee meetings .
- 2025: Member, Nominating & Corporate Governance; chair transitioned to Johan Wedell‑Wedellsborg effective May 29, 2025 .
- Attendance and engagement: In 2024, every director attended at least 75% of combined board and committee meetings; the board met 8 times, with independent directors holding 2 executive sessions; seven directors attended the 2024 annual meeting .
- Chair/lead independent director: Independent Chair of the Board (James I. Healy); no separate lead independent director designated .
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Board retainer (cash) | $50,000 | Non-employee director annual cash retainer |
| Nominating & Corporate Governance Committee Chair fee (cash) | $10,000 | Chair annual cash retainer (Tyagi was chair through 2024) |
| Total cash fees | $60,000 | Reported “Fees Earned or Paid in Cash” for Tyagi |
Performance Compensation
| Grant Type | Grant Date | Value (USD) | Shares/Units | Vesting |
|---|---|---|---|---|
| Annual stock options | June 11, 2024 | $125,817 | Per policy, annual option sized off value; options typically 13,950 shares | Vest monthly over 12 months |
| Annual RSUs | June 11, 2024 | $41,975 | Per policy, RSUs typically 2,330 shares | Vest fully on earlier of 1-year anniversary or day before next annual meeting |
- Vesting framework for non-employee directors: Annual options vest in 12 equal monthly installments; annual RSUs vest on a 1-year schedule; initial director grants (for new directors) vest over 3 years in equal monthly/quarterly installments .
- 2025 policy update: Annual equity award revised to provide equal grant-date value in options ($122,000) and RSUs ($122,000) to align with 50th percentile of peer group; vesting schedules unchanged .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock |
|---|---|---|
| None disclosed | — | No shared public company directorships or related-party interests disclosed for Tyagi |
Expertise & Qualifications
- Finance/capital management, strategic planning, corporate governance, public company board experience, senior leadership, international markets, and investor relations/shareholder engagement .
- Industry/regulatory (biopharma/FDA), scientific literacy, product development, pricing/market access, global biopharma business experience .
Equity Ownership
| Item | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 120,320 | <1% | As of May 23, 2025 |
| Direct shares owned | 2,330 | <1% | Outright common shares |
| Options exercisable/vesting within 60 days | 117,990 | <1% | Included in beneficial ownership |
| RSUs outstanding (12/31/2024) | 3,495 | — | RSUs held by Tyagi as of year-end 2024 |
| Anti-pledging/hedging | Policy prohibits pledging, margin, short sales, options, and hedging transactions | Alignment safeguard |
Governance Assessment
- Effectiveness: Tyagi’s governance skill set and prior chair role on Nominating & Corporate Governance (2023–2024) support board composition, succession, and governance process oversight; continuation as a committee member after 2025 chair transition preserves continuity .
- Independence and attendance: Independent status and ≥75% attendance standard achieved across 2024 board/committee meetings signal reliable engagement .
- Compensation and alignment: Director pay mix emphasizes modest cash retainers with time-based equity; no performance-linked director pay; 2025 equity policy shift to balanced option/RSU values maintains market alignment without introducing pay-for-performance risk for directors .
- Conflicts/related parties: No related-person transactions disclosed involving Tyagi; company uses Audit Committee pre-approval and annual review for any related-party transactions .
- Investor confidence signals: Anti‑hedging/pledging policy and regular shareholder outreach; say‑on‑pay advisory approval improved to ~97% in 2024 (for 2023 compensation), up from ~73% in 2023 (for 2022), indicating constructive responsiveness by the board’s Compensation Committee .
RED FLAGS: None disclosed specific to Tyagi. No hedging/pledging, no related-party transactions, and consistent committee engagement reported .