Senti Biosciences Announces Board Changes and Equity Plan Update

Senti Biosciences, Inc. (NASDAQ:SNTI), a biotech company with a market capitalization of $16.46 million and currently trading at $3.47, has announced the appointment of new board member Feng Hsiung and the resignation of Brenda Cooperstone from the Audit Committee. The changes, effective Sunday, followed shareholder approval of an amended equity incentive plan. According to InvestingPro data, the company faces significant challenges with its financial health score rated as WEAK, indicating the importance of strengthening its governance structure.

Hsiung, 50, joins the Senti Biosciences Board with a wealth of experience in investment and finance. As Founder, CIO, and CEO of Acion Partners, he brings valuable insight to the biotech company at a crucial time when the stock has shown a significant 23% return over the past week, despite falling nearly 18% over the past year. His appointment increases the Board size to seven, and he will serve as a Class III director until the 2028 annual meeting of stockholders, assuming re-election in 2025.

Hsiung’s compensation aligns with the company’s newly approved Amended and Restated Non-Employee Director Compensation Policy. He will receive a stock option grant for 43,900 shares of common stock, vesting over three years, and an annual retainer of $35,000. Additionally, Hsiung will receive an annual option grant for 21,950 shares and a $7,500 retainer for serving on the Audit Committee.

Brenda Cooperstone has stepped down from the Audit Committee but will continue as a Board and Compensation Committee member. Hsiung will fill her position on the Audit Committee, which now includes Fran Schulz (Chair), Feng Hsiung, and Ed Mathers.

At the Special Meeting on March 6, 2025, shareholders approved an increase of 4,300,000 shares available under the Amended and Restated 2022 Equity Incentive Plan (A&R Plan). The plan’s term was also extended to the tenth anniversary of the stockholder approval date.

Following this approval, the Board made contingent grants to executive officers and employees, designed to incentivize and reward their dedication. CEO Timothy Lu received 1,927,073 shares and President Kanya Rajangam 235,088 shares, among others. InvestingPro analysis reveals the company is quickly burning through cash with a negative free cash flow of $35 million in the last twelve months, making these equity incentives particularly important for retention.

The Board has also approved an amended and restated 2022 Inducement Plan, adding 500,000 shares for issuance to attract new employees. This plan was adopted without stockholder approval, per Nasdaq Listing Rules, as inducement for employment.

The company’s A&R Non-Employee Director Compensation Policy, effective March 7, 2025, aims to attract and retain qualified Board members. It provides annual cash and equity compensation, with newly appointed Non-Employee Directors receiving an option grant for 43,900 shares and continuing directors receiving an annual option grant for 21,950 shares.

This news is based on a press release statement and reflects the company’s ongoing commitment to strong corporate governance and shareholder alignment. With analysts setting a target price of $12 per share, significantly above current levels, investors seeking deeper insights can access additional analysis and 8 more exclusive ProTips through InvestingPro.

In other recent news, Senti Biosciences announced the approval of several key proposals during its Special Meeting, including the ratification of common stock issuance and amendments to its 2022 Equity Incentive Plan. These decisions, supported by a majority of stockholder votes, are expected to enhance the company’s financial structuring and provide incentives to employees and directors. Additionally, Senti Biosciences revealed a leadership expansion with the appointment of Jay Cross as Chief Financial Officer and Faraz Siddiqui as Senior Vice President of Technical Operations. This follows the transition of Interim CFO Yvonne Li to a consulting role, effective until March 31, 2025, as the company continues to manage its executive team.

Moreover, Senti Biosciences secured a $10 million investment through a private placement equity financing led by Celadon Partners, increasing the total capital raised to $47.6 million. The funds are designated for the development of the SENTI-202 program, manufacturing scale-up, and other corporate purposes. The company also received an additional $1.5 million from the California Institute for Regenerative Medicines, contributing to a total of $6.4 million of an $8 million grant. These financial developments reflect ongoing support for Senti Biosciences’ strategic initiatives and growth plans.

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