Ali Behbahani
About Ali Behbahani
Ali Behbahani, M.D., M.B.A., age 49, is an independent director and Chairman of the Board at Nkarta (NKTX). He has served on the Board since October 2015 and as Chairman since August 2019, and is a Partner and Co-Head of the healthcare team at New Enterprise Associates (NEA) (joined 2007). He holds a B.S. in biomedical engineering, electrical engineering, and chemistry (Duke), an M.D. (University of Pennsylvania School of Medicine), and an M.B.A. (Wharton) . The Board affirms his independence under Nasdaq rules , and he currently leads the Board in a separated Chair/CEO structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nkarta (NKTX) | Chairman of the Board; Director (Class III) | Chairman since Aug 2019; Director since Oct 2015 | Board leadership; agenda-setting; governance oversight |
| New Enterprise Associates (NEA) | Partner; Co-Head Healthcare | Joined 2007 | Healthcare investing leadership |
| The Medicines Company | Consultant, Business Development | Not disclosed | BD experience |
| Morgan Stanley | Venture Associate | Not disclosed | Investment experience |
| Lehman Brothers | Healthcare Investment Banking Analyst | Not disclosed | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CRISPR Therapeutics AG (NASDAQ: CRSP) | Director | Since Apr 2015 | Public board |
| Adaptimmune Therapeutics plc (NASDAQ: ADAP) | Director | Since Sep 2014 | Public board |
| Black Diamond Therapeutics, Inc. (NASDAQ: BDTX) | Director | Since Dec 2018 | Public board |
| Monte Rosa Therapeutics, Inc. (NASDAQ: GLUE) | Director | Since Apr 2020 | Public board |
| Korro Bio, Inc. (NASDAQ: KRRO) | Director | Since Aug 2019 | Public board |
| Arcellx, Inc. (NASDAQ: ACLX) | Director | Since Feb 2015 | Public board |
| CVRx, Inc. (NASDAQ: CVRX) | Former Director | Jul 2013–Sep 2024 | Public board (prior) |
| Minerva Surgical Inc. (NASDAQ: UTRS) | Former Director | May 2011–Jan 2024 | Public board (prior) |
| Genocea Biosciences, Inc. (NASDAQ: GNCA) | Former Director | Feb 2018–May 2022 | Public board (prior) |
| Oyster Point Pharma, Inc. (NASDAQ: OYST) | Former Director | Jul 2017–Jan 2023 | Public board (prior) |
Board Governance
- Committee assignments and chair roles:
- Audit Committee member; Chair is Leone Patterson; 4 meetings in 2024 .
- Nominating & Governance Committee Chair; members include Behbahani (Chair), Michael Dybbs, Zachary Scheiner; 5 meetings in 2024 .
- Science & Technology Committee: Co-Chairs are Angela Thedinga and George Vratsanos; Behbahani not listed as a member; 1 meeting in 2024 .
- Board leadership structure: roles of CEO and Chair are separated; Behbahani serves as independent Chairman .
- Independence: Board determined Behbahani is independent under Nasdaq rules; independence assessments considered affiliations with entities owning >5% of NKTX .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive sessions .
- Risk oversight: Audit oversees financial/operational/legal/cyber/AI risks (and related person transactions); Compensation oversees comp risk/clawbacks; N&G oversees governance and ESG policies .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $40,000 | Policy retainer |
| Board Chair Retainer | $30,000 | Additional for Chair |
| Audit Committee Member | $7,500 | Annual committee retainer |
| Nominating & Governance Committee Chair | $10,000 | Annual chair retainer |
| Scheduled Cash Total (Policy Basis) | $87,500 | Sum of above |
| Cash Paid (FY2024 Actual) | $85,774 | Fees earned/paid in cash |
Notes:
- Retainers are paid quarterly and pro-rated for partial service; no meeting fees .
- 2024 actual cash paid to Behbahani was $85,774 (vs. $87,500 policy-computed), indicating minor proration/timing effects .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Stock Options | Jun 13, 2024 | 22,500 | $119,104 | One-year vest; scheduled to vest on first anniversary (or day before next annual meeting) | Standard annual grant to continuing directors |
| Outstanding Stock Options (as of 12/31/24) | — | 88,211 | — | Mix of prior grants; exercisability per terms | No other director equity awards outstanding |
Additional terms:
- New director initial option grants vest over 3 years (one-third per year) .
- Director options vest upon change in control (single-trigger for non-employee directors) .
Other Directorships & Interlocks
- Multiple concurrent public biotech directorships (six) heighten time-commitment complexity; however, Board affirmed independence .
- March 2024 financing included significant purchases by RA Capital, Samsara BioCapital, and SR One—firms represented by other NKTX directors (Scheiner, Dybbs, George), not Behbahani; Audit Committee (includes Behbahani) reviews related person transactions .
- The independence evaluation explicitly considered affiliations of non-employee directors with entities owning >5% of NKTX; independence maintained .
Expertise & Qualifications
- Advanced technical and financial credentials: B.S. across biomedical/electrical engineering and chemistry (Duke); M.D. (UPenn); M.B.A. (Wharton) .
- Deep biopharma investing and governance experience via NEA and multiple public boards .
- Governance leadership as independent Chairman and Nominating & Governance Committee Chair .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Composition |
|---|---|---|---|
| Ali Behbahani | 88,211 | <1% | Options exercisable within 60 days |
| Outstanding Director Options (Ali) | 88,211 | — | As of 12/31/24 |
Policies affecting alignment:
- Hedging and pledging of company stock are prohibited under the Insider Trading Policy, reducing misalignment risk via derivatives or collateral pledging .
- No director stock ownership guidelines disclosed in the proxy; not addressed (no mention).
Governance Assessment
- Strengths:
- Independent Board Chair with robust biotech investing background; separation of Chair/CEO supports oversight .
- Active committee leadership (N&G Chair) and service (Audit), with documented attendance at least 75% and defined risk oversight roles .
- Clear policies on related party transactions channeled through Audit; clawback policy for executives; anti-hedging/pledging for insiders .
- Watch items / potential red flags:
- Change-in-control single-trigger vesting for director options may be shareholder-unfriendly in some governance frameworks .
- Modest personal ownership (<1%) via options suggests limited “skin-in-the-game” despite role as Chair; common in early-stage biotech but worth monitoring for alignment .
- Extensive external board commitments could impact bandwidth; independence affirmed but time-overlap risk exists .
- Board includes investor principals (RA Capital, Samsara, SR One) who participated in financing; while reviewed under related-party policies, perceived conflicts should continue to be monitored; Behbahani participates in Audit oversight of such matters .
Overall implication: Behbahani’s independent Chair role and governance committee leadership support board effectiveness, with formal controls for related-party oversight. Alignment could improve with greater direct share ownership; single-trigger CoC vesting for director options is a policy consideration for investor confidence .