Ali Behbahani
About Ali Behbahani
Ali Behbahani, M.D., M.B.A., is an independent director of Korro Bio (KRRO). He has served on Korro’s board since completion of the Merger and previously served on Legacy Korro’s board since August 2019. He is a General Partner on the healthcare team at New Enterprise Associates (NEA) and previously held positions at The Medicines Company, Morgan Stanley Venture Partners, and Lehman Brothers. He holds a B.S. in biomedical engineering, electrical engineering and chemistry from Duke University, an M.B.A. from Wharton, and an M.D. from the University of Pennsylvania School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | General Partner, Healthcare | Joined 2007 | Investor/director across multiple public and private biopharma companies |
| The Medicines Company | Professional role (unspecified) | — | Industry operating/transaction experience |
| Morgan Stanley Venture Partners | Professional role (unspecified) | — | Venture investing experience |
| Lehman Brothers | Professional role (unspecified) | — | Healthcare/finance experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Monte Rosa Therapeutics (GLUE) | Director | Apr 2020 | — |
| Black Diamond Therapeutics (BDTX) | Director | Dec 2018 | — |
| Nkarta (NKTX) | Director | Aug 2015 | — |
| CRISPR Therapeutics (CRSP) | Director | Apr 2015 | — |
| Arcellx (ACLX) | Director | Feb 2015 | — |
| Adaptimmune Therapeutics (ADAP) | Director | Sep 2014 | — |
| CVRx (CVRX) | Director | Jul 2013 | — |
| Minerva Surgical (UTRS) | Director | May 2011 | — |
| Nevro (NVRO) | Former Director | Aug 2014–Mar 2019 | — |
| Genocea Biosciences (GNCA) | Former Director | Feb 2018–May 2022 | — |
| Oyster Point Pharma (OYST) | Former Director | Jul 2017–Jan 2023 | — |
Board Governance
- Committee assignments: Member, Compensation Committee (met 3 times in 2024; all members independent); Chair, Nominating & Corporate Governance Committee (did not meet in 2024). Not a member of the Audit Committee (Audit chaired by Timothy Pearson, an SEC “financial expert”) .
- Independence: The Board determined in March 2025 that all directors other than the CEO are independent under Nasdaq rules; Behbahani is independent .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Say-on-Pay and governance votes (2025 annual meeting): Say-on-Pay passed with 7,972,389 For / 13,999 Against / 11,145 Abstain; annual frequency votes favored “1 Year” with 7,982,473 votes; all three Class III directors elected; auditor ratified .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Ali Behbahani) | $53,000 | Total cash retainer paid in 2024 |
| Director Policy – Board annual retainer | $40,000 | Cash; payable quarterly |
| Director Policy – Compensation Committee member | $5,000 | Additional annual retainer |
| Director Policy – Nominating & Corporate Governance Chair | $8,000 | Additional annual retainer |
| Cap on director pay per year | $750,000 (normal years); $1,000,000 (first year) | Aggregate cash+equity cap |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | — |
Note: Behbahani’s $53,000 of 2024 cash fees aligns with policy components (Board $40k + Comp member $5k + N&G Chair $8k) .
Performance Compensation
| Grant/Action | Date | Instrument | Quantity | Exercise/Price | Accounting FV | Vesting / Terms | |---|---|---:|---:|---:|---| | 2024 Annual Director Option | 2024 (annual mtg) | Stock Options | — | — | $149,978 | Annual director options under policy; vest in full by next AGM or 1-year anniversary; 10-year term; FMV strike; full acceleration on sale | | Director Option Award (Form 4) | 2024-06-11 | Stock Options | 5,190 | $42.19 | — | Award reported on Form 4 | | Director Option Award (Form 4) | 2025-06-11 | Stock Options | 6,010 | $14.87 | — | Award reported on Form 4 |
Other Directorships & Interlocks
- Significant stockholder affiliation: Entities affiliated with NEA held 1,090,793 shares (11.6%) as of April 15, 2025; Behbahani is a manager of NEA’s general partner entities listed in the footnote .
- 2024 PIPE participation: NEA purchased 17,857 shares at $56.00 ($999,992) in Korro’s April 2024 PIPE; the proxy identifies NEA as >5% holder and Behbahani as an NEA Partner and Korro director .
- Pre-Closing and Series B financings: NEA participated in Legacy Korro financings (Series B in March 2023 and Pre-Closing in July 2023) as a >5% holder .
Expertise & Qualifications
- Advanced clinical and business training (M.D., M.B.A.) with engineering undergraduate degrees; extensive biotech board experience and capital allocation expertise as an NEA General Partner .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ali Behbahani (individual) | 10,523 | <1% | As of April 15, 2025; includes exercisable within 60 days per SEC rules |
| Options held (as of 12/31/2024) | 21,190 | — | Aggregate options outstanding |
| NEA affiliated entities | 1,090,793 | 11.6% | Footnote details governance roles (Behbahani as manager) |
- Anti-hedging/anti-pledging: Korro’s policy prohibits directors from short sales, derivatives/hedging, borrowing on margin, or pledging company securities .
- Ownership guidelines for directors: Not described in the Director Compensation Policy section of the proxy .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post-Txn Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2024-04-22 | 2024-04-24 | A (Award/Acquisition) | Common Stock | 17,857 | $56.00 | 1,090,793 | https://www.sec.gov/Archives/edgar/data/1703647/000095017024047684/0000950170-24-047684-index.htm |
| 2024-06-11 | 2024-06-12 | A (Award) | Stock Option (Right to Buy) | 5,190 | $42.19 | 5,190 | https://www.sec.gov/Archives/edgar/data/1703647/000095017024072567/0000950170-24-072567-index.htm |
| 2025-06-11 | 2025-06-12 | A (Award) | Stock Option (Right to Buy) | 6,010 | $14.87 | 6,010 | https://www.sec.gov/Archives/edgar/data/1703647/000095017025085495/0000950170-25-085495-index.htm |
Note: Form 4s classify Behbahani as “director, 10 percent owner” due to deemed beneficial ownership via NEA, while his individual beneficial ownership in Korro shares is <1% per the proxy and Form 4 metadata .
Governance Assessment
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Strengths
- Independence and committee leadership: Independent director; chairs Nominating & Corporate Governance; member of Compensation; committees composed of independent directors .
- Attendance and engagement: Met the 75%+ attendance threshold; Board met 8 times in 2024 .
- Shareholder alignment in pay design: Director equity delivered in options with FMV exercise price, 10-year term, and vesting tied to continued service; full acceleration on sale; annual equity sized by outstanding shares after 2025 policy amendment, aligning director pay more directly with shareholder dilution .
- Robust trading policy: Explicit prohibitions on hedging and pledging enhance alignment and reduce conflict risk .
- Shareholder support: 2025 Say-on-Pay passed with overwhelming support; annual frequency preferred (strong governance signal) .
-
Risk indicators / Red flags
- Related-party exposure: NEA is an 11.6% stockholder and participated in Korro’s financings; Behbahani is an NEA partner/manager—this is a structural conflict that requires continued oversight (Audit Committee is responsible for related-party review) .
- Committee activity: Nominating & Corporate Governance Committee did not meet in 2024, which may raise questions on cadence of board refreshment and governance oversight; compensating factor is overall Board activity (8 meetings) .
- Multi-board load: Extensive portfolio of public company directorships could pose time-commitment risk; however, attendance thresholds were met in 2024 .
-
Compensation mix and alignment (2024)
- Cash vs equity: $53,000 cash and $149,978 in option value (approximately ~26% cash / ~74% equity by grant-date value), which is equity-heavy and generally shareholder-aligned for an early-stage biotech .
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Additional governance infrastructure
- Clawback/recoupment: 2023-adopted compensation recovery policy (SEC/Nasdaq compliant) enhances accountability for incentive compensation tied to misreported financials .
- Related-party oversight: Audit Committee charter includes review/approval of related person transactions .
Overall: Behbahani brings deep biotech investing and board experience, chairs a key governance committee, and maintains independence under Nasdaq rules. The principal governance consideration is potential conflict from NEA’s significant ownership and transaction history, mitigated by disclosed processes, independent committee structure, anti-hedging/anti-pledging policies, and strong shareholder support on compensation matters .
