Sandeep Kulkarni
About Sandeep Kulkarni
Sandeep C. Kulkarni, M.D., age 43, has served as an independent director of Zura Bio since March 2023 (and of Legacy Zura since March 2022). He is the Chief Executive Officer, co‑founder and a member of the board of directors of Tourmaline (since September 2021), with prior roles spanning investing (Consonance Capital, QVT), operating (Roivant/Immunovant COO), and consulting (BCG). He holds a B.A. in Economics from Harvard College and an M.D. from the University of California, San Francisco . The Board has determined him to be independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group (BCG) | Consultant; Project Leader (biopharma focus) | Aug 2009 – May 2012 | Strategy and operations experience in biopharma . |
| QVT Financial LP | Investment Analyst, Life Sciences | Apr 2013 – Aug 2017 | Fundamental healthcare investing . |
| Consonance Capital | Senior Investment Analyst | Sep 2017 – Feb 2018 | Healthcare investment diligence . |
| Roivant Sciences / Immunovant (subsidiary) | VP Special Projects; Ombudsman to Investment Committee; COO, Immunovant | Jul 2018 – Jun 2020 | Biotech operating leadership and portfolio oversight . |
| KVP Capital | Managing Director | Aug 2020 – Jun 2022 | Growth/biotech investing leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tourmaline | Chief Executive Officer; Co‑Founder; Director | Since Sep 2021 | Concurrent external CEO role in biopharma; potential industry overlap to monitor; independence affirmed by Zura Board . |
Board Governance
- Committee assignments (most recent): Audit Committee member (effective April 22, 2025); Compensation Committee chair until the 2025 Annual Meeting; Research & Development Committee member; previously served on Nominating & Governance Committee (2024) .
- Independence: Board determined Dr. Kulkarni and all committee members to be independent under Nasdaq and SEC standards; Compensation Committee members also qualify as “non‑employee directors” under Rule 16b‑3 .
- Attendance and engagement: In 2024 the Board met 5x; each then‑serving director attended at least 75% of Board and committee meetings (Audit 4x; Compensation 4x; Nominating & Governance 4x). Executive sessions of independent directors are regularly scheduled, typically at each regular Board meeting .
- Board leadership: The Chair is independent (Amit Munshi); roles of Chair and CEO are separated to reinforce oversight .
Fixed Compensation
| Item | Amount/Detail | Source |
|---|---|---|
| 2024 Fees Earned (Cash) – S. Kulkarni | $66,125 | |
| 2024 Option Awards (Grant‑date fair value) – S. Kulkarni | $251,082 | |
| 2024 Total – S. Kulkarni | $317,207 | |
| 2024 Non‑employee Director Cash Retainer (pre‑change) | $50,000 | |
| Reduction effective Oct 23, 2024 | Retainer reduced to $40,000 | |
| 2025 Policy – Annual Board Retainer | $40,000 | |
| 2025 Policy – Chair of Board (additional) | $25,000 | |
| 2025 Policy – Committee Member Retainers | Audit $8,000; Comp $6,000; N&G $6,000; R&D $6,000 | |
| 2025 Policy – Committee Chair Retainers | Audit $16,000; Comp $12,000; N&G $10,000; R&D $10,000 | |
| Reimbursement of expenses | Reasonable out‑of‑pocket travel for meetings |
Performance Compensation
| Program Element | Terms | Source |
|---|---|---|
| 2024 Director Equity Program | Initial option: 48,149 shares at appointment; Annual option: 117,000 shares at AGM; Initial option vests over 3 years or to next AGM; Annual option vests over 1 year; 10‑year term | |
| 2025 Director Equity Policy | Initial/Annual option = lesser of 51,000 shares or options valued ≤ $200,000; monthly vest over 12 months (remaining unvest on day before next AGM); 10‑year term; 6‑month post‑termination exercise (except death/cause) | |
| Change in control treatment (Directors) | Single‑trigger: all outstanding director equity vests in full immediately prior to closing of a Change in Control, if in service at that time | |
| Director compensation limit | Aggregate non‑employee director compensation capped per Equity Plan Section 5(f) |
Note: Director compensation is not tied to financial/ESG performance metrics; equity awards are service‑based and vesting‑time based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Tourmaline | CEO; Co‑Founder; Director | External executive role in biopharma; monitor for competitive overlap, information flow, and any related‑party dealings; Zura’s Board affirms independence under Nasdaq . |
Expertise & Qualifications
- Operating and investment experience across biopharma: Immunovant (COO), Roivant (portfolio roles), Consonance Capital, QVT Financial; complements Zura’s R&D Committee oversight .
- Education: B.A. Economics (Harvard); M.D. (UCSF) .
- Board qualification cited by Zura: “extensive leadership and finance experience” .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership – S. Kulkarni | 501,444 shares | “*” indicates <1% of 68,374,998 shares outstanding as of April 1, 2025 . |
| Shares outstanding (reference date) | 68,374,998 (Apr 1, 2025) | For ownership % context . |
| Options outstanding at 12/31/2024 – S. Kulkarni | 670,386 options | Aggregate outstanding director option count at year‑end 2024 . |
| Hedging/pledging policy | Hedging, shorting, derivatives, margin purchases, and pledging of shares are prohibited | Insider Trading Policy; governance control . |
| Rule 10b5‑1 / trading plans (Q3 2025) | No directors or officers adopted or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements in Q3 2025 | Company disclosure . |
Governance Assessment
Strengths
- Independence and governance roles: Independent under Nasdaq; chaired Compensation Committee; joined Audit Committee in 2025; serves on R&D Committee, enhancing oversight of pay, controls, and science strategy .
- Engagement: Board and committees met regularly in 2024; each director met the 75%+ attendance threshold; independent‑only executive sessions held regularly .
- Pay alignment and discipline: Director pay moved from $50k to $40k annual cash retainer in late 2024; 2025 policy adds a value cap (≤$200k) for annual/initial director options; comp limit embedded in plan .
- Risk controls: Hedging/pledging prohibited; Audit Committee oversees related‑person transactions .
Watch items / RED FLAGS
- Single‑trigger equity acceleration: Director equity fully vests immediately prior to a change in control; investors often prefer double‑trigger vesting to better align with continued service post‑transaction .
- External CEO role: Concurrent leadership at Tourmaline could create potential competitive overlap or scheduling constraints; Board currently deems him independent, but investors should monitor for related‑party transactions or information flow risks .
- Board‑level governance review: Audit subcommittee is reviewing certain agreements/relationships (BAFFX17 and Stone Peach); while not tied to Dr. Kulkarni, this ongoing review presents reputational/financial risk at the Company level .
Appendix: Committee History Detail (for reference)
- 2024: Compensation Committee member; Nominating & Governance Committee member .
- 2025 (as of Proxy date): Compensation Committee Chair; moved to Audit Committee effective April 22, 2025; R&D Committee member; expected to step down as Comp Chair at AGM with Dan Becker to assume chair if elected .
Citations
- Independence, committees, attendance, and board leadership:
- Biography, age, tenure, education, qualifications:
- Director compensation amounts and equity outstanding:
- Director compensation program (2024) and updates (2025):
- Beneficial ownership:
- Trading arrangements and insider policy:
- Change‑in‑control vesting and director comp limit:
- Audit subcommittee review risk disclosure: