Bahram Valamehr
FATE THERAPEUTICSAbout Bahram Valamehr
Bahram (Bob) Valamehr, Ph.D., M.B.A., age 48, is President & Chief Executive Officer of Fate Therapeutics and a director since January 1, 2025. He previously served as President of R&D (Aug–Dec 2024), Chief Research & Development Officer (Mar 2021–Aug 2024), and held prior senior R&D roles at the company since 2010; earlier scientific roles included Amgen, the Center for Cell Control, and the Broad Stem Cell Research Center. He holds a Ph.D. in molecular and medical pharmacology (UCLA), an M.B.A. (Pepperdine), and a B.S. in biochemistry (UCLA) . Company performance context: cumulative TSR declined materially over 2022–2024 (17.24 → 6.39 → 2.82) while net losses persisted (−$281.7m, −$160.9m, −$186.3m), underscoring execution and financing discipline as critical focus areas . Notably, management highlighted initial FT819 SLE data (drug‑free remission in first lupus nephritis patient) and a broad iPSC IP estate (>500 issued patents, ~500 pending) as foundational strengths .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fate Therapeutics | President & CEO; Director | 2025–present | Sets strategy; advancing FT819 in autoimmunity and solid tumor CAR-T programs |
| Fate Therapeutics | President of R&D | Aug 2024–Dec 2024 | Led global R&D |
| Fate Therapeutics | Chief R&D Officer | Mar 2021–Aug 2024 | Oversaw all R&D activities |
| Fate Therapeutics | Chief Development Officer | Aug 2018–Mar 2021 | Led early development of iPSC‑derived “off‑the‑shelf” products |
| Fate Therapeutics | Senior scientific roles | 2010–2018 | Built iPSC platform and pipeline |
| Amgen; Center for Cell Control; Broad Stem Cell Research Center | Scientific roles | Not disclosed | Developed methods to control pluripotency, modulate stem cell fate, and study cancer signaling |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| (No current public company boards disclosed other than Fate) | — | — | Proxy biography lists prior scientific roles (not boards) before joining Fate |
Fixed Compensation
| Component | 2024 Amount (as CRDO) | 2025 CEO terms |
|---|---|---|
| Base salary | $525,000 | Not disclosed in proxy; “then‑current” salary governs severance |
| Target annual bonus % | 40% of base (CRDO) | 60% of base (CEO) |
| Actual 2024 bonus paid | $147,000 (discretionary) | — |
Performance Compensation
| Award | Grant date | Size/Strike | Vesting / Performance conditions | Accounting grant value |
|---|---|---|---|---|
| Stock options | 2/6/2023 | 287,499 ex / 162,501 unex at $6.77 | Monthly over 3 years (2/1/2023–1/1/2026), service-based | Included in 2023 totals |
| Stock options | 2/1/2024 | 137,499 ex / 312,501 unex at $6.76 | Monthly over 3 years (1/1/2024–1/1/2027), service-based | $2,367,000 (2024 option awards total) |
| RSUs (service) | 7/29/2024 | 100,000 | 25% vests 8/1/2025; 75% vests 8/1/2026, service-based | Included in 2024 stock awards |
| PRSUs (milestone) | 7/29/2024 | 100,000 | Vest only upon specified clinical/regulatory milestones by 7/29/2028; 50% one year after 2 of 3 milestones; remaining 50% one year after all 3; service required | 2024 PRSUs recorded at $0 on “probable” basis; max value $541,000 disclosed |
| PRSUs (milestone) | 11/19/2021 | 60,958 | Up to 3 installments upon late-stage clinical/regulatory milestones achieved by 12/31/2026; service required | Prior period grant |
Performance metrics design: PRSUs are tied to explicit clinical/regulatory milestones (e.g., late‑stage clinical achievements), with no vesting absent goal attainment. Options and time-based RSUs align with multi-year service and stock price outcomes . 2024 bonus funding referenced corporate objectives; the committee exercised discretion for two NEOs given company performance context .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,428,539 shares (includes 80,080 shares owned and 1,348,459 shares underlying RSUs/options vesting/exercisable within 60 days) |
| Ownership as % of common | 1.23% (based on 114,607,572 shares outstanding) |
| Hedging/pledging | Company policy prohibits short sales and hedging without Audit Committee approval and bans margin use; pledging requires approval. As of the proxy date, no NEO (including Dr. Valamehr) sought or obtained approval for hedging or pledging . |
| Ownership guidelines | Not disclosed in the proxy; no stated multiple of salary found. |
| Alignment view | Material unvested PRSUs tied to clinical/regulatory milestones and multi-year option/RSU vesting indicate high at-risk equity exposure . |
Employment Terms
| Scenario | Cash severance | Bonus severance | Equity treatment | Health benefits | Other |
|---|---|---|---|---|---|
| Termination by company without Cause or by executive for Good Reason (outside Sale Event Period) | 12 months base salary (installments) | Target annual bonus for year of termination (installments) | No special acceleration disclosed outside CoC | Company-paid COBRA premiums up to 12 months (earlier if eligible elsewhere) | Release required |
| Termination without Cause / for Good Reason within Sale Event Period (3 months pre–12 months post “Sale Event”) | 18 months base (lump sum) | 1.5× target bonus (lump sum) | Full acceleration of all time‑based equity; performance-based equity accelerates only if goals achieved by termination; stock-price hurdles deemed met if per‑share Sale Event consideration exceeds threshold | Company-paid COBRA premiums up to 18 months (earlier if eligible elsewhere) | 280G cut‑back if beneficial (excise tax mitigation) |
Note: CEO employment is at-will; definitions and terms per Valamehr CEO Employment Agreement and 2022 Plan .
Board Governance
- Role: Class III director; executive (non‑independent). The Board determined all directors other than Dr. Valamehr are independent under Nasdaq and SEC rules .
- Committees: Audit, Compensation, and Nominating/Corporate Governance committees are entirely independent; Dr. Valamehr is not listed as a member of these committees. The Science & Technology Committee is advisory and composed of other directors .
- Board leadership: Separate Chair (independent) and CEO; independent director executive sessions held five times in 2024; eight directors attended the 2024 annual meeting; all 2024 directors met ≥75% attendance thresholds .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR ($ per $100 invested at 12/31/2021) | 17.24 | 6.39 | 2.82 |
| Net income (loss), $ thousands | (281,721) | (160,928) | (186,262) |
Selected operating milestones and platform: management cited FT819 SLE data (first lupus nephritis patient in drug‑free remission under fludarabine‑free conditioning) and a robust iPSC platform (>500 issued patents; ~500 pending), positioning the company for off‑the‑shelf cell therapies in autoimmunity and oncology . The 10‑K further details a clinical pipeline in SLE and solid tumors and ongoing Phase 1 activity for FT819 and FT825 .
Compensation Committee Analysis
- Committee composition: Independent directors (Chair: Dr. Jooss; members: Drs. Xu and Epstein; Mr. Coughlin served through Mar 2025) .
- Consultant: Aon Human Capital Solutions (Radford) engaged; the committee determined no conflicts of interest; services limited to compensation advice and database subscription .
- Program design: Mix of base, annual bonus under a corporate objectives-based Bonus Plan, and significant equity (options, RSUs, PRSUs). 2024 three‑year average equity burn rate was 6.32% (2024 burn 7.62%), reflecting heightened share usage amid volatility and retention needs .
Director Compensation (Context)
Non‑employee directors receive cash retainers ($40,000 base; committee chair/members incremental) and option grants (initial 110,000; annual 55,000) under the amended policy effective Jan 16, 2025; equity accelerates upon a Sale Event. As an employee-director, Dr. Valamehr does not receive non‑employee director pay .
Investment Implications
- Pay-for-performance alignment: CEO package emphasizes multi‑year equity with milestone‑based PRSUs and service‑based options/RSUs; CoC acceleration excludes performance awards unless achieved, reducing windfall risk .
- Retention risk: Double‑trigger CoC protection (18 months base + 1.5× bonus + equity acceleration for time‑based awards) and substantial unvested equity (notably PRSUs through 2026–2028) support retention during strategic inflection points .
- Trading/overhang dynamics: Material equity holdings (1.23% beneficial ownership) and scheduled vesting in 2025–2027 could create episodic sellable supply; company policy restrictions on hedging/pledging lower alignment risk, and no pledging approvals were sought . Broader program burn rate is elevated versus peers, implying continued equity issuance as a financing/retention lever .
- Execution focus: Given multi‑year TSR compression and ongoing losses, compensation outcomes hinge on delivering clinical milestones (e.g., FT819 SLE progress) and capital discipline; the leadership and platform claims set a credible scientific basis but require clinical and regulatory validation to translate into shareholder value .