Jennifer Fox
About Jennifer Fox
Jennifer Fox (age 54) is an independent director of Apogee Therapeutics, serving on the board since June 2023 (and on the board of managers of Apogee Therapeutics, LLC from May–July 2023). She is Chief Business Officer and Chief Financial Officer of Zenas BioPharma (Nasdaq: ZBIO) since December 2023, and previously served as CFO of Nuvation Bio (NYSE: NUVB) from October 2020 to November 2023. She spent ~15 years in healthcare investment banking, including MD roles at Citigroup (Co-Head of North America Healthcare Corporate & Investment Banking, 2015–2020) and Deutsche Bank (Co-Head of Life Sciences Investment Banking, 2006–2015). She holds B.S. degrees in finance and marketing from Manhattan College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvation Bio (NYSE: NUVB) | Chief Financial Officer | Oct 2020 – Nov 2023 | Led finance during clinical-stage growth |
| Citigroup (NYSE: C) | Managing Director; Co-Head North America Healthcare CIB | Jun 2015 – Oct 2020 | Lead advisor on financing and strategic transactions in life sciences |
| Deutsche Bank (NYSE: DB) | Managing Director; Co-Head Life Sciences Investment Banking | Feb 2006 – Jun 2015 | Senior coverage and execution for biotech/pharma |
| Apogee Therapeutics, LLC | Member, Board of Managers | May 2023 – Jul 2023 | Pre-IPO governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zenas BioPharma (Nasdaq: ZBIO) | Chief Business Officer & CFO | Dec 2023 – present | Public biopharma executive role |
| ProKidney Corp. (Nasdaq: PROK) | Director | Jul 2022 – present | Independent public board seat |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member .
- Financial expertise: Designated “audit committee financial expert”; all audit members financially literate .
- Independence: Board determined Fox is independent under Nasdaq and SEC rules; also independent for audit and compensation committees .
- Meetings/attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings served; audit (4), compensation (5), nominating (3) meetings held in 2024 .
- Board structure: Classified board; plurality voting; supermajority requirements to amend charter/bylaws and remove directors; stockholders cannot call special meetings or act by written consent .
Fixed Compensation
| Component | Amount ($) | Basis |
|---|---|---|
| Annual Board retainer (cash) | 40,000 | Director compensation policy (effective Feb 2024) |
| Audit Committee Chair retainer (cash) | 15,000 | Director compensation policy (effective Feb 2024) |
| Compensation Committee member retainer (cash) | 5,000 | Director compensation policy (effective Feb 2024) |
| 2024 Fees Earned or Paid in Cash | 60,000 | Reported for Fox in 2024 director comp table |
Policy changes effective as of the 2025 Annual Meeting increased certain fees: Audit Chair to $20,000; Compensation Chair to $15,000; Audit member to $10,000; Compensation member to $7,500; Nominating Chair to $10,000; Nominating member to $5,000 .
Performance Compensation
| Award Type | Grant Detail | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Stock options (annual grant) | 10,370 options | 349,828 | Annual equity grants vest on the one-year anniversary per policy | Reported in 2024 director compensation table (grant per policy); strike not disclosed |
The director equity program consists solely of options: initial one-time options with fair value $700,000 vesting over three years (for new directors), and annual options with fair value $350,000 vesting after one year; exercise price set at closing market price on grant date .
Other Directorships & Interlocks
| Company | Relationship to APGE | Potential Interlock/Conflict |
|---|---|---|
| ProKidney (PROK) | External public board (Fox) | No APGE transaction disclosed with PROK |
| Zenas BioPharma (ZBIO) | External executive role (Fox) | No APGE transaction disclosed with ZBIO |
| Fairmount Funds; Venrock HCP III | Significant APGE holders; APGE directors Harwin/Kiselak (Fairmount) and Shah (Venrock) | Investor-affiliated directors on APGE board; Board deemed independence; related party transactions with Paragon fall under oversight |
Expertise & Qualifications
- Financial, transactional, and capital markets expertise from senior investment banking roles; designated audit committee financial expert .
- Biopharma executive experience as CFO/CBO at Zenas; prior CFO at Nuvation Bio .
- Education: B.S. in finance and marketing, Manhattan College .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Voting common shares owned | 27,782 | As of April 21, 2025 record date |
| Restricted voting common stock (within 60 days) | 1,451 | Included in beneficial ownership footnote |
| Options exercisable/vesting within 60 days | 10,370 | Included in beneficial ownership footnote |
| Ownership % of outstanding | <1% | Denoted “*” less than one percent in proxy table |
Governance Assessment
-
Strengths:
- Independent director; Audit Committee Chair and “financial expert,” aligned with strong oversight of financial reporting and internal controls .
- Consistent engagement (≥75% attendance), and all directors attended 2024 annual meeting; anti-hedging/derivatives prohibition; formal clawback policy for incentive-based compensation .
- Independent compensation consultant (Alpine) assessed as independent and without conflicts; transparent director fee structure with option-based equity emphasizing long-term alignment .
-
Watch items / potential red flags:
- Board entrenchment features (classified board, supermajority thresholds, no special meetings or written consent) can dampen shareholder rights and responsiveness in contested situations .
- Investor-affiliated directors (Fairmount, Venrock) with significant holdings and board presence; while independence has been affirmed, it requires continued vigilance on conflicts .
- Extensive related-party transactions with Paragon (Fairmount-affiliated JV) totaling $19.2M expense in 2024 across option/license agreements and milestones; although described as arm’s-length and overseen by policy, one early 2022 agreement predated formal related-party policy adoption .
- Documentation inconsistency: director comp footnote states Fox held no options as of 12/31/2024, yet beneficial ownership section includes 10,370 options within 60 days—interpret as updated status by record date; warrants monitoring for clarity and disclosure alignment .
Implications: Fox’s audit chair role and financial expertise are positives for investor confidence. Governance features and investor-affiliated board composition require continued attention to ensure robust independence and conflict management, particularly given ongoing related-party arrangements with Paragon .