Behzad Aghazadeh
About Behzad Aghazadeh
Behzad Aghazadeh, Ph.D., age 53, is a Class III director at Whitehawk Therapeutics (WHWK) serving since August 2021 with his current term expiring at the 2026 annual meeting; he is deemed independent under Nasdaq rules . He is Managing Partner and Portfolio Manager at Avoro Capital Advisors, former Executive Chairman of Immunomedics, and currently on the board of Scribe Therapeutics (private), with advanced degrees in Physics (LMU Munich) and Biochemistry & Biophysics (Cornell) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunomedics, Inc. | Executive Chairman | Mar 2017 – Oct 2020 | Led governance during strategic repositioning prior to sale to Gilead |
| Booz Allen (Healthcare) | General management consultant | Prior to Avoro (6 years) | Senior advisory to executive teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avoro Capital Advisors LLC | Managing Partner & Portfolio Manager | Since Jul 2011 | Controls Avoro Life Sciences and Avoro Ventures entities related to WHWK PIPE; controlling person for >5% holder |
| Scribe Therapeutics Inc. | Director | Current | Private molecular engineering company (CRISPR-based medicines) |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (chair: Dr. Anupam Dalal); not chair of any committee .
- Independence: Board determined Aghazadeh is independent under Nasdaq rules; majority of WHWK’s Board is independent .
- Attendance: Board held 13 meetings in 2024; all incumbent directors attended at least 75% of Board and assigned committee meetings; executive sessions of independent directors are held regularly .
- Term/tenure: Class III; term expires 2026 annual meeting; director since 2021 .
- Legal proceedings: No material legal proceedings involving directors, including Aghazadeh .
Fixed Compensation
| Component | Policy Detail | 2024 Amount ($) | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $40,000 | 44,500 | Includes committee membership fees per policy |
| Committee membership fees (cash) | Audit: $8,000; Compensation: $6,000; Nominating: $4,500 (members); Chairs receive higher fees | Included in above | Aghazadeh serves on Nominating & Corporate Governance (member) |
| Option awards (annual grant) | Policy: $58,000 grant-date fair value; 10-year term; 100% FMV strike; vest fully by next AGM anniversary | 57,999 | Granted under 2021 Plan |
| Total | 102,499 | No stock awards; no other comp |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance-based equity (PSUs/TSR-linked) | None disclosed for directors | Director equity grants are options with time-based vesting; no stated performance metrics |
| Change-in-control treatment | Full acceleration of outstanding director equity awards at closing, if serving through closing | Applies under 2021 Plan terms |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Scribe Therapeutics Inc. | Private | Director | No disclosed WHWK transactions with Scribe; low direct conflict risk |
| Immunomedics, Inc. | Public (acquired) | Former Executive Chairman | Historical role; not current interlock |
| Avoro Life Sciences Fund/Avoro Ventures | Private funds | Controlling person | Avoro entities are 19.9% beneficial owners of WHWK and participated in WHWK’s PIPE; related-party oversight applies |
Expertise & Qualifications
- 25+ years biopharma experience; 15+ years institutional investor; strategy consulting background (Booz Allen) .
- Advanced scientific training (LMU Munich MSc; Cornell PhD), aligning with WHWK oncology focus .
- Capital markets expertise through Avoro, enhancing financing strategy and investor engagement .
Equity Ownership
| Holder/Capacity | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Behzad Aghazadeh (incl. Avoro entities) | 11,914,961 | 19.9% | Avoro Life Sciences Fund and Avoro Ventures: 11,804,752 shares/warrants; Aghazadeh options exercisable within 60 days: 110,209 shares |
| Policy constraints | — | — | Pre-Funded Warrants subject to 19.99% cap; insider policy prohibits hedging/pledging/margin accounts |
- As of Dec 31, 2024, Aghazadeh held options to purchase 110,209 WHWK shares; total beneficial ownership is constrained by warrant caps to 19.99% .
- Shares outstanding at record date: 46,784,618 (used to compute percentages) .
Insider Trades
| Date | Filer | Form | Notes |
|---|---|---|---|
| 2025-06-16 | Avoro Capital Advisors LLC | Form 4 | Filing includes Power of Attorney signed by Behzad Aghazadeh on April 25, 2025; see WHWK IR archive |
Governance Assessment
- Board effectiveness: Aghazadeh adds deep biotech and capital markets expertise; serves on Nominating & Corporate Governance, contributing to board composition and governance guidelines . Independence affirmed; Board maintains separate Chair and CEO roles, and regular executive sessions of independent directors .
- Ownership alignment: Significant “skin in the game” via 19.9% beneficial stake tied to Avoro entities; director options provide additional alignment; company policy prohibits hedging or pledging, reducing misalignment risk .
- Conflicts/related party: Avoro’s PIPE participation ($19.998 million via 8,333,000 pre-funded warrants) creates potential conflict; mitigated by disclosed related-party transaction policy and Audit Committee oversight, and registration rights agreement disclosure . Support Agreements show coordinated voting by directors/affiliates for Divestiture and PIPE, which is transparent but concentrates influence (monitor ongoing governance balance) .
- Attendance and engagement: Board met 13 times in 2024; all incumbents met at least 75% attendance; Aghazadeh is classified as independent and on an active committee—indicators of engagement .
- Compensation signals: Director cash retainer modest; equity via options with time-based vesting and full acceleration on change-of-control—standard for biotech boards; no performance-linked director equity disclosed (neutral for pay-for-performance) .
RED FLAGS
- Major shareholder-director dual role: As controlling person of Avoro, a 19.9% beneficial owner, Aghazadeh’s influence is material; PIPE participation and Support Agreements heighten potential conflicts—requires robust Audit Committee and independent director scrutiny .
- Change-in-control acceleration: Full vesting of director awards upon change-of-control may incentivize deal timing; common practice but worth monitoring in strategic transactions .
Notes on Director Compensation Policy (for context)
| Policy Element | Amount/Term | Vesting |
|---|---|---|
| Initial option grant (on appointment) | $106,000 grant-date fair value (reduced from $325,000 in May 2024) | Monthly over 36 months |
| Annual option grant (for continuing directors) | $58,000 grant-date fair value (reduced from $180,000 in May 2024) | Fully vests by next AGM anniversary |
| Exercise/term | FMV strike; 10-year term | — |
| Change-in-control | Full acceleration | — |
Director’s 2024 Equity Position (as of 12/31/2024)
| Metric | Amount |
|---|---|
| Options outstanding | 110,209 WHWK options |
| Options exercisable within 60 days of 4/17/2025 | 110,209 WHWK options |
Transaction Participation (PIPE Financing)
| Investor | Shares Purchased | Pre-Funded Warrants Purchased | Total Purchase Price ($) |
|---|---|---|---|
| Entities affiliated with Avoro | — | 8,333,000 | 19,998,367 |
Compliance & Policies
- Related-person transaction review: Audit Committee reviews/monitors related party transactions (including director-affiliated financing) .
- Insider trading policy: Prohibits short sales, options trading (other than compensatory awards), hedging, pledging, and margin accounts for directors .
Conclusion
Aghazadeh’s deep sector and investment expertise are valuable, and his independence and committee membership support governance effectiveness; however, his dual role as a major shareholder via Avoro and director, plus PIPE participation and coordinated support agreements, present potential conflicts that warrant ongoing Audit Committee oversight and transparent disclosure to preserve investor confidence .