Vijay Pande

About Vijay Pande

Vijay Pande, Ph.D., age 54, has served as a Class I independent director of BioAge Labs, Inc. (BIOA) since June 2017; he is currently up for re‑election with a term extending to 2028 if approved . He is a General Partner at Andreessen Horowitz (a16z), serving in roles since September 2014 and as GP since September 2015; previously he was Henry Dreyfus Professor at Stanford (1999–2015) and Director of Stanford’s Program in Biophysics (2008–2015) . Pande holds a B.S. in Physics from Princeton and a Ph.D. in Physics from MIT, and brings extensive scientific and operational expertise to BIOA’s board .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class I director; nominated in 2025 for a three‑year term to 2028; plurality vote standard at the annual meeting .
• Independence: Board determined Pande (and all non‑management directors) are independent under Nasdaq/SEC rules; Audit members meet Rule 10A‑3 independence .
• Committees (current): Audit Committee member (Hemrajani—Chair; members Enright, Pande); all financially literate . Compensation Committee (Davidson—Chair; Garnier; Healy); Nominating & Governance Committee (Healy—Chair; Davidson; Garnier; Hemrajani) .
• Committees (prior year): Served on Compensation Committee during 2024 (with Coloma, Garnier, Healy, Davidson) .
• Attendance: In 2024, the Board held 7 meetings; Audit 4; Compensation 4; NomGov did not meet; each director attended at least 75% of applicable meetings .
• Governance processes: Audit Committee oversees internal control, compliance, related‑person transactions, and cybersecurity; NomGov oversees board evaluation and ESG matters .

Fixed Compensation

• Non‑employee director cash retainer and fees (effective post‑IPO) :
  • Board annual retainer: $40,000
  • Board Chair: $40,000
  • Audit Chair: $15,000; Audit Member: $7,500
  • Compensation Chair: $12,000; Compensation Member: $6,000
  • Nominating & Governance Chair: $10,000; Member: $5,000

Performance Compensation

• Equity framework for directors (options, post‑IPO) :
  • Initial Grant: 30,000 options at fair market value on grant; vests in three equal annual installments over 3 years .
  • Annual Grant: 15,000 options at fair market value; vests on first anniversary or next annual meeting, if earlier .
  • IPO Award: 15,000 options at the $18.00 IPO price; vests at next annual meeting or 1 year (earlier of the two) .
• Pande’s election: Dr. Pande elected to forego director stock options (including IPO Award; he was explicitly excluded from the IPO Award) .

Other Directorships & Interlocks

Expertise & Qualifications

• Scientific/technical: Physics Ph.D., Stanford professor, computational/biophysics expertise; co‑founder in infectious disease (Globavir) .
• Financial literacy: Audit Committee member; Board determined Audit Committee members are financially literate .
• Venture/operational: General Partner at a16z, leadership roles since 2014; private board experience .
• Public company governance: Director at Nautilus Biotechnology since May 2018 .

Equity Ownership

Governance Assessment

• Positive signals
  • Independence confirmed; currently serves on Audit Committee overseeing financial integrity and related‑party transactions .
  • Elected to forego all director cash fees and options—reduces self‑interested pay optics; strong investor‑friendly posture .
  • Attendance threshold met; board and committee activity was robust in 2024 (7 board / 4 audit / 4 comp meetings) .
  • Anti‑hedging policy in place; clawback policy adopted for Section 16 officers; independent compensation consultant engaged (Alpine) .
• Risk indicators and potential conflicts
  • Affiliation with a16z, a >5% stockholder and IPO participant—creates perceived influence and potential interlock risk even with control disclaimers; shares held by a16z may be distributed in‑kind to partners including Pande .
  • Minimal personal beneficial ownership reported (“–”)—limits direct “skin‑in‑the‑game” alignment at the individual level .
  • Prior service on Compensation Committee (2024) while affiliated with significant investors requires vigilant conflict management; current committee composition excludes Pande, which mitigates this risk .

Overall, Pande’s scientific depth, financial literacy, and decision to forego compensation support governance quality and investor confidence; the primary watch‑item is his affiliation with a16z, a major shareholder that actively participated in financing and the IPO, necessitating consistent recusals and robust Audit Committee oversight of related‑person matters .

Appendix: Reference Compensation and Ownership Tables

Indemnification: BIOA provides director indemnification agreements and advances expenses per bylaws (Delaware law limits apply) .