Carl Dambkowski
About Carl Dambkowski
Apogee Therapeutics’ Chief Medical Officer since September 2022, age 40; M.D. from Stanford (bioengineering concentration) with prior roles leading regulatory approvals and clinical strategy across multiple biotechs, including CMO roles and McKinsey consulting. During his Apogee tenure, the company remains pre‑revenue with significant R&D investment; proxy “pay vs performance” shows cumulative TSR of $213 on a $100 base through FY2024 (IPO to 12/31/24) and net losses of $(182,146)k in 2024 and $(83,985)k in 2023, reflecting a clinical‑stage profile . He co-led/was part of teams achieving approvals for TRUSELTIQ (infigratinib) and NULIBRY (fosdenopterin) pre-Apogee, and helped advance/partner programs (e.g., BBP-398 out-licensed to BMS) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| QED Therapeutics (BridgeBio) | Chief Medical Officer | Jul 2021 – Sep 2022 | Part of core team that brought TRUSELTIQ (infigratinib) through FDA approval |
| Navire Pharma (BridgeBio) | Chief Medical Officer; clinical lead | Jan 2020 – Sep 2022 | Led BBP‑398 from pre‑IND to out‑licensing to BMS based on initial clinical data |
| Origin Biosciences | Chief Strategy Officer & EVP Operations | Mar 2018 – Jun 2021 | Part of core team that brought NULIBRY (fosdenopterin) through FDA approval |
| McKinsey & Company | Associate | Jul 2016 – Mar 2018 | Advised global biopharma on R&D; strategic/operational engagements |
| Novonate (co‑founder) | Co‑founder | Jan 2015 – (co‑founder) | Medical device company; named inventor on multiple patents |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oruka Therapeutics (Nasdaq: ORKA) | Director | Feb 2024 – present | Public biotech directorship |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (in effect Jan 1) |
|---|---|---|---|
| Base salary (actual paid for year / annual rate) | $477,083 (annual rate $500,000) | $525,000 | $540,000 |
| Target annual bonus (% of base) | 45% | 45% | 45% (policy unchanged) |
| Annual bonus paid (non‑equity incentive) | — (2023 paid as discretionary “Bonus”) | $354,375 | — |
Notes:
- 2024 payout vs target: 45% of $525,000 target = $236,250; actual $354,375 equates to ~150% of target (inputs: salary/target/actual from ).
Performance Compensation
Cash incentive plan
| Plan year | Metric framework | Target (as % base) | Actual payout | Commentary |
|---|---|---|---|---|
| 2024 | Corporate performance goals (specific metrics not disclosed) | 45% | $354,375 | Committee adopted formal cash incentive plan in 2024; 2023 awards were discretionary |
Equity awards (Options)
| Grant date | Instrument | Shares | Exercise price | Vesting | Grant‑date fair value (year total) |
|---|---|---|---|---|---|
| Dec 18, 2023 | Stock option | 175,345 | $22.86 | 48 equal monthly installments from grant date | $3,300,000 (2023 options FV) |
| Dec 9, 2024 | Stock option | 124,962 | $49.07 | 48 equal monthly installments from grant date | $4,200,135 (2024 options FV) |
Note: The company filed an 8‑K on Dec 10, 2024 regarding first dosing for APG333; options granted Dec 9, 2024 showed a −1.4% move across the MNPI window; awards follow a set calendar to avoid MNPI timing .
Equity from pre‑IPO incentive units (converted to restricted common stock at IPO)
| Tranche | Shares unvested at 12/31/24 | Vesting schedule |
|---|---|---|
| Tranche A (from 10/03/22 units) | 57,747 | 25% on Sep 16, 2023; remainder monthly to Sep 2026 |
| Tranche B (from 12/21/22 units) | 84,398 | 25% on Dec 14, 2023; remainder monthly to Dec 2026 |
| Total converted restricted stock originally issued | 300,788 (two tranches; structure detailed) | See above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 220,030 shares as of Apr 21, 2025 (less than 1% of shares outstanding) |
| Within 60 days: RS/restricted eligible | 12,533 shares of restricted voting common stock within 60 days |
| Within 60 days: options exercisable/vesting | 77,404 option shares vesting/exercisable within 60 days |
| Stock ownership guidelines | Not specifically disclosed for executives in the proxy sections reviewed |
| Hedging/derivatives | Prohibited: short sales; publicly traded options; hedging/monetization transactions |
| Clawback | Nasdaq Rule 10D‑1 compliant recovery for restatements; committee may recover full incentive comp in cases of fraud/misconduct (discretionary) |
| Pledging | The cited insider trading policy enumerates prohibited short/derivative/hedging transactions; no explicit pledging language is described in that section |
| 10b5‑1 plan | Adopted a Rule 10b5‑1 plan on Sept 22, 2025 to sell up to 132,000 shares through Jan 7, 2027 (subject to conditions) |
Vesting and potential selling pressure:
- Monthly vesting on significant option grants (Dec 2023 and Dec 2024) can create steady incremental sellable supply over four years .
- The Sept 22, 2025 10b5‑1 plan signals an intention to systematically sell up to 132k shares over ~16 months, a modest overhang to monitor vs daily liquidity .
Employment Terms
| Provision | Non‑CIC termination (without cause/for good reason) | CIC‑period termination (without cause/for good reason) |
|---|---|---|
| Salary multiple | 1.0x base salary | 1.0x base salary |
| Bonus | Prior‑year earned unpaid bonus + pro‑rated target bonus for year of termination | Prior‑year earned unpaid bonus + full target bonus for year of termination |
| Health benefits | Company‑subsidized COBRA up to 12 months | Company‑subsidized COBRA up to 12 months |
| Equity vesting | No automatic acceleration outside CIC beyond plan terms | 100% acceleration of equity awards |
| Good Reason (CMO) | Outside CIC: material company breach or required in‑office work when remote feasible; Within CIC: includes material pay/bonus cut (broad cuts excepted), relocation, material duty reduction, failure to assume agreement, material breach, or required in‑office work when remote feasible |
Performance & Track Record
- Pipeline execution milestones linked to Paragon collaboration/licensing included multiple development candidate nominations and first‑in‑human dosings across 2023–2024 (APG777, APG808, APG990, APG333), triggering milestone payments (e.g., $5.0M upon first dosing of APG333 in Dec 2024), indicating operational progression under clinical leadership .
- Proxy “pay vs performance” TSR shows cumulative $100→$213 through FY2024 and $100→$132 through FY2023; net income was $(182,146)k (2024) and $(83,985)k (2023), reflecting clinical‑stage investment phase .
- Company anti‑hedging/derivatives policy and clawback policy align incentives with compliant conduct and financial accuracy .
Compensation Committee & Governance Context
- Compensation consultant: Alpine Rewards, retained since 2023; committee assessed independence and no conflicts .
- Option grant timing follows a predetermined year‑end schedule to avoid MNPI effects; disclosure shows minimal MNPI‑window price effect around Dec 2024 grants .
Related Party Transactions (contextual governance risk)
- Extensive R&D collaboration with Paragon (a related party to major investor Fairmount) across multiple targets with fees/milestones (e.g., $3.0M on TSLP dev candidate nomination; $5.0M upon first human dosing APG333), with audit/board policy for related‑party review and statement of arm’s‑length terms; such relationships warrant continued oversight given CMO’s role in program advancement .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentive paid at ~150% of target alongside substantial equity grants with four‑year monthly vesting; strong equity orientation supports retention but creates steady sellable supply—monitor Form 4s against the 132k‑share 10b5‑1 plan adopted Sept 2025 for near‑term selling pressure .
- Retention/CoC: CMO severance is market‑standard (1x salary + bonus + 12 months COBRA) with full equity acceleration on a double‑trigger CIC, which can be favorable for M&A execution and management continuity through a transaction .
- Alignment and risk controls: Anti‑hedging/derivatives ban and robust clawback mitigate misalignment/behavioral risk; lack of explicit pledging language in the cited policy section should be clarified with IR, though many biotech policies include pledging prohibitions elsewhere .
- Execution track record: Prior FDA approvals and Apogee’s multi‑asset clinical progress (2023–2024 first‑in‑human milestones) de‑risk program execution under Dambkowski’s clinical leadership, while financial outcomes remain pre‑revenue with significant losses typical for clinical‑stage biotechs .