Ali Behbahani
About Ali Behbahani
Independent director (Class III) at Monte Rosa Therapeutics (GLUE) since April 2020; age 48; Partner and Co‑Head of Healthcare at New Enterprise Associates (NEA) since 2007; education includes M.D. (University of Pennsylvania), M.B.A. (Wharton), and B.S. in biomedical engineering, electrical engineering, and chemistry (Duke) . Term as Class III director expires at the 2027 annual meeting; board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Partner; Co‑Head of Healthcare | Joined 2007–present | Venture investing leadership in healthcare |
| The Medicines Company | Consultant, Business Development | Prior to NEA (dates not specified) | Transaction advisory |
| Morgan Stanley | Venture Associate | Prior to NEA (dates not specified) | Early-stage investing experience |
| Lehman Brothers | Healthcare Investment Banking Analyst | 1998–2000 | Capital markets and M&A exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nkarta, Inc. | Director | Since Aug 2015 | Public biotech |
| Black Diamond Therapeutics, Inc. | Director | Since Dec 2018 | Public biopharma |
| Adaptimmune Therapeutics plc | Director | Since Sep 2014 | Public biopharma |
| CRISPR Therapeutics AG | Director | Since Mar 2015 | Public biotech |
| Korro Bio, Inc. | Director | Since Aug 2019 | Biotech |
| Arcellx, Inc. | Director | Since Feb 2015 | Public biotech |
| CVRx, Inc. | Former Director | Jul 2013–Sep 2024 | Medical device |
| Nevro Corp. | Former Director | Aug 2014–Mar 2019 | Medical device |
| Oyster Point Pharma, Inc. | Former Director | Jul 2017–Jan 2023 | Biopharma |
| Genocea Biosciences, Inc. | Former Director | Feb 2018–May 2022 | Biopharma |
| Minerva Surgical Inc. | Former Director | May 2011–Jan 2024 | Biotech |
| Marker Therapeutics, Inc. | Former Director | Until 2017 | Biotech |
Board Governance
- Committees: Compensation Committee member (chair: Kimberly Blackwell, M.D.); not on Audit or Nominating & Corporate Governance committees .
- Committee activity: Compensation Committee met 6 times in 2024; Audit met 4; Nominating & Corporate Governance met 3; full board met 15 times .
- Attendance: Each director attended ≥75% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting except Eric Hughes (Ali attended) .
- Independence: Board has determined all directors except the CEO (Markus Warmuth) are independent under Nasdaq/SEC rules .
- Board leadership: Non‑executive chair separated from CEO; Andrew Schiff serves as Chair .
Fixed Compensation
| Component | Policy/Actual | Amount | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | Policy | $40,000 | Non‑employee directors |
| Compensation Committee Member Fee | Policy | $7,500 | Non‑chair |
| Ali Behbahani – Fees Earned in 2024 | Actual | $48,750 | Total cash paid for 2024 service |
| Nominating & Corporate Governance Committee | Policy | $4,000 member; $8,000 chair | Committee established June 2024 |
- Non‑employee directors may elect to receive cash retainers in unrestricted shares at grant‑date fair value; reasonable expenses reimbursed .
Performance Compensation
| Equity Compensation Element | Detail | Amount/Terms |
|---|---|---|
| 2024 Option Award – Ali Behbahani (grant-date fair value) | 2024 non‑employee director option award | $69,016 (ASC 718 grant-date FV) |
| Annual continuing director grant (2024 program) | Option to purchase 22,100 shares | Vests fully at earlier of 1 year or next annual meeting; 100% acceleration upon change in control |
| Initial new director grant (program) | Option to purchase 44,200 shares | Vests in 36 equal monthly installments; 100% acceleration upon change in control |
| Ali Behbahani – Aggregate Options Outstanding (12/31/2024) | Total options held | 104,732 shares subject to options |
- No director performance metrics (revenue/EBITDA/TSR) govern director equity; awards are time‑based with change‑in‑control acceleration as specified .
Other Directorships & Interlocks
- Principal stockholder interlock: Entities affiliated with NEA beneficially own 7,692,298 shares (12.51%); NEA’s managers, including Ali Behbahani, share voting/dispositive power for NEA holdings; managers disclaim beneficial ownership except to pecuniary interests .
- Board independence determinations considered associations with ≥5% holders; board concluded independence for all non‑employee directors including Behbahani .
Expertise & Qualifications
- Finance and investment management expertise (venture capital, healthcare investing) and corporate leadership experience cited for qualification to serve; medical and business credentials reinforce governance contribution .
- Board values diversity of viewpoints, expertise, and absence of conflicts in director selection .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ali Behbahani | 82,632 | <1% | Options exercisable within 60 days of 3/31/2025 |
| NEA affiliated entities | 7,692,298 | 12.51% | Principal stockholder position |
- Insider trading policy: Prohibits short sales, derivative transactions, margin pledging, or pledging company securities as collateral; pre‑clearance required; Rule 10b5‑1 plan controls adopted .
- Clawback policy: Adopted Sept 27, 2023 in compliance with Dodd‑Frank/SEC/Nasdaq; requires recovery of excess incentive compensation upon financial restatement for current/former executive officers (directors are covered as applicable) .
Governance Assessment
- Effectiveness: Active Compensation Committee member; committee met 6 times in 2024, indicating engagement. Board and committee meeting attendance standards met; annual meeting attendance in 2024 affirmed .
- Alignment: Director pay structure mixes modest cash retainers with annual option grants; Ali’s 2024 mix was $48,750 cash and $69,016 equity, with time‑based vesting rather than pay‑for‑performance metrics, standard for director compensation .
- Conflicts: Potential for perceived conflict due to NEA’s 12.51% ownership and Behbahani’s leadership role at NEA; board independence determination explicitly considered associations with ≥5% holders and affirmed independence; no related‑party transactions disclosed involving Behbahani/NEA since Jan 1, 2023; audit committee reviews/approves related party transactions ≥$120,000 .
- Signals for investor confidence: Separation of chair/CEO roles; robust insider trading restrictions (hedging/pledging prohibited); clawback policy adopted; use of independent compensation consultant (Radford), with conflict‑free assessment; EGC status means no say‑on‑pay votes required, reducing shareholder feedback signals on executive pay .
Director Compensation (Detail)
| Metric | 2024 Value/Policy |
|---|---|
| Cash fees earned (Ali) | $48,750 |
| Option award grant-date fair value (Ali) | $69,016 (ASC 718) |
| Options outstanding (Ali, 12/31/2024) | 104,732 shares |
| Board annual retainer (policy) | $40,000 |
| Compensation Committee member fee (policy) | $7,500; $15,000 chair |
| Nominating & Corporate Governance member fee (policy) | $4,000; $8,000 chair |
| Annual continuing director option grant | 22,100 shares; vest at 1 year/next annual meeting; CIC acceleration |
| New director initial option grant | 44,200 shares; 36‑month vest; CIC acceleration |
Committee Assignments
| Committee | Role | Chair |
|---|---|---|
| Compensation Committee | Member | Kimberly L. Blackwell, M.D. |
| Audit Committee | Not a member | Christine Siu |
| Nominating & Corporate Governance | Not a member | Jan Skvarka, Ph.D., MBA |
Attendance & Engagement
| Body | 2024 Meetings | Attendance Standard |
|---|---|---|
| Board of Directors | 15 | Each director attended ≥75% of board and committee meetings; directors encouraged to attend annual meeting |
| Compensation Committee | 6 | Active participation expected |
| Audit Committee | 4 | Oversight of financial reporting and controls |
| Nominating & Corporate Governance | 3 | Oversight of board composition and succession |
| 2024 Annual Meeting Attendance | All directors except Eric Hughes attended | Ali Behbahani attended |
Related‑Party & Risk Indicators
- Offerings: 2023 registered direct and May 2024 public offering featured significant participation by Baker Bros.; no NEA participation listed; audit committee governs related‑party approvals .
- Legal proceedings: None disclosed against directors; no adverse interests .
- Say‑on‑pay: Not required due to EGC status; reduces a feedback mechanism on pay .
Summary Implications for Investors
- Strengths: Independent status despite NEA affiliation; high engagement; clear governance structures; strong trading and clawback policies mitigate alignment risks .
- Watchpoints (RED FLAGS): Venture fund interlock—NEA’s 12.51% stake with Behbahani as NEA partner can raise perceived conflict risk in capital raises or strategic transactions; continued monitoring of related‑party transactions and committee independence is prudent despite current clean disclosures .