Ali Behbahani
Adaptimmune TherapeuticsAbout Ali Behbahani
Ali Behbahani, M.D., 48, has served as a Non-Executive Director of Adaptimmune Therapeutics plc since February 2015. He is a Partner and Co-Head of Healthcare at New Enterprise Associates (NEA) with prior roles in healthcare investment banking and venture capital; he holds an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. from The Wharton School. On the Adaptimmune board, he serves on the Corporate Governance and Nominating Committee and the Research & Development (R&D) Committee; the Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers | Healthcare Investment Banking Analyst | 1998–2000 | Transaction execution, sector coverage |
| Morgan Stanley Venture Partners | Venture Associate | 2000–2002 | Early-stage investing support |
| The Medicines Company | Consultant, Business Development | Not disclosed | Strategic BD projects |
| National Institutes of Health; Duke University | Researcher (viral fusion inhibition; structural proteomics) | Not disclosed | Basic science research |
External Roles
| Company | Ticker | Role | Status |
|---|---|---|---|
| Arcellx | ACLX | Director | Current |
| Black Diamond Therapeutics | BDTX | Director | Current |
| CRISPR Therapeutics AG | CRSP | Director | Current |
| Monte Rosa Therapeutics | GLUE | Director | Current |
| Nkarta | NKTX | Director | Current |
| CVRx | CVRX | Director | Former |
| Genocea | GNCA | Director | Former |
| Minerva Surgical | UTRS | Director | Former |
| Nevro | NVRO | Director | Former |
| Oyster Point Pharma | OYST | Director | Former |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Behbahani is independent .
- Committees: Corporate Governance & Nominating Committee (member), R&D Committee (member). Committee chairs: David Mott (Remuneration; Corporate Governance & Nominating), Lawrence Alleva (Audit), Kristen Hege (R&D) .
- Attendance: In 2024 there were 18 Board meetings; all directors attended at least 75% of Board and committee meetings of which they were members .
- Years of service: Director since February 2015; re-election proposed at 2025 AGM (retiring by rotation) .
Fixed Compensation
| Item (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Policy amount |
| Corporate Governance & Nominating Committee member retainer | $5,000 | Policy amount |
| R&D Committee member retainer | $7,500 | Policy amount |
| Total potential cash retainer based on roles | $52,500 | Sum of above |
| Cash actually paid (Fees Earned or paid in cash) | $0 | Behbahani elected equity in lieu of cash |
Notes: Non-Executive Directors can elect cash or additional stock options of equivalent value; cash paid monthly in arrears .
Performance Compensation
| Grant Date | Instrument | Shares (options) | Grant Date Fair Value (USD) | Vesting / Exercise |
|---|---|---|---|---|
| Jan 15, 2024 | Stock options (R&D Committee service) | 40,950 | Included in total $152,086 | Director awards granted at ≥ fair market value; annual awards exercisable at 1-year anniversary; initial awards vest 25% at 1 year then monthly over 2 years |
| Jul 1, 2024 | Stock options (annual award/equity election) | 1,144,686 | Included in total $152,086 | Exercise price no lower than FMV; annual awards exercisable at 1-year anniversary |
| 2024 total option award fair value | — | — | $152,086 | Aggregate grant-date fair value per ASC 718 |
Additional terms:
- Exercise price policy: Not lower than fair market value of an ordinary share on the date prior to grant .
- Change-of-control: Vested options (and any unvested allowed by Board) may be exercised within 40 days after a person obtains control; similar provisions apply to schemes of arrangement; options lapse after window if unexercised .
Performance metrics tied to director compensation: None disclosed; director options are time-based and may have performance targets at Board discretion, but no specific metrics are reported for Non-Executive Director grants .
Other Directorships & Interlocks
- NEA shareholding: NEA beneficially owns 102,478,672 ordinary shares (via NEA 14 and NEA 16); NEA 16’s managers include Ali Behbahani .
- Board connections: Chairman David Mott formerly a General Partner at NEA and chairs Remuneration and Corporate Governance & Nominating Committees .
- Interpretation: Behbahani initially served as a nominee of NEA and remains affiliated, indicating potential influence channels; Board has nevertheless affirmed his independence under Nasdaq/SEC rules .
Expertise & Qualifications
- Financial and investment expertise: Venture capital partner, prior investment banking roles; Board cites his financial expertise and healthcare investing experience .
- Scientific/medical training: M.D.; research background (NIH, Duke) in viral fusion and proteomics .
- Sector breadth: Extensive biopharma and medical device exposure; multiple public boards in cell and gene therapy/immuno-oncology .
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | % of Outstanding | Components / Notes |
|---|---|---|---|
| Ali Behbahani, M.D. | 105,643,198 | 6.73% | Includes NEA holdings noted in footnote (3) and options to purchase 3,164,526 ordinary shares exercisable within 60 days of April 11, 2025 |
| NEA (NEA 14 & NEA 16) within Behbahani’s reported amount | 102,478,672 | 6.53% | NEA funds’ holdings; NEA 16 managers include Behbahani |
| Options (exercisable within 60 days) | 3,164,526 | — | Part of Behbahani’s beneficial ownership summary |
Additional alignment indicators:
- Pledging/loans: No related-person transactions or pledging disclosed for the period Jan 1, 2023 through the proxy date (other than compensation) .
- Insider policy: Awards subject to Company’s insider trading policy .
Governance Assessment
- Independence and committee roles: Behbahani is classified independent and serves on CG&N and R&D committees; he is not a committee chair, which moderates direct control over audit/remuneration levers .
- Ownership alignment: High reported beneficial ownership largely through NEA, plus personal options; aligns financial interests with shareholders but also embeds sponsor influence channels .
- Compensation mix: Elected equity over cash in 2024 ($0 cash; $152,086 options), strengthening pay-for-performance alignment via equity; director options are time-based without disclosed performance metrics .
- Engagement: Met minimum attendance thresholds; Board/committee attendance at least 75% for all directors in 2024 supports engagement .
- Conflicts/related-party exposure: No related-person transactions disclosed in 2023–2025 period; however, NEA’s significant equity stake and Behbahani’s NEA affiliation, combined with Chairman’s NEA background, warrant ongoing monitoring of independence in nominations and strategy deliberations; Board reports independence determinations and executive sessions for independent directors .
Compensation Committee Analysis
- Committee composition: Remuneration Committee—David Mott (Chair), Andrew Allen, John Furey; Behbahani is not a member .
- Consultant use: Pearl Meyer engaged for competitive benchmarking; Committee determined the consultant was independent with no conflict in 2023–2024 .
- Director pay policy: Mix of fixed cash fees and stock options; directors may elect options instead of cash; annual option grants targeted to peer median; grant pricing at or above FMV .
RED FLAGS
- Potential influence/interlock: NEA ownership (6.53%) and Behbahani’s NEA role, plus Chairman’s NEA tenure, could create perceived influence risks despite formal independence determinations .
- Multiple external public boards: Extensive external directorships in overlapping therapeutic areas may present time-allocation and industry-overlap considerations; Board independence and meeting attendance mitigate but should be monitored .
References