Neil Desai
About Neil Desai
Neil Desai, Ph.D. (age 60) is a Class I director of Whitehawk Therapeutics (term expiring 2027). He founded Private Aadi in 2011, served as CEO through the August 2021 merger, then as Whitehawk CEO and later Executive Chairman until October 1, 2024; he is currently CEO of Aanastra, Inc. (private RNA therapeutics). The Board has determined Dr. Desai is not independent due to employment within the last three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whitehawk Therapeutics, Inc. | Executive Chairman | Jan 2023 – Oct 2024 | Executive leadership; board transition following FYARRO divestiture |
| Whitehawk Therapeutics, Inc. | President & CEO; Director | Aug 2021 – Jan 2023 | Led post‑merger integration after Aadi/Aerpio combination |
| Private Aadi (Aadi Subsidiary, Inc.) | Founder; President & CEO; Director | Oct 2011 – Aug 2021 | Built company to merger with Aerpio (now Whitehawk) |
| Celgene (now BMS) | VP, Strategic Platforms | Oct 2010 – Oct 2016 | Strategic platform leadership |
| Abraxis BioScience (acquired by Celgene) | SVP, Global R&D; prior VP R&D | Mar 1999 – Oct 2010 | R&D leadership across oncology assets |
| American BioScience and predecessors | Various roles | Pre‑1999 – 1999 | R&D/leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aanastra, Inc. (private) | Chief Executive Officer | Current | In vivo targeted RNA therapeutics |
Board Governance
| Item | Details |
|---|---|
| Board class/term | Class I; term ends 2027 |
| Independence | Not independent (recent employment within last three years) |
| Committees | None listed on Audit, Compensation, or Nominating & Corporate Governance committees as of the proxy |
| Attendance | Board met 13 times in 2024; each incumbent director attended at least 75% of Board and committee meetings served |
| Executive sessions | Board regularly holds executive sessions of independent directors |
| Board leadership | Chair separate from CEO (Chair: Caley Castelein, M.D.) |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non‑employee director policy) | $40,000 per year | |
| Chair of Board additional retainer | $26,000 per year | |
| Committee retainers – Audit | Chair: $20,000; Member: $8,000 | |
| Committee retainers – Compensation | Chair: $12,000; Member: $6,000 | |
| Committee retainers – Nominating & Gov. | Chair: $9,000; Member: $4,500 | |
| Director equity (Initial Grant) | Stock option; grant date fair value $106,000; vests monthly over 36 months | |
| Director equity (Annual Grant) | Stock option; grant date fair value $58,000; vests fully by next AGM | |
| 2024 cash received by Neil Desai as outside director | $10,000 retainer for service commencing Oct 1, 2024 (pro‑rated) |
Notes:
- Director awards are options (not RSUs) under the 2021 Plan; 10‑year max term; strike price at FMV on grant date; full acceleration upon change in control for non‑employee directors .
Performance Compensation
| Element | Details |
|---|---|
| Director performance metrics | No performance‑based metrics disclosed for director compensation; outside director equity is time‑based stock options per policy |
Employment/Separation Terms (Context for alignment and conflicts)
| Item | Term |
|---|---|
| Transition Agreement (effective Oct 1, 2024) | Severance $1,072,539 paid over 18 months; COBRA premiums for up to 18 months; acceleration of time‑based equity equal to 18 months’ additional vesting; post‑termination option exercise window up to 12 months; continues to vest while serving as director, per award terms |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No current public company directorships disclosed for Dr. Desai |
Related party and interlocks context:
- Multiple directors or affiliates participated in the Dec 2024 PIPE (e.g., Avoro/Dr. Aghazadeh; Acuta/Dr. Dalal; KVP/Dr. Castelein; WZCUBE/Dr. Zhao), but Dr. Desai is not listed among PIPE investors .
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | B.S. Chemical Engineering, University Institute of Chemical Technology (Mumbai); M.S. & Ph.D. Chemical Engineering, University of Texas at Austin |
| Domain expertise | Oncology drug development; R&D leadership; company formation and scaling |
| Board qualifications | Founder-CEO background; prior CEO and Executive Chair tenure at Whitehawk/Aadi |
Equity Ownership
| Holder | Form | Shares/Options | % Outstanding | Notes |
|---|---|---|---|---|
| Neil Desai | Beneficial ownership total | 2,276,066 | 4.9% | Based on 46,784,618 shares outstanding as of Apr 17, 2025 |
| — | Direct/indirect shares | 1,171,543 (Anishka Family Trust) + 639,698 (Anishka Irrevocable 2016 Trust; beneficial ownership disclaimed except pecuniary interest) | — | |
| — | Options exercisable within 60 days | 464,825 | — | |
| Pledging/hedging | Company policy prohibits hedging and pledging by directors and others | — |
Say‑on‑Pay & Shareholder Feedback (context)
| Proposal (Annual Meeting June 11, 2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (advisory) | 18,855,748 | 4,692,033 | 14,168 | 5,128,059 |
| Director elections (Class II nominees) | 19.4M–19.38M for; 4.16M–5.03M withheld | — | — | 5,128,059 |
Governance Assessment
-
Strengths
- Significant ownership (4.9%) aligns interests with shareholders; options continue to provide upside (464,825 options exercisable within 60 days) .
- Board structure separates Chair and CEO; executive sessions of independent directors are held .
- Attendance threshold met (≥75% for incumbents in 2024) .
-
Watch items / potential red flags
- Not independent due to recent employment; independence could be reassessed after look‑back period ends .
- Transition Agreement grants substantial severance ($1.07M), extended COBRA, accelerated time‑based vesting, and continued vesting while serving as director—can raise questions about ongoing alignment and board independence during the vesting period .
- Concentrated influence from investor‑affiliated directors (PIPE participation by other directors/affiliates) though no specific related‑party transaction disclosed for Dr. Desai himself .
-
Compensation structure observations
- Director compensation emphasizes cash retainers plus time‑based options; no performance metrics for directors, which reduces risk of short‑termism but also lacks explicit pay‑for‑performance linkage at the board level .
- Dr. Desai’s 2024 outside director cash ($10,000 pro‑rated Q4) is modest; no 2024 director equity disclosed for him as a non‑employee director (policy indicates an annual option grant post‑AGM) .
-
Related‑party/Conflicts
- No related‑party transactions disclosed involving Dr. Desai for 2023–2025; company has audit committee oversight and a related‑person transactions policy .
-
Shareholder sentiment
- 2025 say‑on‑pay passed with strong support by share count (18.9M for vs 4.7M against) .
Overall, Dr. Desai brings deep company‑specific and industry expertise with meaningful ownership. The primary governance consideration is his non‑independent status and continued vesting under a separation package while remaining on the board; investors should monitor future independence status, any committee appointments once independent, and any evolution in board composition or related‑party exposures .