Amir Nashat
Camp4 TherapeuticsAbout Amir Nashat
Amir Nashat, ScD, age 52, is an independent Class I director at CAMP, serving since 2015. He is an executive partner at Polaris Partners (since 2002) and holds a ScD in Chemical Engineering from MIT (Hertz Fellow), with MS/BS in Materials Science and Mechanical Engineering from UC Berkeley . He is nominated for re-election at the June 11, 2025 annual meeting to serve a new three-year term ending in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Partners | Executive Partner | 2002–Present | Venture investment leadership |
| Scholar Rock Holding Corporation | Director | 2012–Jun 2024 | Board oversight at clinical-stage biotech |
| Fate Therapeutics, Inc. | Director | 2007–May 2020 | Board governance at cell therapy company |
| Selecta Biosciences, Inc. | Director | 2008–Apr 2020 | Board oversight at immune tolerance biotech |
| Syros Pharmaceuticals, Inc. | Director | 2016–Sep 2022 | Board governance at gene control therapeutics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morphic Holding, Inc. | Director | 2017–Present | Represents Polaris; integrin therapeutics |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I; nominated for re-election at 2025 AGM for term to 2028 |
| Independence | Board determined all directors other than CEO are independent under Nasdaq rules; Nashat is independent |
| Attendance | Board met 5 times in FY 2024; each director attended at least 75% of Board and applicable committee meetings |
| Committee memberships | Not listed as a member of Audit (Higgins, Boylan, Chakravarty, Williams), Compensation (Holtzman, Higgins, Young), or Nominating & Corporate Governance (Ragan, Thadhani, Boylan, Holtzman) |
| Board leadership | Chair of the Board: Steven Holtzman (independent) |
Fixed Compensation
| Component | Policy/Amount | Applies to Nashat? | 2024 Paid |
|---|---|---|---|
| Annual cash retainer (pre-IPO policy through Oct 2024) | $35,000 for eligible directors (additional chair fees: Board $15,000; R&D Committee $7,500; Compensation $7,500; Audit $7,500) | Directors elected under Voting Agreement were not separately compensated; investor-affiliated directors excluded | — (no fees disclosed for Nashat) |
| Annual cash retainer (post-IPO policy from Oct 2024) | $40,000 for non-employee directors; $70,000 for Board chair | Excludes “directors affiliated with investors in the Company” | — (no fees disclosed for Nashat) |
| Committee member fees (post-IPO) | Audit $7,500 (chair $15,000); Compensation $5,000 (chair $10,000); Nominating & Gov $5,000 (chair $10,000); R&D $5,000 (chair $10,000) | Not applicable (not on committees; investor-affiliated exclusion for cash retainers) | — |
Performance Compensation
| Award Type | Policy Grant Size | Vesting | 2024 Grants to Nashat |
|---|---|---|---|
| Initial option grant (first elected/appointed post-IPO) | 17,787 shares (amended to 18,000 if first elected after Apr 1, 2025) | Monthly over 3 years | None disclosed |
| Annual option grant (commencing FY 2025) | 9,000 shares | Vest in full on first anniversary or next AGM | None disclosed (policy described; individual grants not disclosed for Nashat) |
| Performance Metric | Used in Director Pay? |
|---|---|
| Revenue/EBITDA/TSR/ESG metrics | Not disclosed for director compensation; director equity awards are time-based options |
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Principal stockholder affiliation | Director affiliations note Nashat represents entities affiliated with Polaris Partners on CAMP’s Board |
| Cross-investor representation on CAMP Board | Other directors represent Enavate Sciences (Boylan), Northpond Ventures (Chakravarty), AH Equity Partners (Conde, resigned Oct 2024), and 5AM Ventures (Schwab) |
| IPO participation | Polaris Partners X purchased 909,090 shares in CAMP’s IPO at $11.00/share (aggregate $9,999,990) |
Expertise & Qualifications
- Extensive biotech venture investment experience; executive partner at Polaris since 2002 .
- Technical training: ScD Chemical Engineering (MIT, Hertz Fellow); MS/BS Materials Science and Mechanical Engineering (UC Berkeley) .
- Public company board experience across multiple biopharma issuers (MORF current; SRRK, FATE, SELB, SYRS prior) .
Equity Ownership
| Holder (Director) | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Amir Nashat, ScD | 2,625,062 | 13.0% | March 31, 2025 |
| Polaris-affiliated fund | Shares Held |
|---|---|
| Polaris Partners VII, L.P. (PP VII) | 1,603,779 |
| Polaris Entrepreneurs’ Fund VII, L.P. (PEF VII) | 112,193 |
| Polaris Partners X, L.P. (PP X) | 909,090 |
Governance note: Managing entities and members (PMC VII, PPGP X) may be deemed to share voting/investment/dispositive power; Nashat holds interests that may confer shared power with PP X .
Governance Assessment
-
Strengths
- Independence affirmed under Nasdaq and Exchange Act rules; audit and compensation committees comprised of independent directors .
- High board engagement: 5 meetings in FY2024; all directors ≥75% attendance .
- Significant ownership alignment via Polaris-affiliated holdings (13.0% beneficial ownership associated with Nashat) .
- Director cash compensation excluded for investor-affiliated directors, mitigating direct pay conflicts for Nashat; no fees reported for 2024 .
- Compensation committee oversees clawback policy for incentive compensation and can set stock ownership guidelines, indicating governance infrastructure for pay risk management .
-
Potential conflicts and monitoring points
- Investor affiliation: Nashat represents Polaris, a >5% holder with registration rights under an investors’ rights agreement; while common in venture-backed issuers, it warrants ongoing oversight of related-party dynamics and board independence .
- Concentration of investor-affiliated directors across CAMP’s Board (Enavate, 5AM Ventures, Northpond, Polaris) may influence strategic decisions; board has nonetheless determined independence for all non-employee directors .
- Nominating & Corporate Governance Committee did not meet in FY2024, a process gap to monitor as the company transitions post-IPO .
- IPO participation by Polaris adds alignment but also reinforces interlocks; continued disclosure of any transactions with investor-affiliated entities remains important .
Overall: Nashat brings deep biotech investing expertise and substantial ownership alignment. His investor affiliation is transparent and mitigated by the board’s independence determination and exclusion from director cash fees, but the lack of nominating committee activity in FY2024 and the dense network of investor-affiliated directors are governance areas to watch .