James Tananbaum
About James B. Tananbaum
Independent director (Class II) at Alumis Inc. (ALMS), age 62, serving on the Board since January 2021; currently a member of the Compensation Committee . Founder, President and CEO of Foresite Capital Management; prior co-founder/managing director at Prospect Venture Partners; founder of GelTex (acquired by Sanofi-Genzyme) and Theravance (now Theravance Biopharma and Innoviva); education includes an M.D. and M.B.A. from Harvard and B.S./B.S.E.E. from Yale in Applied Math and Computer Science . The Board has affirmatively determined he is independent under Nasdaq rules; all members of the Compensation Committee, including Dr. Tananbaum, meet independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foresite Capital Management | Founder, President & CEO; Director | Founded 2010; ongoing | Built U.S.-focused healthcare investment platform; significant ALMS ownership via affiliated funds |
| Prospect Venture Partners II & III | Co-Founder & Managing Director | 2000–2010 | Led healthcare venture partnerships |
| GelTex, Inc. | Founder | Founded 1991 | Built intestinal medicine company; later acquired by Sanofi-Genzyme |
| Theravance, Inc. | Founder | Founded 1997 | Led spinouts now Theravance Biopharma and Innoviva; respiratory asset partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fabric Genomics, Inc. | Director | Present | Genomics/software; board service noted |
| Quantum-SI Incorporated | Director | Past 5 years | Instrumentation; board service noted |
| Gemini Therapeutics, Inc. | Director | Past 5 years | Biopharma; board service noted |
| 10x Genomics, Inc. | Director | Past 5 years | Spatial/single-cell tools; board service noted |
| Kinnate Biopharma Inc. | Director | Past 5 years | Oncology; board service noted |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Compensation Committee members (including Tananbaum) are independent .
- Board leadership: CEO is Chair; Lead Independent Director role established (Sapna Srivastava) in June 2025 to balance combined CEO/Chair structure .
- Meetings & attendance: Board met 12 times in FY2024; each director attended at least 75% of Board/committee meetings; independent directors held 4 executive sessions in FY2024 .
- Committee membership and FY2024 meeting cadence:
| Committee | Membership (Tananbaum) | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Not a member | Patrick Machado | 3 |
| Compensation | Member | Alan Colowick | 7 |
| Governance | Not a member | Sapna Srivastava | 0 |
Fixed Compensation
- 2024 Non-Employee Director Compensation (Tananbaum waived all compensation):
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 0 | 0 | 0 |
- Non-Employee Director Compensation Policy effective Feb 2025 (applicable to all non-employee directors):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $40,000; +$30,000 for non-executive Chair |
| Committee member retainers | Audit $10,000; Compensation $7,500; Governance $5,000 |
| Committee chair retainers (in lieu of member) | Audit $20,000; Compensation $15,000; Governance $10,000 |
Performance Compensation
- Equity framework for non-employee directors (time-based; no performance metrics disclosed):
| Grant Type | Shares | Vesting | Term |
|---|---|---|---|
| Initial option grant (upon appointment) | 52,000 | 1/36 monthly over 3 years; accelerates at Change in Control (2024 Plan definition) | 10 years |
| Annual option grant (each annual meeting) | 26,000 | Vests by earlier of 1 year or next annual meeting, subject to service | 10 years |
Note: 2024 indicates Dr. Tananbaum held no director options outstanding as of year-end and waived director compensation; no director-specific performance metrics are used in equity grants .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Affiliated ownership | Entities affiliated with Foresite Capital beneficially own 15,197,954 voting common shares (15.8% voting power); Dr. Tananbaum is managing member/manager of affiliated entities and may be deemed to have voting/dispositive power; disclaims beneficial ownership beyond pecuniary interest . |
| Related-party services | Foresite Labs (affiliated with Foresite Capital) provides data/analytics and scientific support under a services agreement (amended 2023; expires Dec 2026); ALMS recognized $0.9 million as R&D expense in 2024 . |
| Financing history | Foresite-affiliated funds purchased Series B-2 preferred (aggregate 7,273,658 shares) in 2023; converted to 1,555,860 common shares at IPO . |
| Financing history | Foresite-affiliated funds purchased Series C preferred (aggregate 19,118,870 shares) in 2024; converted to 4,089,592 common shares at IPO . |
| Voting agreement | Voting and support agreements for ACELYRIN merger signed Feb 6, 2025 by Foresite-affiliated entities and others (collectively ~62% of outstanding capital at that time) to vote in favor . |
| Investors’ rights | Amended and restated investors’ rights agreement includes holders affiliated with directors; registration and prior ROFR terms; ROFR terminated at IPO . |
Expertise & Qualifications
- Founder/operator and healthcare investor across biopharma/tools; significant executive leadership experience in venture and company formation .
- Education: M.D./M.B.A. (Harvard); B.S./B.S.E.E. (Yale) in Applied Math and Computer Science .
Equity Ownership
| Holder | Shares Beneficially Owned (Voting Common) | % of Total Voting Power | Nature/Notes |
|---|---|---|---|
| James B. Tananbaum, M.D. | 15,197,954 | 15.8% | Aggregated across Foresite Capital Fund VI (4,247,670), Fund V (5,584,889), Labs Co-Invest (194,459), Opportunity Fund V (2,034,129), Labs Fund I (1,960,337), Labs Affiliates (1,176,470); governance roles conferring control; disclaimers as to pecuniary interest . |
- Director options outstanding (as of Dec 31, 2024): 0 .
- Hedging/pledging: ALMS Insider Trading Policy prohibits hedging, derivative transactions, margin accounts, and pledging as collateral; no pledging disclosures noted in proxy .
- Ownership guidelines: No director stock ownership guidelines disclosed; skip.
Governance Assessment
- Independence and committee role: Independent director; member of Compensation Committee (all independent), which oversees executive/director pay, equity plan administration, severance/change-of-control protections, and succession planning .
- Attendance and engagement: Board met 12 times in FY2024 with each director at ≥75% attendance; independent directors held 4 executive sessions, indicating active oversight culture .
- Leadership checks: Lead Independent Director (Srivastava) appointed June 2025 to balance combined CEO/Chair; enhances independent agenda-setting and executive session leadership .
- Alignment vs conflicts: Very high ownership (~15.8% voting power) via Foresite-affiliated entities aligns incentives but raises influence concentration; related-party services agreement with Foresite Labs ($0.9M R&D in 2024) is a potential conflict that is subject to Audit Committee review under ALMS’s Related Person Transactions policy .
- RED FLAGS:
- Related-party exposure: Ongoing services from Foresite Labs (affiliated with a director’s entities) .
- Option repricing: Company repriced options in March 2024, including options held by members of the Board; repricing can be shareholder-unfriendly if not paired with performance conditions (context provided in proxy) .
- Mitigants: Audit Committee oversight of related-person transactions; formal policy requiring review/recusal; compensation recovery (clawback) policy adopted June 2024 consistent with Nasdaq/SEC rules; insider trading policy prohibits hedging/pledging .
- Director compensation signal: Waiver of 2024 director compensation (cash and equity) by Dr. Tananbaum suggests reduced direct-pay conflict while retaining significant ownership-driven alignment .
- Overboarding/commitments: Governance Committee assesses director commitments; Board stated directors demonstrate sufficient time/attention; continue to monitor given multiple external board roles .