Anupam Dalal

About Anupam Dalal

Anupam Dalal, M.D., age 53, is an independent director of Whitehawk Therapeutics (formerly Aadi Bioscience) serving since November 2011; he is nominated to continue as a Class II director through 2028. Dr. Dalal is Chief Investment Officer and Managing Member at Acuta Capital Partners (since Aug 2016), previously Managing Director at Kearny Venture Partners (2006–2016) and Founder/Managing Member of KVP Capital; he holds an M.D. (UCSF, honors), MBA (Harvard, with distinction), and B.A. in Economics (UC Berkeley, Phi Beta Kappa, highest honors) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Dalal is independent under Nasdaq rules; 8 of 10 directors (including Dalal) are independent .
• Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
• Attendance: The Board met 13 times in 2024; each incumbent director attended ≥75% of Board and committee meetings during their service period .
• Board leadership and executive sessions: Independent Chairman role (separate from CEO); the Board regularly holds executive sessions of independent directors .

Fixed Compensation

Key policy terms (May 2024 restatement):

• Initial director option grant: $106,000 grant-date fair value; vests 1/36 monthly; Annual grant: $58,000 grant-date fair value; fully vests by the earlier of first anniversary or immediately before next annual meeting; both subject to service .
• Option terms: Max 10-year term; exercise price = 100% of FMV on grant date; full vesting acceleration on change in control for non‑employee directors .

Performance Compensation

Other Directorships & Interlocks

Support Agreements: Directors/executives and affiliates (plus one other significant stockholder) holding ~39.3% agreed to vote in favor of the Divestiture and PIPE at the special meeting, indicating coordinated insider support for key transactions .

Expertise & Qualifications

• Medical and financial expertise: M.D. with honors (UCSF), MBA with distinction (Harvard), B.A. Economics with highest honors (UC Berkeley) .
• Investor/operator background in life sciences across venture and hedge fund settings (Kearny, KVP Capital, Acuta) .

Equity Ownership

Policy constraints:

• Hedging/pledging: Company policy prohibits hedging and pledging by directors; trading in company derivatives also prohibited .

Governance Assessment

• Strengths

  • Independent director; chairs Nominating & Corporate Governance and sits on Compensation Committee; Board conducts regular executive sessions and maintains an independent Chair separate from the CEO, supporting oversight quality .
  • Attendance: Board disclosed ≥75% attendance for each incumbent director in 2024, indicating baseline engagement .
  • Anti‑hedging/pledging policy reduces misalignment risk; change‑in‑control equity acceleration for directors is disclosed and standardized .

• Watch items / potential red flags

  • Significant ownership and related‑party financings: Dr. Dalal beneficially owns 7.5%; entities affiliated with him (Acuta) bought $3.75M in the PIPE; multiple board‑affiliated investors also participated (KVP/Avoro/WZCUBE), concentrating influence and creating perceived conflicts despite formal independence determinations .
  • Interlocks: Historical and current ties between directors via KVP Capital and investment funds (Dalal founder/KVP; Chair Castelein MD/KVP) can raise perception of group influence over governance and capital allocation .
  • Coordinated support: Support Agreements covering ~39.3% to approve the Divestiture/PIPE suggest high insider alignment on strategic direction; investors may scrutinize process rigor and minority shareholder protections .

Mitigants and controls:

• Audit Committee has explicit mandate to review/approve related‑party transactions; Company maintains a written related‑person transaction policy; Committee independence confirmed .
• Board confirms majority independence under Nasdaq rules, including for Dr. Dalal .

Board Governance (Detail)

Director Compensation (Detail)

Equity terms relevant to directors: Annual option grant ($58,000 fair value) vests fully by earlier of 1 year or just before the next annual meeting; 10‑year term; FMV exercise price; full acceleration upon change in control .

Related-Party Exposure (Selective)

Overall investor signal: High ownership and fund interlocks can be double‑edged—alignment via skin‑in‑the‑game vs. perception of sponsor‑driven governance. Monitoring of related‑party oversight, committee independence, and process transparency remains key .