Andrew Levin
About Andrew Levin
Andrew Levin, M.D., Ph.D., 48, is a co-founder of Climb Bio (formerly Eliem Therapeutics), previously served as CEO (Oct 2018–Oct 2020), Chair (Feb 2019–Nov 2024), and Executive Chair (Feb 2023–Jun 2024), and currently serves as a director with a term expiring at the 2027 annual meeting . He is a Partner on the Investment Team at RA Capital Management since 2015 and holds a B.S. in mechanical engineering (Princeton), a Ph.D. in biomedical engineering (MIT), and an M.D. (Harvard Medical School) . The board has determined he is not independent under Nasdaq rules, given his prior executive roles and affiliations; he is one of three non-independent directors (along with the CEO and Stephen Thomas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Climb Bio (formerly Eliem Therapeutics) | Co-Founder; CEO | Oct 2018–Oct 2020 | Founding leadership; operating executive |
| Climb Bio | Chair of the Board | Feb 2019–Nov 2024 | Led board through corporate transitions and acquisition of Tenet |
| Climb Bio | Executive Chair | Feb 2023–Jun 2024 | Oversight during combination with Tenet Medicines |
| RA Capital Management, L.P. | Partner, Investment Team | Since 2015 | Life sciences investor; governance network |
| H.I.G. BioVentures | Vice President | Prior to RA Capital | Investment experience |
| Clinton Health Access Initiative | Director of Pharmaceutical Sciences | Prior to H.I.G. | Global health operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RA Capital Management, L.P. | Partner | Since 2015 | Affiliated with entities that collectively own 46.6% of CLYM common stock |
Board Governance
- Class of director: term expiring 2027; board currently eight members; staggered three classes .
- Independence: Not independent under Nasdaq/Exchange Act rules (with CEO and Stephen Thomas) .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; current members exclude Levin (Audit: Drapkin, Cumbo, Dunn; Compensation: Cumbo, Dunn, Williams; Nominating: Williams, Drapkin) .
- Attendance: Board met five times in 2024; all directors then in office attended at least 75% of board and applicable committee meetings .
- Board leadership: Roles separated—Chair (Douglas Williams) and CEO (Aoife Brennan); independent directors meet at least twice annually in executive session .
Fixed Compensation
| Year | Cash Fees (Director and Executive Chair services) | Notes |
|---|---|---|
| 2024 | $60,583 | Fees for service as director and Executive Chair until Nov 8, 2024 |
- Non-Employee Director Compensation Policy (context): 2024 base retainer $35,000; committee retainers (Audit $7,500 member/$7,500 chair; Compensation $5,000/$5,000; Nominating $4,000/$4,000) . 2025 policy increased board retainer to $40,000; Nominating chair/member retainers at $5,000 each; annual option grants updated (40,000 shares at AM date) .
Performance Compensation
| Grant Date | Instrument | Shares | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| Aug 9, 2021 | Stock Option | 20,000 | $12.50 | Aug 8, 2031 | Monthly over 36 months, subject to service |
| May 19, 2022 | Stock Option | 10,000 | $3.46 | May 18, 2032 | Full vest at earlier of 1-year anniversary or day before next annual meeting, subject to service |
| May 18, 2023 | Stock Option | 10,000 | $3.00 | May 17, 2033 | Full vest at earlier of 1-year anniversary or day before next annual meeting, subject to service |
| Jun 26, 2024 | Stock Option | 10,000 | $7.89 | Jun 25, 2034 | Full vest at earlier of 1-year anniversary or day before next annual meeting, subject to service |
| Year | Option Award Grant-Date Fair Value |
|---|---|
| 2024 | $63,622 |
- Company prohibits director hedging/derivatives (short sales, options, collars, swaps) per Insider Trading/Anti-Hedging Policy .
Other Directorships & Interlocks
| Counterparty | Relationship | Nature | Amount/Details |
|---|---|---|---|
| Entities affiliated with RA Capital | Major shareholder; Levin is RA Capital Partner | Beneficial ownership totaling 31,459,267 shares (46.6% of outstanding) across RA funds and Sera Medicines; includes 40,000 options held by Levin for the benefit of RA Capital Management | |
| PIPE Investors (Apr 10, 2024) | Private placement supporting Tenet acquisition | RA Capital Healthcare Fund purchased 11,949,171 shares ($45.9M); RA Capital Nexus Fund III purchased 1,059,375 shares ($4.07M) | |
| Sera Services, Inc. (wholly-owned subsidiary of Sera Medicines, controlled by RA Capital) | Services agreement | R&D and other services; ~$0.1M paid in 2024; auto-renews; terminable on 30 days’ notice | |
| Blackbird Clinical, Inc. (entity controlled by RA Capital) | Services agreement (terminated Oct 2024) | Clinical consulting; ~$0.1M paid in 2024 | |
| Investor Rights Agreement | Registration rights | RA-affiliated holders entitled to demand/piggyback/Form S-3 registration; company pays registration expenses excluding underwriting |
Expertise & Qualifications
- Investor/operator background across biotech; board service at several biopharma companies; mechanical engineering (Princeton), biomedical engineering Ph.D. (MIT), M.D. (Harvard) .
- Board framework emphasizes governance guidelines, independent sessions, and annual self-evaluation; risk oversight distributed across committees .
Equity Ownership
| Holder | Instrument/Type | Shares/Units | % Outstanding | Notes |
|---|---|---|---|---|
| Andrew Levin | Options exercisable within 60 days | 40,000 | <1% | Options held for benefit of RA Capital Management, L.P. |
| Entities affiliated with RA Capital | Common stock | 31,459,267 | 46.6% | Aggregated across RA Healthcare, Nexus funds, Sera Medicines, SMA; governance influence potential |
- No disclosed pledging; anti-hedging policy prohibits hedging and derivative strategies for directors .
Governance Assessment
- Independence and committee access: Levin is not independent and is not seated on Audit, Compensation, or Nominating committees, limiting direct influence over pay, audit, and nominations; independent committee composition mitigates risk .
- Attendance and engagement: Met minimum attendance thresholds (≥75% of meetings in 2024) .
- Compensation mix: 2024 director total $124,205, split between cash fees ($60,583) and options ($63,622); equity-linked compensation aligns with stockholder outcomes, with company-wide anti-hedging policy .
- Ownership alignment vs. conflicts: Levin’s direct beneficial ownership is limited to options (<1%), but RA Capital (where he is a Partner) holds 46.6% of shares; he holds options for RA Capital’s benefit, and RA-affiliated entities have services agreements and registration rights—these are potential conflict vectors requiring robust audit committee oversight .
- Board structure and safeguards: Separation of Chair and CEO roles and independent executive sessions support board effectiveness; company has formal related-party transaction review policies, and audit/comp committee independence and clawback policy strengthen governance controls .
- Shareholder feedback: As an Emerging Growth Company and Smaller Reporting Company, CLYM is exempt from say-on-pay votes, reducing formal shareholder input on compensation structures—a governance consideration for investors .
RED FLAGS
- Significant shareholder interlocks: RA Capital’s 46.6% stake, services agreements with RA-controlled entities (Sera Services, Blackbird), and Levin’s RA affiliation create potential related-party and influence concerns; however, amounts disclosed for services in 2024 were modest (~$0.1M each) and subject to audit committee review policies .
- No say-on-pay: EGC status means no advisory vote on executive compensation, limiting shareholder recourse on pay issues .
- Non-independence: Levin’s non-independent status and prior executive roles may influence board dynamics; mitigated by independent committee composition and separated chair/CEO roles .