James Healy
About James Healy
James I. Healy, MD, PhD, is an independent Class II director of BioAge Labs, Inc. (BIOA), age 60, and a long-time biotechnology investor and board member with scientific and medical training. He serves on the Compensation Committee and is Chair of the Nominating & Governance Committee; he is deemed independent under Nasdaq rules (all directors except the CEO and COO are independent) . Dr. Healy earned a BA in Molecular Biology and Scandinavian Studies from UC Berkeley and an MD/PhD in Immunology from Stanford University School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sofinnova Investments (formerly Sofinnova Ventures) | General Partner | Since Jun 2000 | Investment leadership |
| Ascendis Pharma A/S | Director | Not disclosed | Not disclosed |
| Amarin Corporation | Director | Not disclosed | Not disclosed |
| Auris Medical Holding AG | Director | Not disclosed | Not disclosed |
| Bolt Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| CinCor Pharma Inc. | Director | Not disclosed | Not disclosed |
| Coherus BioSciences, Inc. | Director | Not disclosed | Not disclosed |
| Edge Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| Hyperion Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| InterMune, Inc. | Director | Not disclosed | Not disclosed |
| Iterum Therapeutics plc | Director | Not disclosed | Not disclosed |
| Anthera Pharmaceuticals, Inc. | Director | Not disclosed | Not disclosed |
| Karuna Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| Durata Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| CoTherix, Inc. | Director | Not disclosed | Not disclosed |
| Movetis NV | Director | Not disclosed | Not disclosed |
| NuCana plc | Director | Not disclosed | Not disclosed |
| ObsEva SA | Director | Not disclosed | Not disclosed |
| National Venture Capital Association | Board member | Not disclosed | Industry advocacy |
| Biotechnology Industry Organization | Board member | Not disclosed | Industry advocacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natera, Inc. | Director | Current | Not disclosed |
| ArriVent Biopharma, Inc. | Director | Current | Not disclosed |
| Rapport Therapeutics, Inc. | Director | Current | Not disclosed |
| Y-mAbs, Inc. | Director | Current | Not disclosed |
| Several private companies | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined Dr. Healy is independent; only the CEO (Kristen Fortney) and COO (Eric Morgen) are non-independent .
- Committees: Compensation Committee member (Chair: Michael Davidson); Nominating & Governance Committee Chair (members: Healy, Davidson, Garnier, Hemrajani); Audit Committee (Hemrajani, Enright, Pande; Chair: Hemrajani) .
- Attendance: In 2024 the Board met 7 times; Audit 4; Compensation 4; Nominating & Governance did not meet. Each director attended at least 75% of Board and applicable committee meetings during their tenure .
- Leadership structure: Chair and CEO roles are separated (Chair: Jean‑Pierre Garnier; CEO: Kristen Fortney), supporting independent oversight .
- Risk oversight: Audit oversees internal controls and cybersecurity; Compensation oversees compensation risk; Nominating & Governance oversees corporate, legal, and regulatory risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned (cash) – 2024 | $14,761 | Pro-rated under new director pay policy implemented post-IPO |
| Standard annual Board retainer (policy) | $40,000 | Effective after IPO; paid quarterly in arrears |
| Committee chair/member fees (policy) | Audit Chair $15,000; Audit Member $7,500; Comp Chair $12,000; Comp Member $6,000; N&G Chair $10,000; N&G Member $5,000 | Paid quarterly in arrears; pro-rated |
Performance Compensation
| Equity Award Type | Shares | Grant/Strike | Vesting | Fair Value (2024) |
|---|---|---|---|---|
| IPO Award (options) | 15,000 | Strike $18.00 | Vests on earlier of next annual meeting or 1 year from grant; service required | $218,578 (aggregate grant date fair value) |
| Options outstanding (as of 12/31/2024) | 15,000 | Not applicable | Exercisable within 60 days of Mar 31, 2025 | — (count only) |
- Annual director awards: Policy provides 15,000-share Annual Grant options for continuing directors; initial appointment grants are 30,000 options vesting over 3 years; Dr. Pande elected to forego director compensation; IPO Award granted to non-employee directors at IPO price .
Other Directorships & Interlocks
- Large shareholder affiliation: Sofinnova Venture Partners XI, L.P. and affiliated Synergy funds beneficially own 2,304,901 shares (6.43% of BIOA); Dr. Healy is a managing member of the GPs (SM XI entities; Synergy GP) and may be deemed to share voting/investment power; he disclaims beneficial ownership except to the extent of pecuniary interest .
- Financing participation: Sofinnova purchased 7,310,796 Series D preferred shares for $24,999,998 in Feb 2024; participated in a concurrent IPO private placement ($10.6M for 588,888 shares at $18) and purchased 77,777 shares in the IPO ($1,399,986) .
- Compensation Committee interlocks: During 2024, Dr. Healy served on the Compensation Committee; none of its members were officers or employees; no cross-board compensation committee interlocks involving BIOA executives were disclosed .
Expertise & Qualifications
- Education: BA in Molecular Biology and Scandinavian Studies (UC Berkeley); MD/PhD in Immunology (Stanford University School of Medicine) .
- Industry/functional expertise: ~25 years as a venture investor and biotech board member; extensive prior board service across public and private biopharma, indicating deep capital markets and development oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James I. Healy | 2,319,901 | 6.47% | Includes 15,000 options exercisable within 60 days and shares held by Sofinnova funds per footnote; disclaimers of beneficial ownership except pecuniary interest |
- Anti-hedging: Company prohibits directors and officers from hedging BIOA stock (e.g., collars, swaps) under its Insider Trading Policy .
- Pledging: No disclosures of share pledging by Dr. Healy .
Governance Assessment
- Alignment: Dr. Healy’s significant beneficial stake tied to Sofinnova’s funds (6.47%) aligns his interests with shareholder value creation; option-based director equity adds further alignment .
- Independence and roles: Formally independent and holds key governance responsibilities as Nominating & Governance Committee Chair and Compensation Committee member—appropriate for oversight of director selection, evaluation, and pay .
- Engagement: Board and committees (other than N&G) met regularly in 2024; each director met at least the 75% attendance threshold; however, the Nominating & Governance Committee did not meet in 2024, which merits monitoring given its role in board performance and governance oversight .
- Compensation governance: Use of an independent compensation consultant (Alpine) and policies on equity grant practices and clawbacks (for officers) indicate improving governance rigor post-IPO; no committee member conflicts reported .
- Related-party exposure: Sofinnova’s roles in financing (Series D, IPO/private placement) and registration rights create potential conflicts; these are mitigated by an Audit Committee-led related-party transaction review policy and committee independence, but investors should monitor transactions involving Sofinnova entities and Dr. Healy’s dual roles .
RED FLAGS
- Nominating & Governance Committee did not meet in 2024 despite chair responsibility—could signal limited formal governance activity; watch for 2025 cadence recovery .
- Dual role as director and managing member of GPs for a 6.43% shareholder that participated in multiple financings (Series D and IPO placements)—heightened conflict risk requiring robust related-party oversight .
- Concentration of venture holders on the Board and as shareholders may influence strategic direction and capital decisions; monitor independence in committee decisions .
Notes
- Director stock ownership guidelines, say‑on‑pay results, hedging/pledging by the director, and director-specific performance metrics tied to pay were not disclosed in the proxy; BIOA, as an emerging growth company, does not require non-binding advisory votes on executive compensation .