Vishal Kapoor
About Vishal Kapoor
Independent director, age 49, serving on Jasper Therapeutics’ board since February 2023; Class I director up for re‑election in 2025 to a term ending 2028. Background in life sciences venture investing and corporate development; MBA (Finance & Management, Columbia Business School, 2004) and BA (Biology, Columbia University, 1997). Board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avego Management, LLC | Partner, leads life sciences venture investing | Jan 2021–present | Investor-director perspective; Avego is co-investment manager for a significant JSPR holder |
| Amplitude Healthcare Acquisition Corp. (SPAC) | President | Jan 2020–Sep 2021 | Led SPAC; upon Jasper business combination closing, received $300,000 bonus |
| Iveric bio (Ophthotech) | Chief Business Officer | Apr 2015–Dec 2019 | Acquired gene therapy/therapeutic assets in ophthalmology |
| NPS Pharmaceuticals | Director, Corporate Development | Oct 2014–Apr 2015 | M&A; company acquired by Shire PLC in 2015 |
| Genentech | Various strategy/marketing/business development roles | 2005–2014 | Led strategy for ophthalmology/CNS pipeline; Lucentis marketing; BD assessments |
| Pfizer | Corporate role (prior experience) | n/a | Early career experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Avego Management, LLC | Partner | Jan 2021–present |
| Investor groups (Velan/Avego) | Joint Schedule 13D Reporting Person | 2023–2025 (signatory) |
Board Governance
- Class I director; nominated for re‑election in 2025 to serve until 2028.
- Independence: Board determined Kapoor is independent under SEC/Nasdaq standards.
- Committees: Audit Committee member (chair: Christian Nolet; audit financial expert determination applies to Nolet); Nominating & Corporate Governance Committee member (chair: Kurt von Emster). Not on Compensation or R&D committees.
- Attendance: Board held 6 meetings (2024); each director attended at least 75% of board and applicable committee meetings. Audit Committee met 5 times; Nominating & Corporate Governance met 2 times.
- Board leadership: Non‑employee Chairperson (Tom Wiggans); independent directors meet in executive session after regular meetings.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board annual retainer (member) | $40,000 |
| Audit Committee member retainer | $7,500 |
| Nominating & Corporate Governance Committee member retainer | $4,000 |
| Total fees earned/paid in cash (Kapoor) | $51,500 |
- Cash retainers earned quarterly; reasonable expenses reimbursed.
Performance Compensation
| Award | Grant specifics | Vesting | Grant-date fair value / holdings |
|---|---|---|---|
| Initial director option (upon board appointment) | 109,383 options; exercise price $1.83 (closing price on grant date) | Vests in three equal annual installments over three years | Grant date: Feb 16, 2023; standard indemnification agreement entered |
| Annual director option policy (effective Apr 19, 2024) | 7,500 options annually to continuing non‑employee directors | Vests in full on first anniversary | Policy level; not individual grant detail |
| New director option policy (effective Apr 19, 2024) | 15,000 options at appointment | 25% at 1‑year; remainder monthly over 36 months | Policy level |
| 2024 non‑employee director option value (Kapoor) | n/a | n/a | $161,489 aggregate grant‑date fair value (2024) |
| Options outstanding (Kapoor) as of Dec 31, 2024 | n/a | n/a | 23,138 options (vested+unvested aggregate) |
- Director equity awards are stock options; vesting time-based; no performance metrics disclosed for director awards.
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Avego Healthcare Capital, L.P. | Significant shareholder | Directly owns 283,403 shares; Avego Management is co-investment manager; joint 13D with Velan. |
| Velan Capital Master Fund LP & affiliated Velan entities | Significant shareholder | Aggregate beneficial ownership with Avego ~9.8% (Feb 2024 filing). |
| Vishal Kapoor (Reporting Person) | 13D signatory | Signatory to joint filing agreements in 2023 and 2025 with Avego/Velan groups. |
Potential interlock/conflict consideration: Kapoor is a partner at Avego Management while Avego/Velan jointly hold a material stake in JSPR; he serves on Audit and Nominating committees as an independent director per board determination. This investor-director alignment can enhance capital markets insight but does create a related stakeholder nexus requiring continued independence vigilance.
Expertise & Qualifications
- Life sciences investing, BD/M&A, and commercialization across ophthalmology and CNS; prior leadership at Genentech, Iveric bio, NPS, Pfizer; Columbia MBA and BA in Biology.
- Investor perspective from Avego; SPAC leadership experience (AMHC).
Equity Ownership
| Metric | Value |
|---|---|
| Shares held directly (as of Apr 30, 2025 window) | 4,375 |
| Options exercisable within 60 days (as of Apr 30, 2025 window) | 19,492 |
| Beneficial ownership (Feb 9, 2024 filing) | 11,696 shares (incl. 3,675 Earnout Shares; 3,646 options); less than 1% of outstanding shares |
| Record date shares outstanding (for context) | 15,022,122 (May 9, 2025) |
| Hedging/pledging policy | Company prohibits hedging, short sales, options trading, margin accounts, and pledging for directors, employees, and consultants |
Governance Assessment
- Committee assignments and independence: Kapoor’s placement on Audit and Nominating/Governance committees, combined with Board’s independence determination, supports governance quality; Audit Committee independence and Rule 10A‑3 compliance affirmed.
- Attendance/engagement: Board and committees met regularly; directors met ≥75% attendance threshold in 2024, indicating adequate engagement.
- Compensation alignment: Director pay mix is modest cash plus time‑vested options (no director performance metrics), with total 2024 compensation of $212,989 for Kapoor, consistent with small-cap biotech norms; equity enhances alignment without hedging/pledging permitted.
- Related‑party/RED FLAGS:
- Investor-director interlock: Kapoor’s Avego affiliation alongside Avego/Velan’s ~9.8% aggregate stake and joint 13D status is a potential conflict vector; transparency exists via filings and Board independence assessment.
- Prior transaction: $300,000 bonus paid at 2021 business combination closing due to AMHC role disclosed; no ongoing related‑party transactions disclosed for Kapoor.
- Positive controls: Prohibition on hedging/pledging reduces alignment risks; Audit/Nom‑Gov committee membership provides oversight channels.
Overall, current disclosures indicate independent status, adequate engagement, and straightforward director pay structure; the main monitoring point is investor‑director interlocks via Avego/Velan holdings given Kapoor’s committee roles.
