Carl Dambkowski
About Carl Dambkowski
Independent Class I director (age 40 as of April 18, 2025), appointed in August 2024 at the Merger Closing; currently serves on ORKA’s Audit Committee. He is Chief Medical Officer of Apogee Therapeutics (Nasdaq: APGE) since September 2022 and previously held senior clinical and strategy roles at multiple biotechnology companies. Education: M.D. and B.A. (with honors) from Stanford; M.A. from Columbia University; physician training at Stanford with a concentration in bioengineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Therapeutics (Nasdaq: APGE) | Chief Medical Officer | Sep 2022–present | Executive leadership in clinical strategy |
| QED Therapeutics | Chief Medical Officer | Jul 2021–Sep 2022 | Part of core team advancing TRUSELTIQ (infigratinib) through FDA approval |
| Origin Biosciences | Chief Strategy Officer & EVP Operations | Mar 2018–Jun 2021 | Part of core team advancing NULIBRY (fosdenopterin) through FDA approval |
| Navire Pharma | Chief Medical Officer; Clinical lead (BBP‑398) | Jan 2020–Sep 2022 | Led program to out‑license BBP‑398 to Bristol‑Myers Squibb; achondroplasia low‑dose infigratinib PoC |
| McKinsey & Company | Associate | Jul 2016–Mar 2018 | Advised global pharma/biotech on R&D strategy |
| Novonate, Inc. | Co‑founder | Jan 2015– | Neonatal device innovation; inventor on multiple patents |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Apogee Therapeutics (APGE) | Chief Medical Officer | Public (Nasdaq) | Executive role; not disclosed as a director at APGE |
Board interlock signal: ORKA director Peter Harwin also serves on Apogee’s board, creating an information‑flow link between ORKA and Apogee .
Board Governance
- Committee assignments: Audit Committee member; not on Compensation or Nominating .
- Independence: Board determined Dambkowski is independent under Nasdaq rules .
- Attendance: Following the Merger through end‑2024, each Board member attended ≥75% of Board/committee meetings during their service period .
- Board structure: Classified board; plurality voting; stockholders cannot call special meetings or act by written consent; supermajority requirements for certain bylaw/charter changes .
- Audit Committee responsibilities include oversight of financial reporting, auditor independence, internal controls, and approval of related‑party transactions .
Fixed Compensation
| Component | Amount/Terms | 2024 Actual (Cash) |
|---|---|---|
| Annual Board retainer | $40,000 (post‑Merger program) | Pro‑rated; Dambkowski earned $16,267 |
| Audit Committee member retainer | $7,500 (non‑chair) | Included in pro‑rated cash fees |
| Chair retainers (if applicable) | Audit $15,000; Comp $12,000; Nominating $10,000 | Not applicable (not a chair) |
Performance Compensation
| Equity Instrument | Grant Size | Vesting | Notes |
|---|---|---|---|
| Annual director stock options | 17,500 shares per annual meeting; monthly vest over 12 months | Monthly over 12 months | Form 4 filed June 3, 2025 reported 17,500 options (annual grant) |
| Initial director stock options | 35,000 shares upon initial appointment; monthly vest over 36 months | Monthly over 36 months | Applies to non‑employee directors at appointment |
| Outstanding options/warrants (as of 12/31/2024) | 94,282 shares (assumed from Pre‑Merger) | As per assumed award schedules | Beneficial ownership counts include options exercisable within 60 days |
No director performance metrics (TSR, revenue, ESG) are disclosed for director equity; director equity is time‑based options per program .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed for Dambkowski | — | — | — |
- Interlocks: Apogee Therapeutics—Dambkowski is CMO; ORKA director Peter Harwin is an Apogee director, creating a network interlock .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Clinical development, regulatory approvals | Led/was part of teams for FDA approvals of TRUSELTIQ (infigratinib) and NULIBRY (fosdenopterin) |
| Strategy and operations | CSO/EVP Operations at Origin; McKinsey experience in R&D |
| Scientific/medical | Stanford MD (bioengineering concentration); publications and patents |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Carl Dambkowski | 25,058 | <1% | Includes options exercisable within 60 days as of Feb 15, 2025 |
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, hedging transactions, margin accounts, and pledges; no pledging disclosed for Dambkowski .
Insider Trades (ORKA)
| Date (Filing) | Security | Quantity | Type | Source |
|---|---|---|---|---|
| 2025-06-03 | Stock Options (director annual grant) | 17,500 | Grant | |
| 2025-06-03 | Summary (tracker) | 17,500 | Grant |
Governance Assessment
-
Strengths
- Independent director with deep clinical/regulatory expertise; adds domain oversight to Board and Audit Committee .
- Solid attendance threshold met post‑Merger; engaged in initial integration period .
- Equity grants align director incentives with shareholder outcomes; annual options vest monthly enhancing ongoing alignment .
-
Potential risk indicators and mitigants
- Related‑party exposure exists at ORKA (Fairmount, Paragon/Paruka arrangements, financing rounds); Audit Committee (including Dambkowski) oversees and approves related‑party transactions per policy, mitigating conflict risk .
- Network interlock via Apogee (Harwin director; Dambkowski CMO) could create perception of information flow; independence affirmed by Board and no disclosed transactions with Apogee .
- Company prohibits hedging/pledging, reducing misalignment risk; no pledges disclosed for Dambkowski .
-
Director compensation alignment
- 2024 cash fees modest and pro‑rated ($16,267), with time‑based option program as primary equity component; no performance‑metric based director pay disclosed .
Overall signal: Independent, audit‑savvy clinician with strong regulatory track record; oversight role on related‑party approvals is salient given Fairmount/Paragon ties. Equity structure suggests reasonable alignment; no attendance or pay anomalies disclosed .