Someit Sidhu
About Someit Sidhu
Age 35. Founder of Zura Bio; served as Chief Executive Officer through April 8, 2024, and continues as a non‑independent director (board member since March 2023). Background includes McKinsey (R&D/portfolio strategy), clinical training in Cardiology and General Surgery, and medical degree from Oxford Medical School. Currently CEO/co‑founder of Akaza Bioscience (since 2019), CEO of Izana Bioscience (since 2017), and co‑founder of Pathios Therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zura Bio Limited | Chief Executive Officer | Founder; CEO through Apr 8, 2024; Director since Mar 2023 | Oversaw transition to new CEO; settlement provided cash and equity vesting adjustments (see Employment & Contracts) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akaza Bioscience | Co‑Founder and CEO | Since 2019 | Private company leadership |
| Izana Bioscience | CEO | Since 2017 | Private company leadership |
| Pathios Therapeutics | Co‑Founder | N/A | Private company; co‑founder capacity |
Board Governance
- Independence: Not independent (board identifies independent directors and excludes Dr. Sidhu; proxy also states he continues as a non‑independent director after the CEO transition) .
- Committee assignments: None in FY2024; Sidhu was not listed as a member of Audit, Compensation, Nominating & Governance, or R&D committees .
- Attendance: The board met five times in FY2024; each then‑serving director attended 75%+ of board and applicable committee meetings .
- Board leadership: Chair is Amit Munshi (independent); separation of Chair/CEO roles emphasized in governance guidelines .
- Executive sessions: Independent directors hold regular executive sessions, typically at each regular board meeting .
- Key policies: Company has an Insider Trading Policy prohibiting hedging, pledging, short selling, and options trading in company stock; also maintains a Dodd‑Frank compliant incentive compensation Clawback Policy .
Fixed Compensation (Director)
| Period | Cash Retainer (Actual) | Notes |
|---|---|---|
| 2024 | $34,526 | Fees received for non‑employee director service post‑CEO transition (included within “All Other Compensation”) . |
| Structure 2024 | $50,000 annual cash retainer (reduced to $40,000 effective Oct 23, 2024); committee member retainers: Audit $8k, Comp $6k, N&G $6k; committee chair retainers: Audit $16k, Comp $12k, N&G $10k . | |
| Structure 2025 | $40,000 annual cash retainer; Board Chair $25k; committee member retainers same as 2024; chair retainers same as 2024 . |
Performance Compensation (Director and Legacy Executive Awards)
| Grant/Action Date | Award Type | Shares/Options | Price/Strike | Vesting and Term | Source |
|---|---|---|---|---|---|
| Dec 9, 2024 | Stock Option (Annual non‑employee director grant) | 117,000 | $2.76 | Vests in 12 equal monthly installments beginning Oct 23, 2024; any unvested portion vests immediately prior to the 2025 AGM; 10‑yr term to Dec 9, 2034 . | |
| May 21, 2025 | Stock Option (Director award) | 51,000 | $1.03 | Option award; director capacity (Form 4) | https://www.sec.gov/Archives/edgar/data/1855644/000141588925014225/0001415889-25-014225-index.htm |
| May 18, 2023 | Stock Option (CEO‑era award) | 1,950,000 | $0.01 | 1,700,000 vested as of Jul 24, 2024; remaining 250,000 vest in equal tranches on each of the first, second, and third anniversaries of Apr 8, 2024; 10‑yr term to May 18, 2033 . |
Mix and incentives: For 2024 director service, equity grant fair value ($251,082) materially exceeded cash retainer ($34,526), indicating an equity‑heavy director pay mix aligned to shareholder outcomes .
Employment & Contracts (CEO Transition Terms)
| Item | Amount/Terms |
|---|---|
| Notice in lieu of employment agreement requirement | $140,760 |
| CEO Transition compensation | $140,760 |
| Severance payment | $278,346 |
| Equity vesting (options) | 1,000,000 options vested as of Jul 24, 2024; 250,000 options vest on each of the first, second, and third anniversaries of Apr 8, 2024; 700,000 options fully exercisable until expiration . |
| Original severance (while CEO) | If terminated without cause: 6 months’ salary (subject to release) . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Akaza Bioscience | Private | Co‑Founder & CEO | None disclosed with Zura customers/suppliers . |
| Izana Bioscience | Private | CEO | None disclosed with Zura customers/suppliers . |
| Pathios Therapeutics | Private | Co‑Founder | None disclosed with Zura customers/suppliers . |
Expertise & Qualifications
- Founder‑operator with broad life sciences operating and investment experience; prior management consulting (McKinsey) focused on pharma R&D and portfolio strategy; medical training (Cardiology/General Surgery) with Oxford medical degree .
Equity Ownership
| Category | Shares | % Outstanding | Detail/Notes |
|---|---|---|---|
| Total beneficial ownership | 6,004,595 | 8.56% | As of Apr 1, 2025 . |
| Directly held by Sidhu | 2,807,389 | — | Direct ownership . |
| Options exercisable within 60 days | 1,768,250 | — | Vested/exercisable within 60 days of Apr 1, 2025 . |
| Pegasus LLC (controlled by Sidhu) | 1,186,901 | — | Sidhu sole member; indirect ownership . |
| JATT Ventures, L.P. (affiliated) | 242,055 | — | Sidhu controls general partner; indirect ownership . |
- Hedging/pledging: Company policy prohibits hedging, short selling, options trading, margin purchases, and pledging of shares (alignment safeguard) .
Insider Trades (Form 4/5)
Related financing participation: In the April 2024 private placement, Pegasus (controlled by Sidhu) purchased 1,186,901 shares for ~$3.7 million (matches Form 4 purchase) (see Form 4 link above).
Director Compensation (Peer Structure Context)
| Program | Cash | Equity |
|---|---|---|
| 2024 Policy | $50,000 annual retainer (reduced to $40,000 effective Oct 23, 2024); committee member fees: Audit $8k, Comp $6k, N&G $6k; chair fees: Audit $16k, Comp $12k, N&G $10k . | Initial: option to purchase 48,149 shares; Annual: option to purchase 117,000 shares; options vest and have 10‑year term . |
| 2025 Policy | $40,000 annual retainer; Chair $25,000; same committee and chair fees as 2024 . | Initial/Annual: lesser of 51,000 shares or $200,000 value; 12 monthly vesting; 10‑year term; 6‑month post‑termination exercise window (except for cause/death) . |
Governance Assessment
- Alignment positives:
- Significant ownership (8.56%) and option exposure create strong “skin‑in‑the‑game” incentives .
- Equity‑heavy director compensation mix emphasizes shareholder alignment over cash fees .
- Hedging/pledging prohibitions and clawback policy reduce misalignment and risk‑taking incentives .
- Effectiveness and independence considerations:
- Sidhu is a non‑independent director (founder and former CEO), which can limit perceived board independence; Chair is independent and the board separates Chair/CEO roles, mitigating some risk .
- No committee assignments in 2024—limits direct influence over audit, compensation, or governance process design .
- Conflicts and red flags:
- Section 16(a) compliance issues: multiple late Forms 4 for Dr. Sidhu and affiliated JATT L.P. (administrative error), a governance red flag for compliance rigor .
- Related‑party financing participation via Pegasus in April 2024 (supportive capital but creates potential related‑party optics; appropriately disclosed) .
- CEO separation terms included accelerated/continued option vesting and cash payments; while standard for transitions, investors should monitor ongoing voting/ownership influence .
Overall: High ownership and sector expertise support alignment and strategic input. Key monitorables are Section 16 compliance discipline, continued absence from sensitive board committees, and the balance of influence given non‑independent status and large stake.