Michael Davidson
About Michael Davidson, M.D.
Independent Class III director at BioAge Labs, Inc. (BIOA); age 68; joined the Board in March 2024. Board-certified in internal medicine, cardiology, and clinical lipidology; former President of the National Lipid Association (2010–2011). Education: B.A. and M.S. from Northwestern University; M.D. from The Ohio State University School of Medicine. Serves as Chair of the Compensation Committee and member of the Nominating & Governance Committee; the Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corvidia Therapeutics, Inc. | Founder & CEO (Jan 2016–Apr 2018); Chief Science/Medical Officer (Apr 2018–Jul 2020) | 2016–2020 | Led company to acquisition by Novo Nordisk (Jul 2020), reflecting successful program execution . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NewAmsterdam Pharma Company N.V. | Chief Executive Officer and Executive Director | Since Aug 2020 | Public pharmaceutical company leadership role . |
| Tenax Therapeutics, Inc. | Director | Since Apr 2021 | Public biopharmaceutical company board . |
| Silence Therapeutics plc | Director | Since Jan 2022 | Public biopharmaceutical company board . |
| SonoThera, Inc. | Private company board | Current | Private biotechnology company board . |
| NanoPhoria Bioscience | Private company board | Current | Private biotechnology company board . |
Board Governance
- Independence: The Board determined all directors other than CEO Kristen Fortney and COO Eric Morgen are independent; Davidson is independent .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Attendance: In 2024, Board met 7 times; Compensation Committee met 4 times; Nominating & Governance Committee did not meet; each director attended at least 75% of aggregate Board and committee meetings during their tenure .
- Executive sessions: Independent directors meet separately without management on a regular basis .
- Governance policies: Corporate Governance Guidelines and Code of Conduct posted; insider trading policy prohibits hedging by directors and officers .
- Clawback: SEC-compliant Compensation Recovery Policy adopted on Sep 9, 2024 (applies to Section 16 officers; not directors) .
Fixed Compensation
| Component | Structure | 2024 Amount (Davidson) |
|---|---|---|
| Annual Board retainer (cash) | $40,000, paid quarterly in arrears (pro-rated for partial service) | $35,140 cash fees reported for 2024 (reflecting partial-year service starting Apr 9, 2024) . |
| Committee fees | Compensation Chair: $12,000; Nominating & Governance Member: $5,000 (paid quarterly, pro-rated) | Included in 2024 fees above . |
Performance Compensation
| Equity Element | Terms | Davidson 2024 Grants/Status |
|---|---|---|
| Initial Grant | Option to purchase 30,000 shares upon initial appointment; vests in 3 equal annual installments, subject to continued service | Granted per policy upon joining (Apr 9, 2024); aggregate 2024 option grant date fair value $457,260; total outstanding options 48,986 at year-end . |
| Annual Grant | Option to purchase 15,000 shares at each annual meeting; vests at next annual meeting or 1-year anniversary; first-year appointees after Jan 1 are not eligible that year | Eligibility governed by policy; 2024 option award fair value included above . |
| IPO Award | Option to purchase 15,000 shares at IPO public offering price ($18.00); vests at next annual meeting or 1-year anniversary; granted to all then-serving non-employee directors except Dr. Pande | Applicable policy for then-serving directors in Sept 2024; Davidson’s outstanding options reflect aggregate awards . |
Notes:
- 2024 non-employee director compensation (option awards) is reported at grant-date fair value under ASC 718; economic value realized may differ .
- Compensation Committee retains independent consultant (Alpine Rewards LLC); no conflicts found; $125,000 total fees in 2024 .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| NewAmsterdam Pharma, Tenax Therapeutics, Silence Therapeutics | Public biopharma | No related-party transactions disclosed with BIOA; Audit Committee reviews any related-person transactions; policy requires approval and arm’s-length terms . |
Expertise & Qualifications
- Clinical expertise: Board-certified internal medicine, cardiology, clinical lipidology; ex-President, National Lipid Association (2010–2011) .
- Operating track record: Founder/CEO and later medical leader at Corvidia through acquisition by Novo Nordisk, demonstrating late-stage development and transaction experience .
- Education: Northwestern (B.A., M.S.); Ohio State (M.D.) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 28,216 shares (via options exercisable within 60 days of Mar 31, 2025); <1% of shares outstanding . |
| Options outstanding (12/31/2024) | 48,986 options . |
| Anti-hedging | Company policy prohibits hedging transactions by directors and officers . |
Governance Assessment
- Strengths: Davidson’s independence and chair role on Compensation Committee, combined with deep therapeutic and operating experience, support board effectiveness. Use of an independent compensation consultant with no conflicts is a positive signal .
- Risks/Red Flags: The Nominating & Governance Committee did not meet in 2024, which may indicate limited formal oversight on board evaluation and ESG/governance matters; Davidson is a member of this committee . Director equity is option-heavy; while it aligns long-term incentives, time-based vesting and lack of disclosed performance metrics for director equity reduce pay-for-performance rigor .
- Conflicts/Related Party: No Davidson-specific related-party transactions disclosed; Audit Committee oversees related-person approvals per policy .
- Attendance/Engagement: Each director met at least 75% attendance in 2024; Davidson’s tenure began Apr 2024; independent directors hold regular executive sessions, supporting independent oversight .
Additional Context:
- As an Emerging Growth Company and Smaller Reporting Company, BIOA is not required to hold Say-on-Pay votes, limiting shareholder feedback channels on compensation .
- Director compensation policy details and vesting schedules are transparent; equity awards are granted on regular cycles and not timed around MNPI releases per stated policy .