Michael Henderson
About Michael Henderson
Michael Henderson, M.D., is Apogee Therapeutics’ Chief Executive Officer (since September 2022) and a director (since June 2023). He is 35 years old, holds a B.A. in global health from Harvard and an M.D. from Stanford, and previously held senior roles at BridgeBio Pharma, McKinsey & Company, and co‑founded PellePharm. He has overseen creation of multiple companies, launched numerous development programs, and led teams to two FDA approvals. During 2023–2024, Apogee’s pay‑versus‑performance table shows total shareholder return values of $132 and $213 on an initial $100 investment, respectively, alongside net losses of $83,985k (2023) and $182,146k (2024). Henderson also serves on the board of Spyre Therapeutics (since June 2023) and previously served on ARYA Sciences Acquisition Corp IV’s board (Feb 2021–Jul 2024).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BridgeBio Pharma (Nasdaq: BBIO) | Chief Business Officer | Jan 2020 – Sep 2022 | Furthered corporate strategy, led BD/operations; oversight across portfolio and investments. |
| BridgeBio Pharma | SVP, Asset Acquisition, Strategy & Operations | Prior 2 years before CBO (approx. 2018–2020) | Led BD/strategy/operations across programs. |
| BridgeBio Pharma | VP, Asset Acquisition, Strategy & Operations | Joined Apr 2016 | Built pipeline via asset acquisition and strategy execution. |
| BridgeBio subsidiaries | CEO of several subsidiaries | Various (during BridgeBio tenure) | Led teams to two FDA approvals. |
| McKinsey & Company | Consultant | Jan 2015 – Apr 2016 | Advised biopharma on R&D and strategy. |
| PellePharm | Co‑founder | Aug 2011 | Company creation; dermatology focus. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Spyre Therapeutics (Nasdaq: SYRE) | Director | Since Jun 2023 | Public biotech board service. |
| ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD) | Director | Feb 2021 – Jul 2024 | SPAC focused on healthcare. |
Fixed Compensation
| Year/Item | Amount/Terms |
|---|---|
| Employment agreement (effective) | Aug 25, 2023 (as CEO) |
| Base salary (initial under agreement) | $630,000 |
| Base salary increase effective Jan 1, 2024 | $661,500 |
| Base salary increase effective Jan 1, 2025 | $700,000 |
| Target annual bonus (as % of base) | 55% |
| 2023 Salary (paid) | $564,833 |
| 2024 Salary (paid) | $661,500 |
| 401(k) match | Dollar‑for‑dollar up to 4% of compensation, effective Jan 1, 2024 |
| Defined benefit pension / nonqualified deferred comp | None maintained |
Performance Compensation
Annual Cash Incentive
| Year | Target Bonus % | Plan Type | Payout ($) | Notes |
|---|---|---|---|---|
| 2023 | 55% | Discretionary (no formal program) | $606,375 | Board discretion based on individual/company performance. |
| 2024 | 55% | Cash incentive plan with pre‑set corporate goals | $545,738 | Committee and Board approved based on goal achievement. |
Option Awards (Long‑Term Incentives)
| Grant Date | Type | Number of Options | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Dec 18, 2023 | Stock option (2023 Plan) | 398,512 | $22.86 | 12/18/2033 | 48 equal monthly installments beginning 12/18/2023 (service‑based). |
| Dec 9, 2024 | Stock option (2023 Plan) | 357,036 | $49.07 | 12/9/2034 | 48 equal monthly installments beginning 12/9/2024 (service‑based). |
Outstanding as of 12/31/2024: 99,628 exercisable and 298,884 unexercisable at $22.86 (12/18/2033), plus 357,036 unexercisable at $49.07 (12/9/2034).
Timing/governance controls: options are granted on a predetermined schedule; exercise prices equal closing market price; the company states grants are not timed around MNPI. A disclosure shows Dec 9, 2024 grants occurred one business day before a Dec 10, 2024 8‑K; grant‑date fair value for Henderson was $12,000,444; ensuing price change across disclosure window was (1.4)%.
Stock Awards (Restricted Common Stock from pre‑IPO unit exchange)
| Award | Unvested Shares at 12/31/2024 | Market Value at 12/31/2024 | Vesting Schedule |
|---|---|---|---|
| Restricted common stock (from incentive unit exchange) | 425,749 | $19,286,430 | 25% vested 5/2/2023; remainder in equal monthly installments until May 2026 (service‑based). |
| Restricted common stock (from incentive unit exchange) | 143,689 | $6,509,112 | 25% vested 12/14/2023; remainder in equal monthly installments until Dec 2026 (service‑based). |
Equity Ownership & Alignment
- Beneficial ownership at April 21, 2025: 1,095,306 shares; equals 1.8% total ownership and 2.4% voting power. Components within 60 days include 62,021 restricted voting shares and 185,571 options.
- Outstanding/unvested equity at 12/31/2024 provides multi‑year retention through 2026 (restricted stock) and through 2028 (options) via monthly vesting schedules.
- Anti‑hedging/derivatives policy: Company prohibits short sales, trading in puts/calls on Company securities, and hedging/monetization transactions for directors and officers.
- 10b5‑1 plan: On Aug 13, 2025, Henderson adopted a Rule 10b5‑1 trading plan to sell up to 340,000 shares through July 9, 2026, subject to conditions.
- Recent offering lock‑up context: An Oct 2025 offering applied a 60‑day lock‑up with standard restrictions (including pledge/hypothecate as transfers during the period), with limited exceptions.
Employment Terms
- Employment agreement: Amended and restated agreement effective Aug 25, 2023; eligible base salary $630,000 and 55% target bonus; Board approved salary increases to $661,500 effective Jan 1, 2024 and to $700,000 effective Jan 1, 2025.
- Executive Severance Policy (amended Aug 2023):
- Termination without cause or for good reason outside change‑in‑control (CIC) period: 1.5x base salary; prior‑year earned but unpaid bonus; pro‑rata target bonus for the year of termination; up to 18 months subsidized health coverage; immediate acceleration of 30% of equity awards.
- Termination without cause or for good reason within CIC period: 1.5x base salary; prior‑year earned but unpaid bonus; full target bonus for the year of termination; up to 18 months subsidized health coverage; 100% acceleration of equity awards.
- Definitions of Cause and Change in Control provided in proxy.
- Clawback: Nasdaq‑compliant policy to recover excess incentive‑based compensation following a restatement; committee may also claw back all incentive‑based comp (plus interest) in case of fraud or misconduct contributing to a restatement.
- Benefits: 401(k) with 4% company match effective Jan 1, 2024; no defined benefit pension or nonqualified deferred compensation plan.
- Equity grant timing/governance: predetermined schedule; exercise price set at closing market price; disclosure that grants are not timed around MNPI; see 2024 MNPI proximity table.
Board Governance
- Board service: Director since June 2023; CEO since September 2022. Henderson receives no additional compensation for board service.
- Committee memberships (2024): Henderson serves on no board committees. Audit (Chair: Jennifer Fox), Compensation (Chair: Mark C. McKenna), Nominating (Chair: William “BJ” Jones, Jr.). Committee meetings in 2024: Audit 4; Compensation 5; Nominating 3.
- Director compensation policy (non‑employee): cash retainers and option grants with defined values/limits; amended March 2025 to increase certain committee retainers and equity grant limits.
Multi‑Year Compensation Summary (CEO)
| Year | Salary ($) | Bonus ($) | Non‑Equity Incentive ($) | Options (Grant‑Date FV) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 564,833 | 606,375 | — | 7,500,000 | — | 8,671,208 |
| 2024 | 661,500 | — | 545,738 | 12,000,444 | — | 13,207,682 |
Outstanding Equity Detail (CEO) at FY‑end 2024
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested Shares (#) | Market Value ($) | Vesting Notes |
|---|---|---|---|---|---|---|---|
| Stock option (12/18/2023) | 99,628 | 298,884 | $22.86 | 12/18/2033 | — | — | 48 monthly installments from 12/18/2023. |
| Stock option (12/09/2024) | — | 357,036 | $49.07 | 12/09/2034 | — | — | 48 monthly installments from 12/09/2024. |
| Restricted common stock (IPO exchange) | — | — | — | — | 425,749 | 19,286,430 | 25% 5/2/2023; monthly to May 2026. |
| Restricted common stock (IPO exchange) | — | — | — | — | 143,689 | 6,509,112 | 25% 12/14/2023; monthly to Dec 2026. |
Investment Implications
- Alignment and retention: Pay mix is equity‑heavy (large multi‑year option grants; substantial unvested restricted stock), with monthly vesting into 2026–2028 providing retention hooks; CIC terms accelerate 100% of equity, while non‑CIC term accelerates 30%, balancing retention and protection.
- Selling pressure risk: Henderson adopted a 10b5‑1 plan to sell up to 340,000 shares through July 2026, which may create intermittent supply against his disclosed beneficial holdings. Recent offering‑related lock‑ups were short (60 days).
- Pay for performance context: Despite clinical‑stage net losses, TSR values in the pay‑versus‑performance table improved from $132 (2023) to $213 (2024) on a $100 initial investment, indicating strong stock performance during Henderson’s tenure, while cash incentives shifted from discretionary (2023) to goal‑based (2024).
- Governance: Henderson is a management director and sits on no board committees; committees are chaired by non‑employee directors. Clawback and anti‑hedging policies are in place, and equity grant timing controls and disclosures reduce backdating concerns.