Gaurav Aggarwal
GERONAbout Gaurav Aggarwal
Gaurav Aggarwal, M.D., age 52, has served as an independent director of Geron since November 2023. He is Managing Partner at Vivo Capital LLC (rejoined April 2024) with over 20 years as a life sciences investor; prior roles include Chief Business Officer at Ocera Therapeutics (Apr 2014–Oct 2016), Managing Director at Investor Growth Capital (Jan–Dec 2013), General Partner at Panorama Capital (Aug 2006–Dec 2012), and earlier an associate at JPMorgan Partners. He holds a B.S. in Agricultural Economics from Cornell University and an M.D. from Columbia University College of Physicians & Surgeons . The Board has affirmatively determined Dr. Aggarwal is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocera Therapeutics, Inc. | Chief Business Officer | Apr 2014 – Oct 2016 | Public clinical-stage company; strategic/business development leadership |
| Investor Growth Capital | Managing Director | Jan 2013 – Dec 2013 | Life sciences investing |
| Panorama Capital, L.P. | General Partner | Aug 2006 – Dec 2012 | Venture investing; board work at biopharma companies |
| JPMorgan Partners, LLC | Associate | Early career | Private equity investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vivo Capital LLC | Managing Partner | Rejoined Apr 2024; previously MD (Oct 2016–Aug 2023); CIO, U.S. public fund (Jan 2021–Aug 2023) | Global life sciences investment firm |
| Unicycive Therapeutics, Inc. | Director | Since Mar 2023 | Public biopharma board service |
| Sierra Oncology, Inc. | Director (prior) | N/D | Acquired by GlaxoSmithKline plc |
| Hyperion Therapeutics, Inc. | Director (prior) | N/D | Acquired by Horizon Pharma plc |
Board Governance
- Committee assignments: Chair, Strategic Committee; Member, Compensation Committee .
- Independence: Independent under Nasdaq Rule 5605(a)(2) .
- Board structure: 7 directors; 6 independent and 1 interim executive; staggered, classified board; Dr. Aggarwal is a Class III director with one year remaining on his term as of the 2025 meeting .
- Attendance and engagement:
- Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors (as of May 2024) attended the 2024 annual meeting .
- Strategic Committee held 6 meetings in 2024; Dr. Aggarwal served and chairs this committee .
- Compensation Committee operated with independent members; no interlocks with Geron executive officers at outside entities .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $70,687 | Actual cash/stock-in-lieu for 2024 |
| Board Member Base Retainer (policy) | $50,000 | Paid quarterly; directors may elect shares via the Directors Market Value Plan |
| Strategic Committee Chair (policy) | $15,000 | Chair retainer; chair does not also receive member retainer |
| Compensation Committee Member (policy) | $7,500 | Member retainer |
Notes:
- Directors may elect to receive quarterly cash compensation in fully vested shares under the Directors’ Market Value Stock Purchase Plan at market value on the purchase date .
- Committee chairs do not earn separate member fees for the same committee .
Performance Compensation
| Equity Award | Grant Date | Options (#) | Grant Date Fair Value ($) | Vesting | Term/Exercise |
|---|---|---|---|---|---|
| Annual Non-Employee Director Option | 05/09/2024 | 180,000 | 519,156 | Vests in full on earlier of next annual meeting or first anniversary, subject to service | Options have a 10-year term; exercise price = fair market value at grant; full acceleration upon Change in Control; disability/death partial acceleration of 36 months of future vesting |
Additional terms:
- Initial non-employee director grant is 270,000 options, vesting annually over three years from appointment .
- Under the Amended 2018 Plan, non-employee director aggregate compensation cap: $750,000 per year ($1,000,000 for first-year appointees), valued at grant date for EQ awards .
- Anti-repricing protections: stock options/SARs cannot be repriced or exchanged for cash/equity without stockholder approval .
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; options are used to align interests and provide long-term incentives .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Unicycive Therapeutics, Inc. | Director | No Geron executive sits on Unicycive’s comp committee; Geron discloses no compensation committee interlocks for 2024 |
| Prior: Sierra Oncology; Hyperion Therapeutics | Director (prior) | Acquisitions by GSK and Horizon; no current interlock implications for Geron |
Compensation Committee Interlocks: None of Geron’s executive officers served on a compensation committee of an entity with executives on Geron’s Board/Comp Committee during 2024; all current members are non-employees of Geron .
Expertise & Qualifications
- Life sciences investment expertise (>20 years) and strategic decision evaluation experience; Managing Partner at Vivo Capital; prior CIO for U.S. public investment fund .
- Operating experience as CBO at a public clinical-stage biopharma; venture capital general partner; private equity background .
- Education: B.S., Cornell University (Agricultural Economics); M.D., Columbia University College of Physicians & Surgeons .
Equity Ownership
| Holder | Shares/Options | Percent of Total | Notes |
|---|---|---|---|
| Beneficial ownership attributed to Gaurav Aggarwal, M.D. | 27,291,959 | 4.28% | Comprised of (i) 66,667 shares underlying options exercisable within 60 days of March 1, 2025 and (ii) 27,225,292 shares held by Vivo Opportunity Fund Holdings, L.P.; Dr. Aggarwal is a managing member of Vivo Opportunity, LLC, general partner of Vivo Opportunity Fund Holdings, L.P.; he disclaims beneficial ownership except to pecuniary interest |
| Options outstanding (as of 12/31/2024) | 380,000 | N/A | Aggregate outstanding director options |
| Pledging/Hedging | Prohibited | N/A | Insider trading policy prohibits hedging, margin purchases, and pledging of Geron stock; Rule 10b5-1 plans required for directors |
Ownership percentages calculated against 636,904,470 shares outstanding as of March 1, 2025 per proxy methodology .
Governance Assessment
- Board effectiveness and engagement: Active chairing of the Strategic Committee (6 meetings in 2024) aligned with Geron’s business development and strategic transaction oversight; attendance thresholds met across Board/committees in 2024, supporting engagement .
- Alignment and pay structure: Director pay is heavily equity-oriented; for 2024, Aggarwal’s compensation was $589,843 total with $519,156 option grant value and $70,687 cash, indicating a strong at-risk, equity-linked mix that aligns with shareholders (options ~88% of total based on cited values) .
- Independence and interlocks: Independence affirmed; Compensation Committee comprised solely of non-employees with no interlocks to executives at other entities, reducing conflicts risk .
- Potential conflicts/RED FLAGS:
- Vivo Opportunity Fund Holdings, L.P. holds 27,225,292 Geron shares with Aggarwal connected via Vivo Opportunity, LLC; although he disclaims beneficial ownership, this is a material affiliated fund stake that warrants monitoring for related-party considerations and voting alignment .
- Company reports no related-party transactions >$120,000 since Jan 1, 2024; Audit Committee oversees approval of any related party transactions, mitigating near-term conflict exposure .
- Investor-friendly controls:
- Non-employee director compensation cap ($750k/$1,000k for new directors), anti-repricing restrictions in the Amended 2018 Plan, and robust insider trading policy (prohibiting hedging/pledging; mandatory 10b5-1 plans) support governance quality and investor confidence .
- Clawback policy compliant with Nasdaq standards (applies to executive incentive comp upon restatements), bolstering accountability culture, though not directly applicable to director equity .