Keyvan Mirsaeedi-Farahani

About Keyvan Mirsaeedi-Farahani

Independent Class III director at Adagio Medical Holdings, Inc. (ADGM) since August 2024; age 38. Managing Director at Perceptive Advisors (focus on early/late stage therapeutics and early-stage medical devices). Education: MD (Perelman School of Medicine, University of Pennsylvania), MBA (Harvard Business School), dual BS/BBA (University of Michigan). Board independence affirmed under Nasdaq standards; serves as Chair of the Nominating & Corporate Governance Committee; Board met five times in the last fiscal year and each director attended at least 75% of meetings held for the period served .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles (current): Chair, Nominating & Corporate Governance Committee; not listed as a member of Audit or Compensation Committees .
• Independence: Board affirmatively determined he is independent under Nasdaq rules; Board noted certain relationships reviewed did not impair independence .
• Attendance and engagement: Board met five times in the last fiscal year; each director attended ≥75% of Board and applicable committee meetings for their service period. The Nominating & Corporate Governance Committee showed “—” meetings in fiscal 2024 (committee structure established post-Business Combination) .
• Committee scope (Nominating & Corporate Governance): Oversees director qualifications/selection, Board/committee composition, CEO and executive succession process, director orientation/education, ESG programs/disclosures, Board/committee performance evaluations, and shareholder communications policy .

Fixed Compensation

Notes: Non-employee director fees for 2024 were paid in 2025 and prorated from the Business Combination closing date (July 31, 2024) to year-end. Directors are reimbursed for ordinary Board-related expenses .

Performance Compensation

• Director equity plan caps: Non-employee director total compensation (cash + equity grant-date value) capped at $750,000 per fiscal year ($1,000,000 in initial year) under the 2024 Equity Incentive Plan .
• Clawback: Company maintains an incentive compensation clawback policy compliant with SEC/Nasdaq rules (executives covered). Director equity is service-based; no director-specific clawback provided in proxy .
• Hedging/pledging: Insider Trading Policy prohibits short sales, options, hedging transactions, margin accounts for non-employee directors, enhancing alignment with shareholders .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and healthcare focus: Managing Director at Perceptive Advisors with focus on therapeutics and medical devices; prior strategy experience at McKinsey .
• Education: MD (Penn), MBA (Harvard), BS/BBA (Michigan) .
• Board skills emphasis: Operational/transactional experience cited by the Board as rationale for his appointment .

Equity Ownership

Notes: Beneficial ownership percentages based on 21,179,637 shares outstanding as of Oct 24, 2025. Only options exercisable within 60 days are included per SEC rules; additional unvested options, if any, are excluded .

Governance Assessment

• Strengths

  • Independent director; Chair of Nominating & Corporate Governance Committee overseeing director pipeline, ESG, and Board evaluations; Board reports ≥75% attendance for all directors in the last fiscal year .
  • Clear, market-standard non-employee director compensation program with modest cash retainers and time-based equity; prohibitions on hedging/pledging enhance alignment .

• Potential Risks and RED FLAGS

  • Majority shareholder representation: As a Managing Director at Perceptive Advisors while Perceptive affiliates beneficially own 57.55% and participated in the 2025 PIPE, there is an inherent perceived conflict. The Board affirmed independence and has a related-party transactions policy; investors should monitor NCG decisions (board composition/succession) given his chair role. RED FLAG: controlling holder nexus with committee leadership .
  • Audit Committee non-compliance: Company disclosed non-compliance with Nasdaq’s audit committee requirements while evaluating options, indicating broader Board governance risk, though not specific to Keyvan’s committee. RED FLAG: exchange compliance gap .
  • Concentrated ownership and complex financing stack (convert notes/warrants and PIPE warrants) elevate governance and dilution considerations; related-party oversight is critical .

• Additional Observations

  • The Nominating & Corporate Governance Committee recorded “—” meetings in 2024 (structure finalized post-Business Combination), suggesting most committee activity commenced in 2025; investors should evaluate 2025–2026 committee cadence and outputs (skills matrix updates, succession/ESG reporting) .
  • Non-employee director equity is time-based; no performance metrics/TSR tilts for directors, which is standard but offers limited performance linkage beyond share price exposure .

Supporting Data

• Board and Committee Assignments (2024) | Name | Audit | Compensation | Nominating & Corporate Governance | |---|---|---|---| | Keyvan Mirsaeedi-Farahani | — | — | Chair (X*) |

• Board Activity and Attendance | Metric | Value | |---|---| | Board meetings in last fiscal year | 5 | | Director attendance | Each director attended ≥75% of Board and applicable committee meetings |

• Non-Employee Director Compensation (2024 Actual) | Director | Cash Fees ($) | Option Awards ($) | Total ($) | |---|---:|---:|---:| | Keyvan Mirsaeedi-Farahani | 12,500 | — | 12,500 |

• Non-Employee Director Compensation Program (Adopted Mar 2025) | Component | Amount/Terms | |---|---| | Annual cash retainer | $40,000 | | Committee chair retainers | Audit $20,000; Comp $13,000; N&CG $10,000 | | Committee member retainers | Audit $10,000; Comp $7,000; N&CG $5,000 | | Initial option grant (non-chair) | 90,000 options; vest monthly over 3 years | | Annual option grant (non-chair) | 30,000 options; vest monthly over 1 year | | Chair of the Board option grants | 300,000 initial; 100,000 annual (if serving as Chair) | | Equity plan director cap | $750k/year, $1.0m in initial year (grant-date value) |

• Related Party Concentration | Holder (Affiliates) | Ownership Components | Beneficial Stake | |---|---|---| | Perceptive Advisors affiliates | 9,675,684 shares + 5,445,069 warrants + 200,902 shares via C2; additional pre-funded/milestone warrants excluded due to 9.99% blocker | 57.55% (beneficial) | | 2025 PIPE (Perceptive affiliates) | 2,190,496 pre-funded warrants + 4,034,997 milestone warrants; ~$4.25m purchase | See transaction table |

Overall: Keyvan brings healthcare investing and strategic expertise with strong credentials, and the Board has formally determined independence. However, his dual status as Perceptive Managing Director and N&CG Chair, combined with Perceptive’s controlling stake and ongoing related-party financings, constitutes a governance sensitivity requiring ongoing monitoring—particularly around director nominations, succession, and ESG oversight. The disclosed Nasdaq audit committee non-compliance further underscores board-level governance risk that investors should track for remediation timelines .