Ajay Royan
Director at IVVD
Board
About Ajay Royan
Ajay Royan, age 45, is an independent director of Invivyd (IVVD) appointed March 22, 2025; he previously served on the Invivyd board from October 2020 to June 2022. He is the founder and Managing General Partner of Mithril Capital Management LLC (since June 2012) and holds a B.A. from Yale University. The Board has determined he is independent under Nasdaq rules. His current public and private board roles include Fractyl Health, Inc. (public), Adimab, LLC (private), several additional private companies in which Mithril invests, and Fulbright Canada.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invivyd, Inc. | Director (prior term) | Oct 2020 – Jun 2022 | Board service during pre- and post-IPO period |
| Mithril Capital Management LLC | Founder & Managing General Partner | Jun 2012 – Present | Leads venture investments in technology/health; oversees investment decisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fractyl Health, Inc. | Director (public company) | Not disclosed | Current public directorship |
| Adimab, LLC | Director (private company) | Not disclosed | Adimab is a major Invivyd shareholder and counterpart in multiple agreements (see conflicts) |
| Fulbright Canada | Director | Not disclosed | Non-profit/governance experience |
| Invivyd, Inc. | Director (current term) | Appointed Mar 22, 2025 | Independent; term expires at 2025 annual meeting |
Board Governance
- Independence: The Board affirmatively determined all current directors and nominees, including Mr. Royan, are independent under Nasdaq Rule 5605(a)(2). Current Audit Committee members (Berry, Elia, McLaughlin) and Compensation Committee members (Gupta, Lindenboom; McLaughlin anticipated post‑meeting) meet enhanced independence requirements.
- Leadership: Independent Chairperson of the Board (Marc Elia). Roles of Chair and principal executive officer are separated.
- Risk oversight: Board oversees strategy and risk; Audit Committee oversees financial, cybersecurity, legal compliance risks; Compensation Committee oversees compensation-related risk; Nominating & Governance oversees governance guidelines.
- Attendance: In 2024 the Board held 9 meetings; each then-serving director attended ≥75% of board and committee meetings for which they were a member. Five then‑serving directors attended the 2024 annual meeting. (Mr. Royan rejoined in 2025; no attendance data yet for him.)
- Committees: 2024 meetings—Audit: 5; Compensation: 10; Nominating & Corporate Governance (NCG): 7. Current Audit members: Berry, Elia, McLaughlin. Compensation members: Gupta, Lindenboom (McLaughlin anticipated following 2025 meeting). No specific committee assignment disclosed for Mr. Royan as of the proxy filing.
| 2024 Meetings | Count |
|---|---|
| Board | 9 |
| Audit Committee | 5 |
| Compensation Committee | 10 |
| Nominating & Corporate Governance Committee | 7 |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (Director) | $40,000 per year |
| Chair of the Board (additional) | $30,000 per year |
| Committee Chair retainers | Audit: $15,000; Compensation: $10,000; NCG: $8,000 |
| Committee Member retainers | Audit: $7,500; Compensation: $5,000; NCG: $4,000 |
| Payment timing | Quarterly, pro-rated if partial quarter |
Performance Compensation
| Equity Element | Terms |
|---|---|
| Initial option grant (new director) | Option to purchase 100,000 shares; vests 1/3 on first anniversary of grant, then monthly over next 24 months; 10-year term; exercise price = closing price on grant date; subject to 2021 Equity Incentive Plan |
| Annual option grant (continuing director) | Option to purchase 50,000 shares at each annual meeting; vests on earlier of 1-year anniversary or next annual meeting |
| Change-in-control treatment | Director options accelerate upon change in control |
| Post-termination exercise | 12 months if service ends other than for cause |
- Mr. Royan’s actual 2025 equity grant: Nonqualified option for 100,000 shares granted March 24, 2025; vesting schedule as above; 10-year term; exercise price equal to closing price on grant date. He also receives the $40,000 annual cash retainer.
Other Directorships & Interlocks
| Entity | Type | Relationship to IVVD | Notes |
|---|---|---|---|
| Adimab, LLC | Private company | 18.1% IVVD shareholder; multiple strategic agreements and payments; Mr. Royan is an Adimab director | Assignment & License (milestones/royalties); Collaboration (quarterly fees, milestones/royalties); Platform Transfer (annual fees, milestones/royalties); DNA sequencing services. Payments 2023–2024: $4.1m (Assignment); $8.9m (Collab); $4.0m (Platform fees); < $0.1m (DNA Seq). Accrued/due balances disclosed. |
| Fractyl Health, Inc. | Public company | No disclosed transactional tie to IVVD | Current public directorship |
| Fulbright Canada | Non-profit | None disclosed | Board role |
Expertise & Qualifications
- Venture capital and technology/healthcare investing; director experience across health and technology companies.
- Board-level governance and strategy; activism noted in press release (led 2022 shareholder action focusing Invivyd’s mission).
- Education: B.A., Yale University.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Ajay Royan (through Mithril II LP and affiliates) | 11,241,580 | 9.4% | Mithril II UGP LLC (sole managing member: Ajay Royan) is GP of Mithril II GP LP, GP of Mithril II; Royan and Peter Thiel comprise the investment committee. Ownership and control details per Schedule 13D/A. |
| Adimab, LLC | 21,687,906 | 18.1% | Adimab director: Ajay Royan; beneficial ownership disclaimed except to pecuniary interest. |
- Hedging policy: Directors and employees are prohibited from hedging transactions; Rule 10b5‑1 plans permitted only under conditions. No pledging disclosures were identified.
- Indemnification: Standard indemnification agreement executed upon appointment; company by-laws provide indemnification to directors.
Governance Assessment
Key findings:
- Independence and oversight: The Board deemed Mr. Royan independent; Board leadership is independent; risk oversight structures are in place. Early 2025 appointment limits attendance history, but prior board service suggests familiarity with company context.
- Alignment: Significant long-term economic alignment via 9.4% beneficial ownership through Mithril II; fresh option grant further aligns incentives. Hedging is prohibited.
- Compensation structure: Standard, modest cash retainer with majority of director compensation at-risk via options; options accelerate on change in control; 12-month post-termination exercise—market standard for small-cap biotech.
- Potential conflicts (RED FLAGS to monitor):
- Adimab interlock: Mr. Royan sits on Adimab’s board; Adimab is an 18.1% shareholder and material R&D/licensing counterparty to Invivyd with milestone, royalty, service, and platform agreements (aggregate payments in 2023–2024 across agreements total in the mid‑teens of millions). This is a significant related‑party exposure requiring rigorous recusals and Audit Committee oversight.
- Major shareholder-director: Royan’s control roles at Mithril II (9.4% holder) create a potential for perceived influence over strategic transactions or capital allocation; however, the Board still determined independence under Nasdaq standards.
- Note: The March 26, 2025 8‑K states no Item 404(a) relationships requiring disclosure specific to Mr. Royan’s appointment, but the proxy separately discloses related‑person transactions with Adimab (where he is a director). This underscores the need for clear recusals on Adimab‑related matters.
Engagement signals:
- 2024 board and committee activity was robust (Board 9 meetings; Audit 5; Compensation 10; NCG 7). Mr. Royan’s activism in 2022 (per press release) and re‑appointment in 2025 indicate an engaged investor‑director profile focused on strategic direction.
Policy and controls:
- Related‑party transactions reviewed under a formal policy; Audit Committee approves/monitors related‑party dealings. Clawback policy adopted; hedging prohibited.
Overall implication for investors: Royan brings deep capital allocation and scaling experience with substantial economic alignment. The Adimab interlock and Mithril’s sizable stake elevate conflict risk; investors should monitor disclosure of recusals, Audit Committee oversight of Adimab agreements, and any future capital markets actions to ensure minority shareholder protections remain strong.