Brian Daniels
About Brian Daniels
Brian Daniels, M.D., age 66, is the independent, non‑executive Chair of Artiva Biotherapeutics’ Board, serving since June 2020. He chairs the Compensation Committee and serves on the Audit, Nominating & Corporate Governance, Clinical Strategy, and Philanthropic Committees. Daniels is affirmed independent under Nasdaq standards (including audit and compensation committee independence). He is a Partner at 5AM Venture Management and formerly Senior Vice President, Global Development & Medical Affairs at Bristol Myers Squibb (BMS). He holds B.S. and M.S. degrees from MIT and an M.D. from Washington University in St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 5AM Venture Management LLC | Partner (Venture Partner Oct 2014; Partner since Aug 2018) | 2014–present | Life-science VC leadership; capital allocation and governance |
| Bristol Myers Squibb (BMS) | SVP, Global Development & Medical Affairs | 2004–2014 | Led late-stage dev/medical affairs; prior VP Immunology (2000–2004) |
| Academic/Training | Residency (NY Hospital); Fellowship (UCSF); MIT B.S./M.S.; WUSTL M.D. | Various | Clinical and immunology expertise |
External Roles
| Company | Role | Tenure |
|---|---|---|
| CSL Ltd. | Director | Since Dec 2024 |
| Novo Nordisk A/S | Director | Mar 2016–Mar 2021 |
| Cabaletta | Director | Oct 2018–Jun 2021 |
| IDEAYA Biosciences, Inc. | Director | Jun 2018–Jan 2019 |
Board Governance
- Board leadership: Independent, non‑executive Chair; separation of Chair/CEO emphasized for oversight effectiveness .
- Independence: Board majority independent; Daniels independent for general, audit, and compensation committee standards .
- Committees: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member), Clinical Strategy (member), Philanthropic (member) .
- Attendance: 2024 Board met 4 times; Audit 4; Compensation 4; Nominating 1; no director <75% attendance .
- Executive sessions: Regular independent‑director sessions, typically each regular Board meeting .
- Risk oversight: Clear allocation across Board/committees (financial reporting, cybersecurity, compensation risk, ESG/governance) .
Fixed Compensation
| Component | Policy Terms | FY2024 Actual (Brian Daniels) |
|---|---|---|
| Annual cash retainer | $40,000 for eligible directors | $42,741 (fees earned/paid in cash) |
| Lead Independent Chair retainer | +$30,000 | Included in total fees (policy effective July 2024) |
| Committee chair fees | Audit Chair $15,000; Compensation Chair $12,000; Nominating Chair $10,000 (chair fee in lieu of member fee) | Compensation Chair responsibilities; amount reflected in total fees |
| Committee member fees | Audit $7,500; Compensation $6,000; Nominating $5,000 | Audit/Nominating memberships; amounts reflected in total fees |
| Other committee fees | Clinical Strategy: $6,000 member/$15,000 Chair; Technical Operations: $15,000 member | Clinical Strategy member; amounts reflected in total fees |
| Per‑meeting fees | None disclosed beyond retainers | N/A |
Notes:
- Non‑employee director annual cap: $750,000 ($1,000,000 for first‑year directors), based on grant‑date fair value for equity plus cash fees .
- 2024 director compensation table shows no option grant for Daniels in 2024 .
Performance Compensation
| Equity Element | Grant Size | Vesting | Performance Metrics |
|---|---|---|---|
| Initial stock option (directors) | 27,500 shares | One‑third at grant; remainder in 24 equal monthly installments | None; time‑based vesting only |
| Annual stock option (directors) | 13,750 shares | Vests on earlier of 1‑year anniversary or next annual meeting | None; time‑based vesting only |
| Change‑in‑control treatment | As provided by plan/agreements; director awards may accelerate per plan rules | Time‑based acceleration mechanics; no performance criteria |
- No director PSUs/RSUs disclosed; director equity is options under the 2024 Plan with standard time‑based vesting; awards subject to Dodd‑Frank‑compliant clawback policy .
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| 5AM Ventures affiliation | Daniels is a Partner at 5AM Venture Management; 5AM‑affiliated funds collectively own ~9.7% of ARTV (Ventures VI and Opportunities II) | Board affirmatively determined Daniels independent; 5AM entities and managers disclaim beneficial ownership and Daniels/5AM have no voting/investment power over those shares |
| SAFE financing (2023) | 5AM Ventures VI and 5AM Opportunities II invested ~$4.709M in ARTV SAFE prior to IPO | Audit Committee oversees related‑party transactions under policy; independence reaffirmed with thresholds and review |
| Major shareholders on Board | RA Capital affiliates own ~40.4%; Venrock ~6.6%; venBio ~6.2%; Yong‑Jun Huh (GC Corp.) 18.7% | Board independence determinations considered these relationships; independence for Daniels affirmed |
Expertise & Qualifications
- Deep clinical development leadership (BMS Immunology; led programs including Remicade, Simponi, Stelara) .
- Venture investing/governance acumen (5AM Venture Management) .
- Broad board experience across large/mid‑cap biopharma (CSL, Novo Nordisk, Cabaletta, IDEAYA) .
- Medical/Scientific training: MIT (B.S./M.S.), WUSTL M.D., clinical residency/fellowships (NY Hospital; UCSF) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options/RSUs Exercisable or Settling ≤60 Days |
|---|---|---|---|
| Brian Daniels, M.D. | 0 | <1% | 0 |
- Hedging/pledging policy: Prohibits hedging transactions, publicly traded options, holding common stock in margin accounts, and pledging without Board approval and pre‑clearance .
Governance Assessment
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Strengths
- Independent, non‑executive Chair; strong separation of oversight/execution .
- Multi‑committee engagement (Compensation Chair; Audit/Nominating; Clinical Strategy; Philanthropic) supports holistic governance and strategy oversight .
- Board independence reaffirmed after review of related relationships; no director <75% attendance in 2024 .
- Clear director compensation framework with caps; equity is time‑vested options—aligns with shareholder interests without short‑term metric gaming .
-
Potential Risks/RED FLAGS to monitor
- Investor interlocks: 5AM Ventures is a significant holder and Daniels is a Partner; while independence is affirmed and voting power is disclaimed, continued oversight of related‑party transactions (e.g., SAFE participation) is prudent .
- Low personal stock ownership alignment: Daniels reports 0 shares owned and no exercisable awards within 60 days—monitor equity grants under the policy to ensure long‑term alignment builds over time .
- Concentrated ownership across multiple investor affiliates (RA Capital, GC Corp., Venrock, venBio) necessitates sustained vigilance by Audit/Nominating committees on independence and transaction reviews .
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Additional signals
- Clawback policies (plan‑level and Dodd‑Frank compliant) and insider trading restrictions are in place, enhancing governance discipline .
- Executive sessions scheduled regularly; enhances independent oversight culture .