Dov Goldstein
About Dov Goldstein
Dov A. Goldstein, M.D., M.B.A., age 57, is Chief Financial Officer of BioAge Labs (BIOA) and has served in the role since November 2021; he holds a B.S. from Stanford University, an M.B.A. from Columbia Business School, and an M.D. from Yale School of Medicine . Company operating performance in FY2024 featured R&D expense of $59.0M, G&A of $19.2M, and a net loss of $71.1M, with cash and cash equivalents of $354.3M at year-end; management guided that cash runway extends through 2029 . Strategically, the company discontinued APJ agonist azelaprag following transaminitis observations, advanced BGE-102 (oral, brain‑penetrant NLRP3 inhibitor) with initial Phase 1 data expected 2H25, and announced discovery collaborations with Novartis and Lilly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indapta Therapeutics | Chief Financial Officer & Chief Business Officer | Aug 2020 – Nov 2021 | Finance and BD leadership at cell therapy biotech prior to joining BioAge |
| RIGImmune Inc. | Chief Executive Officer | Nov 2019 – Jul 2020 | Led early-stage antiviral biotech |
| Schrödinger, LLC | Chief Financial Officer | Prior to Nov 2019 (years not disclosed) | CFO role at computational chemistry/biotech platform company |
| Aisling Capital | Leadership roles, Managing Partner (2014–2019) | Sep 2006 – Nov 2019 | Healthcare investing leadership; board experience across multiple biopharma companies |
| Loxo Oncology, Inc. | Chief Financial Officer | Jul 2014 – Apr 2015 | Public-company CFO during growth phase pre-acquisition by Lilly (deal not cited in filing) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coya Therapeutics | Director | Current | Public company board service |
| Gain Therapeutics | Director | Current | Public company board service |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | Not disclosed | Goldstein was not a named executive officer (NEO) in the 2024 proxy; only CEO/COO/CMO cash comp disclosed . |
| Target Bonus % | Not disclosed | NEO targets were 40% (CEO) and 35% (COO/CMO); CFO target not provided . |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting/Payment Timing | Notes |
|---|---|---|---|---|---|
| Annual cash bonus (CFO) | Not disclosed | Not disclosed | Not disclosed | Typically paid by Mar 15 following performance year | Corporate 2024 bonus metrics included development goals, BD activities, and budgetary goals; NEOs’ targets 35–40%, CFO target not disclosed . |
| Clawback (Compensation Recovery Policy) | N/A | N/A | N/A | 3-year lookback following any accounting restatement | Applies to current/former Section 16 officers (includes CFO) under SEC Rule 10D‑1 . |
| Anti-hedging | N/A | N/A | N/A | Ongoing | Hedging transactions prohibited for officers/directors; policy filed with 10‑K . |
Equity Ownership & Alignment
- Section 16 initial statement (as of 09/25/2024): 22,408 common shares held directly; options for 128,331 shares at $10.27 (exp. 12/15/2031) and 119,587 shares at $8.39 (exp. 04/16/2034) .
- Early exercise feature applies to the 2024 option award; anti-hedging policy in place; no pledging policy disclosure found in the cited proxy sections .
| Category | Detail | As of | Source |
|---|---|---|---|
| Common shares owned (direct) | 22,408 | 09/25/2024 | |
| Options outstanding | 128,331 @ $10.27 (exp. 12/15/2031); 119,587 @ $8.39 (exp. 04/16/2034) | 09/25/2024 | |
| Vested vs unvested (schedule) | See vesting table below | 09/25/2024 | |
| Ownership as % outstanding | Not disclosed (Form 3 doesn’t state %) | 09/25/2024 | |
| Hedging/Pledging | Hedging prohibited; no pledging disclosure in cited sections | Policy date not specified |
Detailed Option Vesting Schedules
| Grant (Type) | Shares | Exercise Price | Grant/First Vest | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Option (2011 Plan grant date not stated in Form 3) | 128,331 | $10.27 | 11/15/2022 (25% cliff) | 25% on 11/15/2022; remaining 75% in 1/48 monthly installments thereafter, subject to continuous service | 12/15/2031 |
| Stock Option (2024 grant) | 119,587 | $8.39 | 05/17/2024 (first monthly tranche) | 1/48 monthly from 05/17/2024; early exercise permitted; subject to continuous service | 04/16/2034 |
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment status | CFO since Nov 2021 | Tenure indicates continuity through IPO and 2024–2025 filings . |
| Severance/Change in Control (CIC) | Company Severance Plan covers “certain officers, including our named executive officers.” CEO: 12 mo salary (no CIC) and 18 mo salary + 1.5x target bonus + 18 mo COBRA + double‑trigger equity acceleration upon qualifying CIC termination; COO/CMO: 9 mo salary (no CIC) and 12 mo salary + 1x target bonus + 12 mo COBRA + double‑trigger equity acceleration upon qualifying CIC termination . | CFO participation in the Severance Plan is not explicitly stated in the proxy; only NEO participation is expressly disclosed . |
| Clawback | Mandatory recovery for Section 16 officers upon restatement (3-year lookback; excess incentive-based comp) | CFO is a Section 16 officer; covered by policy adopted 09/09/2024 . |
| Insider Trading Policy | Prohibits trading on MNPI and hedging; applies to officers/directors | Policy filed as exhibit to 10‑K; no pledging disclosure cited in proxy excerpt . |
| Say‑on‑Pay | Not required | BIOA is an EGC and Smaller Reporting Company; reduced comp disclosures and no SOP vote . |
Performance & Track Record
- Operated as CFO through IPO and ongoing filings; signed 8‑K earnings releases and periodic reports in 2024–2025 (demonstrating oversight of controls and disclosures) .
- 2024 program decisions included discontinuing azelaprag Phase 2 due to liver transaminitis observations and pivoting to next‑gen APJ agonists and BGE‑102; collaborations with Novartis (up to $20M upfront/research funding and up to $530M in milestones) and Lilly ExploR&D broaden discovery modalities .
- Financial stewardship in 2024 maintained a substantial cash balance post‑IPO/financing, with runway through 2029 under current plan .
Board Governance (not a director)
- Goldstein is not a director of BIOA; board committee structures and independence are described separately in the proxy .
Insider Trading/Forms
- Initial Form 3 filed 09/25/2024 disclosed direct holdings and option awards/vesting; no Form 4 transactions for Goldstein were identified in the cited filings corpus through 11/18/2025; the proxy notes timely Section 16 compliance exceptions for others, not including Goldstein .
Related Party Transactions
- No related party transactions involving Goldstein are disclosed in the cited sections; the proxy describes employment of the COO’s spouse and other investor transactions, but none attributable to Goldstein .
Compensation Committee/Benchmarking Context
- Compensation Committee composed of independent directors; Alpine Rewards LLC engaged for peer group development, executive benchmarking, and trends in 2024; aggregate fees $125,000 .
Investment Implications
- Alignment: Goldstein’s equity consists of time‑vested, long‑dated options with monthly vesting and an early‑exercise feature on the 2024 grant, aligning retention with long‑term value creation; no hedging permitted under policy; pledging policy not disclosed in the cited sections .
- Retention/CIC risk: While NEO severance/CIC terms are clear and double‑triggered, CFO participation isn’t explicitly stated in the proxy; absence of a disclosed CFO‑specific agreement adds uncertainty on separation economics versus peers .
- Execution credibility: CFO’s continuous certifications/signatures and 2024–2025 financing and partnership updates underpin governance and liquidity; cash runway to 2029 reduces near‑term financing pressure and potential insider selling pressure linked to liquidity events .
- Program risk: Strategic pivot away from azelaprag and toward NLRP3 and next‑gen APJ assets concentrates value on upcoming BGE‑102 clinical readouts; compensation outcomes tied to corporate development/budgetary goals suggest variable pay sensitivity to pipeline milestones .
Note: Where CFO-specific compensation targets/amounts were not disclosed in the proxy, items are marked “Not disclosed.” Goldstein was not an NEO in the 2024 proxy; therefore, detailed cash/equity grant values and bonus outcomes for the CFO were not provided in that filing **[1709941_0000950170-25-055371_2025_bioa_proxy_statemen.htm:30]** **[1709941_0000950170-25-055371_2025_bioa_proxy_statemen.htm:31]**.