Rishi Gupta
About Rishi Gupta
Rishi Gupta, J.D., age 47, is a Class I independent director of Enliven Therapeutics (ELVN) serving since the February 23, 2023 merger; his current term expires at the 2027 annual meeting. He is a Partner at OrbiMed Advisors, with prior roles in healthcare investment banking and corporate development; he holds an A.B. in biochemical sciences from Harvard College and a J.D. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raymond James & Associates | Healthcare investment banker | Not disclosed | Transactional experience |
| Veritas Medicine | Manager, Corporate Development | Not disclosed | Corporate development |
| Wachtell, Lipton, Rosen & Katz | Summer Associate | Not disclosed | Legal training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Partner | Since 2003 | Life sciences investing, major shareholder influence |
| Turnstone Biologics Corporation | Director | Since Oct 2016 | Not disclosed |
| Verona Pharma PLC | Director (prior) | Jul 2016–Jan 2024 | Not disclosed |
| Several private companies | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Board affirmed Gupta is independent under Nasdaq rules; he meets Compensation Committee independence standards (Rule 10C-1) .
- Committees: Chair, Compensation Committee; member roster includes Gupta (chair), Jake Bauer, and Richard Heyman .
- Attendance: In 2024, the board held 4 meetings; each director attended at least 75% of board and committee meetings for which they served. Audit (4), Compensation (3), and Nominating & Corporate Governance (3) meetings were held .
- Board structure: Chairman is independent (Richard Heyman); CEO and Chair roles are separated; independent directors meet in separate sessions regularly .
| Governance Attribute | Detail |
|---|---|
| Board Class/Term | Class I; term expires 2027 |
| Independence Status | Independent (Nasdaq) |
| Committee Assignments | Compensation (Chair) |
| 2024 Meeting Attendance | ≥75% board+committee attendance |
| Executive Sessions | Independent directors meet separately |
| Lead Independent Director | Not explicitly disclosed; communications route to Chair or Lead Independent Director per policy |
Fixed Compensation
| Component | 2024 Amounts | 2025 Adjustments | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $35,000 | $40,000 (effective Jan 2025) | Paid quarterly |
| Audit Chair | $15,000 | No change disclosed | Chair only, not member fee |
| Audit Member | $7,500 | No change disclosed | |
| Compensation Chair | $10,000 | $12,000 (effective Jan 2025) | Chair only |
| Compensation Member | $5,000 | $6,000 (effective Jan 2025) | |
| Nominating & Gov Chair | $8,000 | $10,000 (effective Jan 2025) | |
| Nominating & Gov Member | $4,000 | $5,000 (effective Jan 2025) |
| Rishi Gupta – 2024 Director Pay | Amount ($) |
|---|---|
| Cash Fees Earned/Paid | $56,250 |
| Option Awards (grant-date fair value) | $249,890 |
| Total | $306,140 |
Performance Compensation
- Director equity is options-only under the Director Compensation Policy (no RSUs/PSUs disclosed for directors) .
- Annual Award: Options with “Value” of $250,000 in 2024; vest in full at the earlier of 1-year post annual meeting or next annual meeting, subject to continued service . For 2025, Annual Award “Value” increased to $325,000; Chair higher at $365,000 .
- Change-in-control: 100% vesting acceleration for outstanding director equity immediately prior to closing, subject to continued service through that date .
| Metric | 2024 | 2025 Policy | Vesting / Triggers |
|---|---|---|---|
| Annual Option Award “Value” | $250,000 (policy baseline) | $325,000; Chair $365,000 | Vests in full at next annual meeting or 1-year anniversary, whichever earlier |
| Rishi Gupta Option Award (FV) | $249,890 | Not disclosed | Time-based vesting; no performance metrics disclosed |
| Performance Metrics Tied to Director Equity | None disclosed | None disclosed | N/A |
| Change-in-Control Treatment | Full acceleration | Full acceleration | Immediate vesting pre-close |
Other Directorships & Interlocks
- OrbiMed affiliation: Entities affiliated with OrbiMed beneficially own ~16.2% of ELVN; Gupta is a Partner at OrbiMed and is attributed beneficial ownership of those shares and his director options .
- Potential interlock/conflict: Gupta chairs the Compensation Committee while affiliated with a major shareholder (OrbiMed), which can raise independence/perceived influence concerns; the board nonetheless determined his independence under Nasdaq rules .
| Entity | Relationship | Potential Overlap/Conflict |
|---|---|---|
| OrbiMed Advisors LLC | Gupta is Partner; OrbiMed affiliates own 16.2% of ELVN | Major holder influence; Gupta chairs compensation |
| Turnstone Biologics Corporation | Director | No ELVN transaction disclosed |
| Verona Pharma PLC | Prior Director (ended Jan 2024) | No ELVN transaction disclosed |
Expertise & Qualifications
- Degrees: A.B. in biochemical sciences (Harvard College); J.D. (Yale Law School) .
- Domain expertise: Biotechnology investing and board governance across public and private companies .
- Board qualification rationale: Experience in biotech investing and service on public/private boards .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 7,980,213 shares |
| % of Outstanding Shares | 16.3% |
| Composition | Shares held by OrbiMed-affiliated entities plus 20,675 options exercisable within 60 days |
| Options – Exercisable within 60 days | 20,675 shares |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and related persons |
Governance Assessment
- Strengths: Independent determination; robust insider trading policy with hedging/pledging prohibitions; audit committee oversees related-party transactions under a formal policy; independent chair and regular executive sessions of independent directors .
- Signals: Gupta’s directorship compensation is primarily equity via options, which aligns incentives with long-term value; change-in-control acceleration is standard but note full acceleration .
- RED FLAGS:
- Major shareholder affiliation: Gupta is a Partner at OrbiMed, which beneficially owns ~16.2% of ELVN; Gupta is recorded as beneficial owner of ~16.3% (attributed to OrbiMed holdings plus options). He also chairs the Compensation Committee—this combination can create perceived influence risks despite formal independence determinations .
- Attendance/Engagement: Board/committee attendance threshold met (≥75%); board held four meetings in 2024; compensation committee met three times—suggests active committee oversight cadence .
- Say-on-Pay: Company is an emerging growth company and has been exempt from say-on-pay voting; they will cease EGC status at year-end 2025 and face expanded disclosure and requirements thereafter .
Related-Party Transactions Snapshot
- Private Placement (Mar 2024): Venrock, FMR LLC, Fairmount, Commodore participated; gross proceeds ~$90.0M; OrbiMed not listed as purchaser in that round .
- Former Enliven Pre-Closing Financing (Oct 2022): OrbiMed-affiliated entities purchased shares; Gupta was a director prior to the merger .
- Policy: Audit committee must pre-approve/ratify related-party transactions >$120,000; factors include arm’s-length terms and potential impairment of independence .
Director Compensation Policy Notes
- Annual cap: $750,000 for combined cash + equity “Value” per director per fiscal year; $1,000,000 in first year as director .
- Equity “Value” definition: Grant-date fair value under U.S. GAAP .
Board Meeting & Committee Cadence (2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 4 |
| Compensation Committee | 3 |
| Nominating & Corporate Governance Committee | 3 |
Note: Each director attended at least 75% of the aggregate of the board and committee meetings for which they served during 2024 .
Summary Implications for Investors
- Alignment: Option-heavy director comp; significant beneficial ownership via OrbiMed indicates material exposure to ELVN outcomes .
- Conflict Watch: Gupta’s OrbiMed affiliation plus chairing compensation warrants monitoring of pay decisions and related-party oversight; company’s policies and audit committee review provide mitigating structure .
- Upcoming Governance Shift: As EGC status ends, expect expanded compensation disclosure and potential say-on-pay dynamics in future cycles, increasing investor visibility into pay practices .