Ali Behbahani
About Ali Behbahani
Independent director since December 2018; age 48 as of March 31, 2025; Partner and Co‑Head of Healthcare at New Enterprise Associates (NEA). MD (University of Pennsylvania), MBA (Wharton, Palmer Scholar), BS in Biomedical Engineering, Electrical Engineering & Chemistry (Duke). Tenure on BDTX board: 2018–present; nominated and re‑elected as a Class II director in June 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Partner; Co‑Head of Healthcare | 2007–present | Life sciences investor and board member across multiple biopharmas |
| The Medicines Company | Consultant, Business Development | Prior to 2007 | Acute care cardiovascular products exposure |
| Morgan Stanley | Venture Associate | Prior to 2007 | Healthcare investing exposure |
| Lehman Brothers | Healthcare Investment Banking Analyst | 1998–2000 | Capital markets/IB experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Adaptimmune Therapeutics plc | Director | Since Sep 2014 | Ongoing public company board role |
| NKarta, Inc. | Director; Chairman | Since Aug 2015; Chair since Aug 2019 | Cell therapy board leadership |
| CRISPR Therapeutics AG | Director | Since Apr 2015 | CRISPR CEO Samarth Kulkarni also sits on BDTX board (interlock across boards) |
| Monte Rosa Therapeutics, Inc. | Director | Since Apr 2020 | Targeted protein degradation |
| Arcellx, Inc. | Director | Since Feb 2015 | Oncology biotech |
| Korro Bio, Inc. | Director | Since Aug 2019 | RNA editing |
| CVRx, Inc. | Former Director | Jul 2013–Sep 2024 | Concluded in 2024 |
| Minerva Surgical Inc. | Former Director | May 2011–Jan 2024 | Concluded in 2024 |
| Oyster Point Pharma, Inc. | Former Director; Chairman (Oct 2020–Jul 2021) | Jul 2017–Jan 2023 | Concluded in 2023 |
| Genocea Biosciences, Inc. | Former Director | Feb 2018–May 2022 | Concluded in 2022 |
Board Governance
- Classification: Class II director; re‑elected June 12, 2025 (term ends 2028)
- Independence: Board determined all directors except CEO are independent; includes Behbahani
- Committee assignments: Compensation Committee Chair; member, Audit Committee
- Committee activity in FY 2024: Compensation (4 meetings), Audit (3), Nominating & Corporate Governance (3)
- Board meetings in FY 2024: Six; each incumbent director attended ≥75% of aggregate board/committee meetings
- Lead Independent Director: Samarth Kulkarni (not Behbahani)
Elections signal (2025 Annual Meeting vote results):
| Class II Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Ali Behbahani | 14,529,061 | 19,960,856 | 8,498,664 |
| Garry E. Menzel | 33,533,241 | 956,676 | 8,498,664 |
| Samarth Kulkarni | 14,217,936 | 20,271,981 | 8,498,664 |
- Implication: Behbahani (and Kulkarni) received a high “withheld” vote compared to Menzel—an investor confidence signal to monitor (potential concerns about interlocks/tenure/time commitments).
Fixed Compensation
Program (amended March 2024) :
| Component | Annual Amount |
|---|---|
| Board retainer | $40,000 |
| Compensation Committee chair | $10,000 |
| Audit Committee member | $7,500 |
| Lead independent director (if applicable) | $25,000 |
| Audit chair (not applicable to Behbahani) | $15,000 |
| Nominating & Governance member/chair (not applicable to Behbahani) | $4,000 / $8,000 |
Behbahani 2024 actual director pay:
| Year | Cash Fees | Option Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $57,500 (elected to take in unrestricted shares) | $102,347 | $159,847 |
- Alignment features: Non‑employee directors can elect to receive cash retainers in unrestricted shares .
Performance Compensation
- Director equity structure: New director option (61,100 shares; vests ratably over 36 months); annual option (30,550 shares; vests in full by next annual meeting or first anniversary) .
- Behbahani outstanding options at 12/31/2024: 77,050 shares .
| Equity Element | Grant Size | Vesting | Notes |
|---|---|---|---|
| Annual non‑employee director option | 30,550 shares | 100% by next annual meeting or 1‑yr anniversary | Time‑based; aligns tenure with equity accrual |
| New director option | 61,100 shares | 36 equal monthly installments | Applies only at initial appointment |
| Behbahani options outstanding (12/31/2024) | 77,050 shares | As granted per program | No performance metrics disclosed |
Note: No director performance metrics (TSR/EBITDA/ESG) tied to director pay are disclosed; options are time‑based .
Other Directorships & Interlocks
| Dimension | Details |
|---|---|
| Significant shareholder affiliation | NEA entities beneficially own 4,448,757 shares (7.85%); Behbahani is among individual managers of NEA’s GP entities; managers disclaim beneficial ownership except for pecuniary interest . |
| Related party transactions | NEA purchased 1,000,000 shares in July 2023 offering ($5,000,000) . |
| Cross‑board interlock | CRISPR Therapeutics: Behbahani director; Kulkarni (BDTX Lead Independent Director) is CRISPR CEO/Chair—potential information flow interlock . |
Expertise & Qualifications
- Life sciences investing; multiple public biotech boards; capital markets background (Morgan Stanley, Lehman) .
- Clinical/technical literacy via MD; strategy/finance via Wharton MBA .
- Qualifies for compensation committee leadership; board cites his investment experience and service across biopharmas .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Ali Behbahani | 148,030 | <1% | 70,980 shares held directly ; 77,050 shares via options exercisable within 60 days |
Policy constraints:
- Company policy prohibits short sales, derivatives, and hedging of company stock; pledging/margin is prohibited for insiders (directors included) .
Governance Assessment
- Committee leadership and independence: Behbahani chairs Compensation and serves on Audit; board deems him independent; use of independent comp consultant (Aon/Radford) with no conflicts reported—supports governance quality .
- Attendance and engagement: Board met 6 times in FY 2024; all incumbents met ≥75% attendance; compensation committee met 4 times—adequate engagement cadence .
- Ownership alignment: Ability to take cash fees in unrestricted shares; sub‑1% personal stake; meaningful NEA stake creates alignment and potential influence dynamics .
- Investor sentiment signal: 2025 election shows unusually high “withheld” votes against Behbahani (and Kulkarni) versus strong support for Menzel—monitor for shareholder concerns tied to interlocks, time commitments, or investor preferences .
- Related party exposure: NEA is a >5% shareholder; Behbahani’s managerial role at NEA GP entities and NEA’s 2023 participation in offering are disclosed and overseen under related‑party policies; audit committee reviews related transactions .
- Compliance note: One late Form 4 filing in 2024 due to inadvertent administrative oversight—minor but noted .
Red flags to monitor
- High withheld votes in 2025 director election—potential investor dissatisfaction or governance concerns .
- Significant external board load and NEA affiliation—ensure continued independence and adequate time commitment .
- Interlocks with CRISPR via Kulkarni—assess information flow and any competitive conflicts as BDTX advances oncology programs .
Director Compensation Program Reference
| Cap | Detail |
|---|---|
| First calendar year as director | $1,000,000 cap (cash + equity grant‑date value) |
| Other calendar years | $750,000 cap (cash + equity grant‑date value) |
Say‑On‑Pay & Shareholder Feedback
- As an emerging growth company, BDTX is not required to conduct advisory say‑on‑pay votes; scaled disclosure applies .
Insider Trades and Policies
- 10b5‑1 plans permitted under Company policy; compensation recovery (clawback) policy adopted in line with SEC/Nasdaq rules .