Aaron Kantoff
About Aaron Kantoff
Aaron Kantoff, 39, has served as an independent director of Avalo Therapeutics (AVTX) since March 2024, and is currently Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee . He is co-founder and managing partner of Scion Life Sciences, affiliated with Petrichor Healthcare Capital Management LP, and holds a B.S. in finance and international business from NYU Stern . The Board has affirmatively determined Mr. Kantoff is independent under Nasdaq Rule 5605 and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Tree Partners (ATP) | Partner | Aug 2011 – Apr 2019 | Board member at Syntimmune (acquired by Alexion), Corvidia (acquired by Novo Nordisk), Akero Therapeutics; additional private/public biotech boards . |
| Medicxi Ventures (UK) LLP | Venture Partner | Prior to 2021; on Centessa board Jan 2021 – Jul 2022 | Served on Centessa Pharmaceuticals plc board . |
| RayzeBio, Inc. (Nasdaq: RYZB) | Co‑founder; Director | Apr 2020 – Sep 2023 | Board director during company growth phase . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scion Life Sciences (affiliated with Petrichor) | Co‑founder; Managing Partner | Current | Venture investor, life sciences focus . |
| Tourmaline Bio, Inc. (Nasdaq: TRML) | Director | Since Apr 2022 | Autoimmune disease biotech . |
| Centessa Pharmaceuticals plc (Nasdaq: CNTA) | Director | Jan 2021 – Jul 2022 | Board service via Medicxi role . |
Board Governance
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee (appointed Apr 25, 2024). Committee independence affirmed by the Board under Nasdaq rules .
- Committee Activity: Compensation Committee met 4 times in 2024; Nominating & Corporate Governance met 2 times in 2024 .
- Independence: Board determined Mr. Kantoff is independent; reviewed ordinary‑course relationships/financings involving director‑affiliated entities and found no disqualifying relationships .
- Attendance: The Board met 12 times in 2024; all directors attended at least 75% of Board/committee meetings for their service periods; all directors then in office attended the 2024 Annual Meeting .
- Appointment Rights: Pursuant to March 2024 financing terms, the holder of Series D preferred stock had the right to designate one director; Aaron Kantoff was appointed by the Series D holder .
- Executive Sessions: Independent directors meet in executive session at least twice yearly; Chairman may call additional sessions .
Fixed Compensation
| Component | Policy / Actual | Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | Policy effective Jul 1, 2024 | $40,000 | Paid quarterly; no meeting fees . |
| Compensation Committee Chair fee | Policy effective Jul 1, 2024 | $13,000 | Committee chair . |
| Nominating & Corporate Governance member fee | Policy effective Jul 1, 2024 | $5,000 | Committee member . |
| 2024 cash fees earned (actual) | 2024 compensation | $41,896 | Reflects partial‑year service/roles in 2024 . |
| Cash‑to‑Option election | Policy | Allowed in 5% increments; options valued to cash “fair value,” 10‑year term, strike at last sale price, granted on payment date . |
Performance Compensation
| Equity Element | 2024 Grant Value | Outstanding at 12/31/2024 | Vesting / Terms |
|---|---|---|---|
| Stock options | $205,365 | 24,600 options | 2024 annual meeting awards totaled 34,100 shares per director split between options/RSUs; vest in three equal annual installments on Mar 28, 2025, 2026, 2027; standard 10‑year term, priced at last sale . |
| Restricted stock units (RSUs) | $93,860 | 9,500 RSUs | Same three‑year installment vesting (Mar 28, 2025/26/27) for 2024 annual grants . |
- No performance‑based metrics disclosed for non‑employee director equity (no PSUs or objective performance criteria); grants are time‑based vesting aligned with service continuity .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Interlock/Conflict Considerations |
|---|---|---|
| Series D preferred stockholder | Designation right | Mr. Kantoff was designated to the Board by the Series D holder in Mar 2024; Board reviewed related transactions involving director‑affiliated entities and still affirmed independence; monitor alignment with preferred holders . |
| Scion Life Sciences / Petrichor affiliation | Investment affiliation | Potential alignment with investor interests; Board’s independence review considered financing participation and found no material disqualifying relationships . |
Expertise & Qualifications
- Venture capital and life sciences investor/operator with extensive board experience across public and private biotechs (ATP, Medicxi, RayzeBio, Centessa, Tourmaline, Akero, Syntimmune, Corvidia) .
- Finance and international business training (NYU Stern) supporting Compensation Committee leadership and governance oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Aaron Kantoff | 11,367 | <1% (asterisked in proxy) | 10,827,620 shares outstanding as of Apr 22, 2025 |
- Awards outstanding at 12/31/2024: 24,600 options; 9,500 RSUs (counts as of year‑end per director compensation table) .
- Insider Trading Policy strongly discourages hedging, short sales, and transactions in derivatives on company stock, promoting alignment with stockholders .
Governance Assessment
- Strengths: Independent director leading Compensation Committee; governance‑aligned stance with executive sessions and active committees; attendance at or above minimum thresholds; equity‑heavy director pay promotes alignment; formal related‑party transaction policy with Audit Committee oversight .
- Watch items / potential conflicts: Designation by Series D preferred holder combined with investor‑affiliated background could create perceived influence by financing parties; Board has reviewed financing participation and affirmed independence, but continued monitoring of transactions with investor‑affiliated entities is prudent .
- Compensation mix: 2024 compensation is predominantly equity (options + RSUs), with time‑based vesting; no director performance metrics disclosed—appropriate for non‑employee directors but limits explicit pay‑for‑performance linkage .
- Board effectiveness signals: Clear committee charters and meeting cadence; Compensation Committee chaired by an experienced life sciences investor, which can aid in balancing retention/market competitiveness with shareholder alignment .
RED FLAGS: None explicitly disclosed regarding legal proceedings, SEC investigations, related‑party transactions involving Mr. Kantoff, or stock pledging; continue to monitor financing transactions and any future changes to director designation rights by preferred holders .