Andrew Gottesdiener
About Andrew Gottesdiener
Independent Class I director at Apogee Therapeutics; age 34 as of April 29, 2025; joined the Apogee board in June 2023 and previously served on the Apogee Therapeutics, LLC board of managers (2022–July 2023). He co‑founded Apogee and is a partner at Venrock Healthcare Capital Partners; education includes an M.D. (Weill Cornell Medical College; HHMI summer fellowship), an M.B.A. (Columbia Business School), and an A.B. in economics (Washington University in St. Louis) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Therapeutics, LLC | Board of Managers | 2022–July 2023 | Governance role pre‑IPO; transitioned to Inc. board in June 2023 |
| Apogee Therapeutics, Inc. | Independent Director (Class I) | June 2023–present | Audit Committee member; contributes investing/biotech domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Venrock Healthcare Capital Partners | Partner (New York) | 2018–present | Focuses on healthcare investments; Venrock‑affiliated entities are significant APGE holders |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee held 4 meetings in 2024 .
- Audit Committee peers: Jennifer Fox (Chair), Peter Harwin, Andrew Gottesdiener; the committee recommended inclusion of audited financials in the 2024 Form 10‑K .
- Independence: Board determined Gottesdiener is an independent director under Nasdaq rules; audit members meet enhanced independence criteria .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership/structure: Independent Chair (Mark McKenna); classified board; supermajority voting for certain actions; plurality voting for directors; stockholders cannot call special meetings or act by written consent; independent director executive sessions at every regular Board meeting .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Board retainer (non‑Chair) | $40,000 |
| Audit Committee member fee | $7,500 |
| Total cash fees paid | $47,500 |
- No per‑meeting fees; directors reimbursed for reasonable out‑of‑pocket expenses .
Performance Compensation
| Equity Award | Grant Detail | Fair Value (2024) | Vesting Schedule |
|---|---|---|---|
| Annual stock options (2024) | 10,370 options | $349,828 | Vests on the one‑year anniversary of grant under director policy |
- Director equity policy (effective Feb 2024): annual equity grant fair value $350,000 (capped at 30,000 options); initial one‑time grant fair value $700,000 (capped at 60,000 options); vesting terms per policy above .
- Policy amended (effective at 2025 annual meeting): annual equity grant fair value $400,000 (cap 17,500 options); initial equity grant $800,000 (cap 35,000 options); updated chair/member fees for committees .
Other Directorships & Interlocks
| Entity | Type | Role/Linkage | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Venrock Healthcare Capital Partners III and affiliates | Investor | Significant APGE holder; VHCP entities collectively own voting and non‑voting stock; Nimish Shah (Venrock partner) also on APGE board | Investor‑director overlap; Board affirmed independence after considering investor relationships |
| Fairmount Funds and affiliates | Investor | Significant APGE holder; two APGE directors (Harwin, Kiselak) manage Fairmount; Fairmount controls Paragon (key R&D partner) | Related‑party exposure via Paragon; Audit Committee reviews related‑party transactions; 2022 agreement predates formal policy |
Expertise & Qualifications
- Biotech investing and company formation; co‑founder of Apogee; partner at Venrock focused on healthcare investments .
- Medical training and research exposure (MD; HHMI summer fellowship); MBA (Columbia) .
- Audit oversight exposure; Audit Committee members are “financially literate” per Nasdaq; Jennifer Fox designated financial expert .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (voting common) | 26,289 shares | Includes options vested or vesting within 60 days of April 21, 2025; ownership <1% |
| Non‑voting common | None disclosed | — |
| Options held (as of Dec 31, 2024) | 15,919 shares | Year‑end inventory of options |
- Anti‑hedging/derivatives policy prohibits short sales, publicly traded options, hedging, and monetization transactions for directors .
Governance Assessment
- Positives:
- Independence affirmed despite investor affiliations; Audit Committee membership supports financial oversight; attendance and engagement meet standards; independent Chair with routine executive sessions .
- Strong conduct framework: Code of Conduct; Nasdaq‑compliant clawback policy for incentive‑based compensation of covered executives; anti‑hedging policy for directors/officers .
- Risks/RED FLAGS:
- Related‑party exposure via Paragon, which is controlled by entities tied to two APGE directors; significant milestone and research payments to Paragon (e.g., $19.2M expense in 2024; multiple milestone payments in 2023–2024); one foundational agreement executed before formal related‑party policy adoption .
- Governance entrenchment features (classified board, supermajority thresholds, inability of stockholders to call special meetings or act by written consent) may reduce investor influence in periods of underperformance .
Implications: Gottesdiener’s audit role, independence determination, and medical/investment background support board effectiveness. The investor‑director network (Venrock/Fairmount) and Paragon transactions elevate conflict‑monitoring needs, placing added importance on Audit Committee rigor and transparent recusal practices .