Kristen Fortney
About Kristen Fortney
Kristen Fortney, Ph.D., age 42, is co-founder, Chief Executive Officer, President, and a director of BioAge Labs, Inc. since April 2015; she earned her Ph.D. in Medical Biophysics from the University of Toronto and completed postdoctoral training at Stanford University as an Ellison/AFAR fellow . Under her leadership in 2025, BioAge advanced BGE-102 (oral, CNS-penetrant NLRP3 inhibitor) into Phase 1 and expanded APJ agonist programs, alongside strategic collaborations with Novartis and Lilly ExploR&D, signaling platform execution and pipeline momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioAge Labs, Inc. | Co-founder; Chief Executive Officer & President; Director (Class I) | 2015–present | Led pipeline to first-in-human (BGE-102 Phase 1), expanded APJ agonists toward 2026 INDs, and established partnerships with Novartis and Lilly |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Several biotechnology companies (unnamed) | Advisor | Not disclosed | Advisory roles; specific organizations and mandates not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $493,271 | $520,994; increased to $560,000 effective 9/26/2024 |
| Target Bonus (%) | 40% of base salary | 40% of base salary |
| Actual Bonus Paid ($) | $246,635 | $208,398 |
| All Other Compensation ($) | $14,400 (401k match $13,200 + $1,200 cell) | $15,000 (401k match $13,800 + $1,200 cell) |
| Total Compensation ($) | $1,380,475 | $12,226,906 |
Performance Compensation
- Annual cash bonus framework: corporate objectives included development goals/milestones, business development activities, and budgetary goals; individual metrics not itemized; 2024 target bonus 40% and payout $208,398 .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Not disclosed | 40% of base salary | Not disclosed | $208,398 | Paid January 2025 after Board review |
- Equity awards (options) outstanding at 12/31/2024 (1/48th monthly vesting where indicated):
| Grant Date | Instrument | Exercisable Shares | Unexercisable Shares | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 4/30/2021 | Stock Option | 243,714 | — | 10.27 | 4/29/2031 | Fully vested 12/16/2024 |
| 5/29/2022 | Stock Option | 79,509 | 36,141 | 7.23 | 5/28/2027 | 1/48 monthly from 3/1/2021 |
| 3/16/2023 | Stock Option | 50,596 | 65,054 | 10.85 | 3/15/2033 | 1/48 monthly from 3/1/2022 |
| 4/17/2024 | Stock Option | 118,007 | 590,037 | 8.39 | 4/16/2034 | 1/48 monthly from 4/17/2024 |
| 9/25/2024 | Stock Option | 26,551 | 398,276 | 18.00 | 9/24/2034 | 1/48 monthly from 9/24/2024 |
| Equity Award Accounting Value | 2023 | 2024 |
|---|---|---|
| Option Awards (Grant-date fair value, ASC 718) ($) | $626,169 | $11,482,514 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 2,502,556 shares; 6.74% of outstanding (based on 35,850,037 shares) |
| Direct Shares | 1,210,056 shares |
| Options Exercisable within 60 days (incl. spouse) | 1,292,500 shares (1,236,788 held by Fortney; 55,712 by spouse) |
| Anti-hedging Policy | Officers/directors prohibited from hedging (collars, swaps, etc.) per Insider Trading Policy |
| Pledging | No pledging disclosure identified in proxy |
| Stock Ownership Guidelines | Not disclosed |
Employment Terms
| Provision | Outside Change-in-Control | Within Change-in-Control Window (3 months pre to 12 months post) |
|---|---|---|
| Severance (Cash) | CEO: 12 months base salary lump sum | CEO: 18 months base salary + 1.5× target bonus (lump sums) |
| COBRA | CEO: Company-paid premiums up to 12 months (earlier of new coverage or COBRA expiry) | CEO: Company-paid premiums up to 18 months (earlier of new coverage or COBRA expiry) |
| Equity Treatment | Not specified outside CIC for time-based awards | Automatic full vesting of time-based awards upon qualifying termination; performance awards per applicable agreement |
| Triggers | Without “cause” or for “good reason” (defined) | Same; during CIC window and following definitive agreement |
| Clawback Policy | SEC Rule 10D-1 compliant recovery of incentive compensation upon restatement (3-year lookback) |
Board Governance
- Role and independence: Fortney is CEO, President, and Class I director; Board determined she is not independent (along with Eric Morgen). Audit, Compensation, and Nominating/Governance committees are composed of independent directors; Fortney is not listed as a member of any committee .
- Board leadership: Chair is Jean‑Pierre Garnier, Ph.D.; CEO and Chair roles are separated, with lead independent director framework in Corporate Governance Guidelines if needed .
- Meeting attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings .
- 2025 election: Fortney re-elected as Class I director on June 5, 2025 (Votes For: 17,302,916; Withheld: 2,080,603; Broker Non-Votes: 6,051,187) .
- Director compensation: Employee directors (e.g., Fortney) receive no separate director compensation; non-employee director cash/equity schedule disclosed separately .
Compensation Committee Analysis
- Composition: Compensation Committee comprises Michael Davidson, M.D. (Chair), Jean‑Pierre Garnier, Ph.D., and James Healy, M.D., Ph.D.; all meet independence requirements .
- Consultant: Alpine Rewards LLC engaged to develop peer group composition, benchmarking, and trends; total 2024 fees $125,000; no conflicts identified .
- Equity grant practices: No timing of grants around material nonpublic information in 2024; awards aligned with annual cycle and policy .
Equity Grants and Vesting Schedules (Detail)
- 2024 grants to Fortney vest monthly (1/48th) from grant dates (April 17, 2024 and September 24, 2024), with exercise prices $8.39 and $18.00 respectively; prior grants vest monthly from earlier vesting commencement dates as detailed above .
Director Service and Committees (Board Service History)
- Fortney has served on BioAge’s Board since inception in April 2015; currently Class I director. Committee memberships are limited to independent directors; Fortney does not serve on Audit, Compensation, or Nominating/Governance committees, supporting independent oversight over compensation and financial reporting .
Performance & Track Record (Operating Execution)
- 2025 milestones under Fortney’s leadership: First participant dosed in BGE‑102 Phase 1; initial SAD data targeted by year-end; APJ agonist programs targeted for 2026 IND submissions; collaborations with Novartis and Lilly ExploR&D progressing .
Investment Implications
- Pay-for-performance and retention: Cash compensation is modest relative to equity-heavy mix (2024 option award accounting value $11.48M), with multi-year monthly vesting that can create steady Form 4 flow yet aligns long-term incentives; anti-hedging policy bolsters alignment .
- Change-of-control protection: Double-trigger CIC economics (18 months salary + 1.5× target bonus and full vesting of time-based awards) are competitive but shareholder-friendly relative to single-trigger acceleration; clawback policy provides additional governance guardrails .
- Governance: Separation of Chair/CEO and independent committees mitigate dual-role concerns; Fortney’s non-independence as CEO is standard, with committees retaining independent control over audits and compensation .
- Ownership alignment: Significant beneficial ownership (6.74%) and large tranche of near-term exercisable options support skin-in-the-game; no pledging disclosures identified, reducing alignment risks .