Ali Behbahani
About Ali Behbahani
Ali Behbahani, M.D., M.B.A., age 48, has served on the Arcellx board since January 2015 and is an independent director under Nasdaq rules. He is Partner and Co‑Head of Healthcare at New Enterprise Associates (NEA) and holds a B.S. in biomedical engineering/electrical engineering/chemistry (Duke), an M.B.A. (Wharton), and an M.D. (University of Pennsylvania). At Arcellx, he is a member of the Audit Committee and chair of the Corporate Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NEA (New Enterprise Associates) | Partner; Co‑Head of Healthcare | 2007–present | Led healthcare investments/boards across biotech |
| The Medicines Company | Business development (intern, then consultant) | Prior to 2007 | Acute-care cardiovascular focus |
| Morgan Stanley Venture Partners | Venture Associate | 2000–2002 | Early-stage venture investing |
| Lehman Brothers | Healthcare Investment Banking Analyst | 1998–2000 | Transaction experience |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Adaptimmune Therapeutics (Nasdaq: ADAP) | Director | Since Sep 2014 |
| Black Diamond Therapeutics (Nasdaq: BDTX) | Director | Since Dec 2018 |
| CRISPR Therapeutics (Nasdaq: CRSP) | Director | Since Mar 2015 |
| Monte Rosa Therapeutics (Nasdaq: GLUE) | Director | Since Apr 2020 |
| Nkarta (Nasdaq: NKTX) | Director | Since Aug 2015 |
| Korro Bio (Nasdaq: KRRO) | Director | Since Aug 2019 |
| Prior: CVRx (Nasdaq: CVRX) | Director | Jul 2013–Sep 2024 |
| Prior: Genocea (Nasdaq: GNCA) | Director | Feb 2018–May 2022 |
| Prior: Minerva Surgical (Nasdaq: UTRS) | Director | May 2011–Jan 2024 |
| Prior: Oyster Point Pharma (Nasdaq: OYST) | Director | Jul 2017–Jan 2023 |
Board Governance
- Independence: Board determined Dr. Behbahani is independent; seven of eight directors are independent (only the CEO is not) .
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee chair .
- Attendance: In 2024, the board held 4 meetings; all directors met at least 75% attendance, with one director missing one board meeting; committees met (Audit: 4; Compensation: 1; Governance & Nominating: 2) .
- Executive sessions: Non‑employee and independent directors held executive sessions after every board and committee meeting in 2024 .
- Board leadership: No Lead Independent Director; independent sessions occur and an independent director (Dr. Behbahani) delivers feedback to the CEO after sessions .
Fixed Compensation
- Non‑employee director cash fee policy (2024): $40,000 board retainer; Audit member $7,500 (chair $15,000); Compensation member $5,000 (chair $10,000); Governance & Nominating member $4,000 (chair $8,000). Paid quarterly, pro‑rated .
- 2024 actual cash fees (Dr. Behbahani): $55,500 (consistent with $40,000 board retainer + $7,500 Audit member + $8,000 Governance chair) .
| Metric | 2024 Amount |
|---|---|
| Board retainer (policy) | $40,000 |
| Audit Committee member (policy) | $7,500 |
| Governance & Nominating chair (policy) | $8,000 |
| Total cash paid to Behbahani (2024) | $55,500 |
Performance Compensation
- Equity structure for directors (policy):
- Initial option grant to new directors (GAAP grant‑date fair value): $600,000; vests 1/3 annually over 3 years.
- Annual option grant after annual meeting (GAAP grant‑date fair value): $300,000; vests fully by next annual meeting or 1‑year anniversary.
- Change in control: director equity vests in full immediately prior to consummation if serving through the date .
- 2024 actual equity for Dr. Behbahani: Option awards grant‑date fair value $299,633; outstanding options as of 12/31/2024: 19,470 .
| Equity Metric | 2024 |
|---|---|
| Option awards (grant‑date FV) | $299,633 |
| Outstanding options (12/31/2024) | 19,470 |
Performance metrics: Not applicable for non‑employee directors; options are time‑vested per policy (no disclosed performance metrics) .
Other Directorships & Interlocks
- NEA affiliation: Entities affiliated with NEA owned 6.80% of ACLX as of April 4, 2025; Dr. Behbahani is a General Partner at NEA but has no voting/dispositive power over NEA’s ACLX shares and disclaims beneficial ownership except for any pecuniary interest .
- NEA‑related transactions: NEA‑affiliated entities purchased shares in ACLX’s IPO (1,583,333 shares at $15) and a secondary offering (312,500 shares at $16.00) .
- NEA representation on ACLX board: Dr. Kavita Patel is a venture partner at NEA (alongside Dr. Behbahani), creating a potential perceived interlock; both are independent per board determination .
- Related‑party policy and oversight: Audit Committee reviews/approves related party transactions; Governance & Nominating Committee also reviews conflicts/related‑party transactions; formal policy requires audit committee consent for any related person transaction >$120,000 .
Expertise & Qualifications
- Deep biotech investing/operator network and multi‑board experience in cell and gene therapy and oncology (e.g., CRISPR Therapeutics, Nkarta, Monte Rosa), supporting strategic oversight at ACLX .
- Serves on ACLX Audit Committee (financial literacy required) and chairs Governance & Nominating (succession planning, board composition, governance frameworks) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Ali Behbahani, M.D., M.B.A. | 19,894 | <1% | As of April 4, 2025 |
| Options outstanding (non‑employee director disclosure) | 19,470 | — | As of 12/31/2024 |
- Hedging/pledging restrictions: Company policy prohibits directors/employees from hedging or pledging ACLX stock, reducing misalignment risk .
Say‑on‑Pay & Shareholder Feedback
| Vote | 2024 Result | 2025 Result |
|---|---|---|
| Say‑on‑Pay (advisory) | For: 25,553,954; Against: 19,766,928; Abstain: 42,869; Broker non‑votes: 3,807,689 | For: 39,920,221; Against: 9,482,082; Abstain: 5,863; Broker non‑votes: 3,544,096 |
| Support rate (proxy disclosure) | ~56.4% support excluding abstentions and broker non‑votes | See vote tally above (not expressed as % in filing) |
- Stockholder engagement: Company engaged top holders after 2024 to address compensation and governance; one topic raised was director overboarding regarding Dr. Behbahani. Company emphasized his perfect attendance at board/committee meetings, exceptional engagement/accessibility, and strategic value; investors appreciated the context .
Governance Assessment
-
Strengths
- Independent status with dual governance roles: Audit member and Governance & Nominating chair, providing direct oversight of financial reporting and board composition/succession .
- Robust board process: Executive sessions after every board and committee meeting in 2024; structured risk oversight across committees .
- Director pay structure aligns with shareholder value via options; modest cash fees; change‑in‑control equity acceleration clearly disclosed .
- Improved Say‑on‑Pay outcome in 2025 following outreach, signaling responsiveness to investor feedback .
-
Risks and potential red flags
- Overboarding/perceived time‑commitment risk flagged by investors; company response highlights perfect attendance and high engagement but remains a monitoring point given multiple external boards (RED FLAG) .
- NEA interlock and significant shareholder status could create perceived conflicts; mitigants include independence determination, formal related‑party policy, and committee oversight of conflicts/related‑party transactions (monitor) .
- No Lead Independent Director; company notes countermeasures (independent sessions; feedback delivered by an independent director, identified as Dr. Behbahani) (monitor) .
Director Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Fees paid or earned in cash (Behbahani) | $55,500 |
| Option awards (grant‑date fair value) | $299,633 |
| Total | $355,133 |
- Non‑employee director equity practice: Initial $600,000 option grant; annual $300,000 option grant; time‑based vesting; full acceleration upon change in control if serving through consummation .
Committee Work & Attendance Reference
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 4 | All directors ≥75% attendance; one director missed one board meeting |
| Audit Committee | 4 | Financial literacy required; reviews related‑party transactions |
| Compensation Committee | 1 | Independent; uses Meridian as independent advisor |
| Governance & Nominating Committee | 2 | Chaired by Behbahani; oversees board composition, conflicts, stock ownership guideline compliance |
Related‑Party Exposure
- NEA‑affiliated holdings and purchases disclosed; Behbahani disclaims beneficial ownership over NEA’s ACLX shares except for pecuniary interest; Audit Committee and Governance & Nominating Committee oversee related‑party/conflict reviews per policy .
Notes
- Form 4 insider transaction feed could not be retrieved programmatically at this time; no additional insider trading activity beyond beneficial ownership tables is included here. Beneficial ownership and director compensation data are sourced from ACLX’s 2025 and 2024 definitive proxy statements and related 8‑K voting results .