Rekha Hemrajani
About Rekha Hemrajani
Rekha Hemrajani, age 55, has served on BioAge Labs’ Board since August 2021 and is an independent director designated as the Audit Committee Chair and an audit committee financial expert under Item 407(d)(5)(ii) of Regulation S‑K . She holds a B.S. in Economics and Computer Science from the University of Michigan and an MBA from Northwestern University’s Kellogg School of Management, bringing extensive CFO/COO experience in biotech to BioAge’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jiya Acquisition Corporation (SPAC) | CEO & Director | Aug 2020 – Nov 2022 | Led SPAC strategy and governance during lifecycle |
| Aravive, Inc. | President & CEO & Director | Jan 2020 – Apr 2020 | Short transition leadership; clinical-stage focus |
| Arcus Biosciences, Inc. | COO & CFO | Mar 2019 – Sep 2019 | Finance and operations leadership in biotech |
| FLX Bio (now RAPT Therapeutics) | COO | Mar 2016 – Mar 2019 | Built operational capabilities pre/post transition |
| 3‑V Biosciences (now Sagimet Biosciences) | CFO & SVP, Business & Financial Ops | Mar 2015 – Mar 2016 | Corporate finance and BD |
| Ravinia Consulting | Founder | Oct 2013 – Mar 2015 | Advised private companies on corp dev/financing |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| ALX Oncology Holdings Inc. | Director | Since May 2020 | Current public-company directorship |
| Adverum Biotechnologies, Inc. | Director | May 2019 – May 2021 | Prior public-company board service |
Board Governance
- Independence: The Board determined all directors except the CEO (Fortney) and COO (Morgen) are independent; Hemrajani is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee Chair (members: Hemrajani, Enright, Pande); Nominating & Governance Committee member (Chair: Healy; members include Davidson, Garnier, Hemrajani); she is not on the Compensation Committee .
- Financial expert: The Board designated Hemrajani as an audit committee financial expert .
- Attendance: In 2024 the Board met 7 times; Audit 4; Compensation 4; Nominating & Governance did not meet. Each director attended at least 75% of aggregate Board and relevant committee meetings during their tenure .
- Audit oversight: As Audit Chair, Hemrajani signed the Audit Committee report recommending inclusion of audited FY2024 financial statements and affirming KPMG’s independence communications .
- Anti‑hedging: Directors are prohibited from hedging company stock under the Insider Trading Policy .
- Clawback: Compensation Recovery Policy applies to Section 16 officers (executives), not directors .
Fixed Compensation
| Component | Policy Amount ($) | 2024 Actual Cash to Hemrajani ($) |
|---|---|---|
| Annual Board retainer | 40,000 | 45,272 (fees earned/paid in cash) |
| Audit Committee Chair fee | 15,000 | Included in total fees |
| Nominating & Governance Committee member fee | 5,000 | Included in total fees |
Notes:
- New non‑employee director compensation policy effective post‑IPO; cash paid quarterly and prorated for partial service .
- 2024 committee activity included no Nominating & Governance meetings (may affect pro‑rata accruals) .
Performance Compensation
| Equity Component | Grant Mechanics | Vesting | 2024 Accounting Fair Value ($) |
|---|---|---|---|
| Initial director option grant | 30,000 options upon initial appointment | 3 equal annual installments; fully vested at 3 years, service‑based | Included in total option fair value |
| Annual director option grant | 15,000 options at each annual meeting (eligibility rules apply) | Vests by next annual meeting or 1‑year anniversary, service‑based | Included in total option fair value |
| IPO Award | 15,000 options at IPO price (applicable to non‑employee directors, excluding Pande) | Vests by next annual meeting or 1‑year anniversary, service‑based | Included in total option fair value |
| 2024 option awards (aggregate) | Company option awards under 2015/2024 plans | Time‑based vesting; no performance metrics disclosed for directors | 419,697 (Hemrajani) |
- No RSUs/PSUs or director performance metrics disclosed; director equity is option‑based and service‑vested .
- Outstanding director stock options as of 12/31/2024: Hemrajani 43,497 options .
Other Directorships & Interlocks
- Current: ALX Oncology Holdings Inc., Director (since May 2020) .
- Prior: Adverum Biotechnologies, Director (May 2019–May 2021) .
- Familial relationships: None among directors/executives .
- Board‑level interlocks context: Several BioAge directors are affiliated with funds holding >5% (Andreessen Horowitz, Sofinnova, Longitude, Cormorant), with related rights and IPO/financing participation overseen under the Related Person Transactions Policy and Audit Committee pre‑approval; no specific conflict disclosures tied to Hemrajani personally .
Expertise & Qualifications
- Technical/functional: Extensive executive finance and operations experience across multiple biotech companies (CFO/COO/CEO roles) .
- Governance: Audit Committee financial expert; Audit Chair; active in nomination/governance oversight .
- Education: B.S. Economics & Computer Science (University of Michigan); MBA (Northwestern Kellogg) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Rekha Hemrajani | 63,462 | <1% (*) | 3,000 shares held directly; 60,462 options exercisable within 60 days of Mar 31, 2025 |
Additional signals:
- Form 4 timing: A Form 4 for Hemrajani was filed March 10, 2025 reporting a purchase of common stock on Sept 27, 2024 (late filing noted) .
- Anti‑hedging: Policy prohibits director hedging transactions .
- No pledging disclosed: No pledging of shares appears in proxy disclosures .
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; signed Audit Committee report affirming auditor oversight; anti‑hedging policy; robust related‑party pre‑approval and disclosure framework .
- Alignment: Holds direct shares and exercisable options; purchased stock at IPO timing, indicating personal capital at risk .
- Compensation structure: Director pay leans toward equity options with service‑based vesting; cash components are modest and tied to committee roles, supporting long‑term alignment without metric gaming risk .
- Attendance/engagement: At least 75% attendance amid 7 Board and 4 Audit meetings; Nominating & Governance Committee did not meet in 2024, which warrants monitoring for governance process cadence .
- Potential watch‑items/RED FLAGS: Late Form 4 filing (administrative compliance issue); broader board has venture‑fund interlocks with financing/registration rights—no direct conflicts disclosed for Hemrajani, but continued vigilance on related‑party review is prudent under Audit Committee remit .
- Context: As an emerging growth/smaller reporting company, BioAge is not required to hold say‑on‑pay votes, reducing external feedback channels on pay; however, director compensation transparency is provided, and the Compensation Committee uses an independent consultant (Alpine) for benchmarking (executive focus) .
(*) Represents beneficial ownership of less than 1% as disclosed.