Nimish Shah
About Nimish Shah
Independent Class II director (age 47 as of April 29, 2025), Apogee co‑founder and Venrock Healthcare Capital Partners investor; on Apogee’s board since June 2023 (previously on Apogee Therapeutics, LLC board of managers 2022–July 2023). Education: B.S. Pharmacy (Rutgers), M.P.H. (Columbia Mailman), M.B.A. (Columbia Business School); member, Columbia Business School Healthcare & Pharmaceutical Management Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venrock Healthcare Capital Partners | Partner (focus on public and crossover biotech funds) | 2013–present | Leads investments; extensive biotech investing experience . |
| Instil Bio, Inc. (Nasdaq: TIL) | Director | Until Dec 2021 | Board service during clinical-stage development . |
| LianBio (Nasdaq: LIAN) | Board Observer | Not disclosed | Strategic insights to management and board . |
| Biohaven Ltd. (NYSE: BHVN) | Board Observer | Not disclosed | Investor perspective in neurology portfolio . |
| Viridian Therapeutics, Inc. (Nasdaq: VRDN) | Board Observer | Not disclosed | Observer to board; no voting role . |
| Dianthus Therapeutics, Inc. (Nasdaq: DNTH) | Board Observer | Not disclosed | Observer; immunology focus . |
| Apogee Therapeutics, LLC | Board of Managers | 2022–July 2023 | Co‑founder; pre‑IPO governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia Business School Healthcare & Pharmaceutical Management Advisory Board | Advisory Board Member | Not disclosed | Academic/industry advisory capacity . |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair .
- Independence: Board determined Shah is independent under Nasdaq rules; CEO Henderson is the only non‑independent director .
- Attendance: Board met five times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board structure/context: Apogee has a classified board, supermajority provisions for certain actions, and plurality voting; independent Chair (Mark McKenna) with regular executive sessions of independent directors .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,000 | Driven by $40,000 annual board retainer plus $4,000 Nominating Committee membership retainer per Feb 2024 director compensation policy . |
- Policy update effective at the 2025 annual meeting: Nominating Committee member retainer increases to $5,000; chair retainers increased (Audit $20,000; Compensation $15,000; Nominating $10,000) while board retainers unchanged ($40,000 director; $70,000 Chair) .
Performance Compensation
| Award | Grant Detail | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Stock Options (2024) | 10,370 options | $349,828 | Annual equity grants vest on the one‑year anniversary; director equity is solely options under the 2023 Plan . | No RSUs/PSUs; options subject to plan limits . |
- No performance metrics disclosed for director compensation (e.g., TSR, EBITDA targets) – director equity consists of time‑vested stock options per policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Instil Bio (Nasdaq: TIL) | Former Director | Prior directorship in cell therapy; ended Dec 2021 . |
| LianBio (Nasdaq: LIAN); Biohaven (NYSE: BHVN); Viridian (Nasdaq: VRDN); Dianthus (Nasdaq: DNTH) | Board Observer | Represents Venrock investor perspective; observer is non‑voting . |
| Venrock Healthcare Capital Partners III, L.P. and affiliates | Voting member of Venrock management entities | Venrock affiliates collectively hold significant Apogee positions and have registration rights; Shah is a voting member, which can create perceived conflicts if investor interests diverge from minority holders . |
Expertise & Qualifications
- Biotech investing and crossover capital markets expertise; over a decade investing in public and private healthcare (since 2010), with focus at Venrock since 2013 .
- Academic training in pharmacy and public health; MBA providing finance/strategy credentials .
- Board and observer experience across multiple immunology/biopharma companies .
Equity Ownership
| Holding Type | Shares | Ownership/Power |
|---|---|---|
| Voting Common Stock (beneficially owned) | 1,776,289 | Voting power 4.0% . |
| Non‑Voting Common Stock (beneficially owned) | 6,743,321 | Convertible subject to 9.99% ownership cap for affiliates; increases possible with 61 days’ notice up to 19.99% limit . |
| Total Percentage Ownership | 14.3% | Includes voting and non‑voting shares . |
| Stock Options held (as of Dec 31, 2024) | 15,919 | Director option balance disclosed . |
- Anti‑hedging policy: Directors prohibited from short sales, derivatives, and hedging/monetization transactions in Company stock, supporting alignment and reducing risk of misaligned incentives .
Governance Assessment
- Strengths: Independent status; active role on Nominating Committee; attendance at or above thresholds; independent Chair and robust committee structure; anti‑hedging and clawback policies in place .
- Alignment signals: Majority of Shah’s 2024 director pay is equity‑based via stock options ($349,828 options vs. $44,000 cash), which emphasizes long‑term value creation over cash compensation .
- Potential conflicts/RED FLAGS:
- Significant beneficial ownership through Venrock‑affiliated entities with registration rights and ability to convert non‑voting shares (subject to caps), which may create perceived influence over governance and capital markets decisions; Shah is a voting member of Venrock management entities tied to these holdings .
- Broader governance features (classified board; supermajority requirements; plurality voting) can entrench incumbent directors and limit shareholder action between annual meetings, potentially dampening investor confidence in rapid governance changes if needed .
- Mitigants: Board’s formal related‑party transaction policy (post‑IPO) and Audit Committee oversight; independence confirmation considered investor relationships; executive and director compensation reviewed with an independent consultant (Alpine) with no identified conflicts .