Shiv Kapoor

About Shiv Kapoor

Shiv Kapoor (age 50) is an independent Class II director of Forte Biosciences, appointed September 17, 2024 and nominated to serve through the 2028 annual meeting. He co-founded Stonegate Healthcare (capital markets advisory, 2021–present), is CEO and director of BioRamon Pharmaceuticals (2020–present), and serves on the board of Microvascular Therapeutics (since 2022). He holds a B.A. in Molecular Cell Biology (UC Berkeley) and an MBA from the University of Chicago Booth School of Business .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Kapoor is independent under Nasdaq rules; 6 of 8 FBRX directors are independent .
• Committee assignments: Member, Nominating & Corporate Governance Committee; chaired by Steven Kornfeld; the committee did not meet during 2024 (Kapoor joined in Sept 2024) .
• Audit and Compensation committees: Not a member (Audit: Vincent chair; Kornfeld, Gryska; Compensation: Kornfeld chair; Doberstein, Brun) .
• Attendance: The Board met six times in 2024; all directors attended at least 75% of Board and committee meetings for which they served .
• Board leadership: No Lead Independent Director; combined Chair/CEO role held by Paul A. Wagner .
• Strategic Committee: In Sept 2024, FBRX formed a Strategic Committee of independent directors (initially including the two newly appointed independents, Kapoor and Vincent) to consider strategic and capital options; actions were taken following shareholder litigation, which was later dismissed as moot with prejudice as to Camac .

Fixed Compensation

Performance Compensation

Equity awards for non-employee directors are time-vested options; no performance metrics (e.g., revenue/EBITDA/TSR) apply to director equity grants. Executive compensation metrics disclosed separately include TSR, ESG metrics, and ROIC (for NEOs), not directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and investor relations expertise (RBC MD; Spectrum VP IR/Strategic Planning) .
• Founding/operator experience in biotech (BioRamon Pharmaceuticals) .
• Scientific/analytical background (biostatistician, analyst, scientist) .
• Education: B.A. Molecular Cell Biology (UC Berkeley); MBA (Chicago Booth) .

Equity Ownership

• Hedging/pledging: FBRX prohibits directors from hedging or pledging company securities and from short sales or trading in derivative securities (other than compensatory awards) .
• Ownership guidelines: Compensation committee monitors compliance with any ownership guidelines (specific multiples not disclosed) .

Governance Assessment

• Independence and oversight: Kapoor strengthens independent oversight, serving on the Nominating & Corporate Governance Committee; the Board maintains majority independence and committee structure aligned with Nasdaq rules .
• Strategic intent: Creation of an independent Strategic Committee following shareholder activism (with Kapoor as one of the initial independent members) signals active board engagement on capital and strategic options; rights plan expired and was not renewed; company paid $1.5 million in attorneys’ fees to resolve claims .
• Alignment: Director pay mix includes cash retainers and significant option grants (31,000 options under 2025 policy), increasing equity exposure and potential alignment with shareholder value but also elevating dilution and option-incentive risk relative to RSUs .
• Attendance/engagement: Board and committee attendance thresholds met in 2024; Kapoor joined late in the year; Nominating committee did not meet in 2024 .
• RED FLAGS and watch items:
  • No Lead Independent Director while Chair/CEO roles are combined; monitor effectiveness of independent committees and executive sessions .
  • Large option grants to directors beginning 2025 (31,000 options) versus prior smaller grants may indicate increased equity risk-taking; assess dilution and governance rationale .
  • Activism context and board reclassification around Sept 2024; continue to track Strategic Committee outcomes and any related-party developments (none disclosed to date for Kapoor) .

Director Compensation (Detail)

Insider Transactions (Context)

Related Party & Conflicts

• Related-party transactions: None disclosed for Mr. Kapoor; 8-K states he is not party to any transaction requiring disclosure under Item 404(a); no family relationships .
• Review process: Audit committee reviews and approves related person transactions per formal policy (threshold $120,000; fairness, independence, conflict considerations) .

Committee Assignments, Chair Roles, and Expertise

• Nominating & Corporate Governance Committee member (Chair: Steven Kornfeld) .
• Not on Audit or Compensation committees .
• Expertise: Capital markets, investor relations, strategy, scientific/biostatistics background .

Independence Status, Attendance, and Engagement

• Independent director per Nasdaq standards; Board majority independent .
• 2024 attendance threshold met across Board; committee did not meet in 2024; Kapoor appointed Sept 2024 .

Director Compensation Structure and Incentives

• Cash: $42,500 annual retainer; $5,000 nominating committee member fee; paid quarterly .
• Equity: Initial 2,000 options at appointment; additional 31,000 options in Mar 2025 under amended policy; options vest monthly over 36 months; 10-year term; change-in-control full acceleration .

Employment & Contracts

• Indemnification: Standard indemnification agreement for directors .
• Insider trading policy: Prohibits hedging, pledging, short sales, and derivatives (other than company awards) .