James Healy
About James I. Healy
James I. Healy, M.D., Ph.D., is the independent Chairman of the Board at Y-mAbs (YMAB), serving on the board since November 2017 and appointed Chairman on April 22, 2022 . He is 60 years old as of May 30, 2025, and is a General Partner at Sofinnova Investments, a biotech investment firm, bringing extensive industry and public board experience . Dr. Healy holds an M.D. and Ph.D. in Immunology from Stanford University School of Medicine and dual B.A. degrees in Molecular Biology and Scandinavian Studies from UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sofinnova Investments (formerly Sofinnova Ventures) | General Partner | Since June 2000 | Biotechnology-focused GP leadership; portfolio board representation |
| Sanderling Ventures | Various positions | Prior to June 2000 | Venture investing roles |
| Bayer Healthcare Pharmaceuticals (successor to Miles Laboratories) | Various positions | Prior to June 2000 | Pharma operating experience |
| ISTA Pharmaceuticals, Inc. | Various positions | Prior to June 2000 | Pharma operating experience |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| BioAge Labs, Inc. | Director (public) | Current | Public company board service |
| Rapport Therapeutics, Inc. | Director (public) | Current | Public company board service |
| ArriVent BioPharma | Director (public) | Current | Public company board service |
| Natera, Inc. | Director (public) | Current | Public company board service |
| Several private companies | Director | Current | Multiple private board roles |
Prior public boards include Bolt Therapeutics, CinCor Pharma, Ascendis Pharma, Coherus BioSciences, Edge Therapeutics, Iterum Therapeutics, Karuna Therapeutics, NuCana, ObsEva, among others .
Board Governance
- Role and independence: Chairman of the Board (independent); member of the Audit Committee; determined independent under Nasdaq rules .
- Committee assignments (2024): Audit Committee member; not listed on Compensation or Nominating committees in 2024 .
- Board/committee activity (2024): Board met 8 times; Audit 4, Compensation 7, Nominating 2 .
- Attendance: Each director attended at least 75% of board and relevant committee meetings in 2024; seven directors attended the 2024 annual meeting; independent directors held two executive sessions in 2024 .
- Leadership structure: Independent Chairman; no lead independent director designated given independent chair .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard Board Member retainer |
| Board Chair additional retainer | $35,000 | Board Chair premium |
| Audit Committee member retainer | $10,000 | Audit Committee membership fee |
| Total cash fees earned (2024) | $95,000 | As disclosed for Dr. Healy |
Meeting fees are not provided under the policy; directors are reimbursed for reasonable expenses .
Performance Compensation
| Equity Component | Grant/Value Basis | 2024 Healy Award (Fair Value) | Vesting |
|---|---|---|---|
| Annual stock options | Policy target $127,500 value from Apr-2024 amendment | $125,817 | Monthly over 1 year for annual awards; options priced at grant and 10-year term |
| Annual RSUs | Policy target $42,500 value from Apr-2024 amendment | $41,975 | Vest in full on earlier of 1-year or day before next AGM |
2024 awards to non-employee directors (including Dr. Healy) were granted June 11, 2024 under the amended policy; the vesting schedules above apply to annual grants .
Other Directorships & Interlocks
- Current public boards: BioAge Labs, Rapport Therapeutics, ArriVent BioPharma, Natera, Inc. (in addition to YMAB) .
- Significant shareholder linkage: Sofinnova Venture Partners X, L.P. holds 2,194,278 YMAB shares; Dr. Healy is a managing member of Sofinnova Management X‑A, L.L.C., the GP of that fund, and shares voting/dispositive power over those shares with another managing member (Maha Katabi, Ph.D., CFA) .
- Committee roles at YMAB: Member, Audit Committee; Chair of Board (non-employee) .
Expertise & Qualifications
- Advanced scientific and medical training (M.D., Ph.D. in Immunology, Stanford) and dual B.A.s (UC Berkeley) .
- Extensive biotech investing and governance experience as GP at Sofinnova; numerous public and private board roles .
- YMAB Audit Committee member (not designated the committee’s “financial expert”; that designation is held by David N. Gill) .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Direct common stock held by Healy | 28,108 | Shares owned outright |
| Derivative/awards within 60 days | 92,212 | Options/RSUs exercisable/vesting within 60 days |
| Shares held by Sofinnova Venture Partners X, L.P. | 2,194,278 | Dr. Healy is a managing member of the GP and shares voting/dispositive power over these shares |
| Anti-hedging/pledging policy | Prohibited | YMAB prohibits pledging, margin, short sales, and hedging transactions for directors |
Governance Assessment
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Strengths and positive signals:
- Independent Chairman structure enhances board oversight; no lead independent director needed given independent chair .
- Committee service on Audit supports financial oversight; Audit Committee meetings held 4 times in 2024 .
- Board and committee attendance met ≥75% threshold in 2024; independent directors held executive sessions twice, indicating active oversight .
- Strong investor support for executive compensation in 2024 say‑on‑pay (≈97% approval), indicating broad confidence in governance and pay policies .
- Robust insider trading policy bans pledging and hedging, aligning directors with shareholders .
-
Watch items and potential conflicts:
- Significant affiliated-holder influence: Dr. Healy’s role with Sofinnova Management X‑A, L.L.C., GP to a fund owning 2,194,278 YMAB shares, presents an interlock to monitor for related‑party considerations despite board’s independence determination .
- Multiple external public boards (four current) could raise overboarding/time‑commitment considerations for some investors; board reports each director met attendance thresholds in 2024 .
Independence: The board determined Dr. Healy is independent under Nasdaq rules and independent for Audit Committee service .
Director Compensation (2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (RSUs) | $41,975 |
| Option Awards | $125,817 |
| Total | $262,792 |
Outstanding at 12/31/2024: 3,495 RSUs and 88,717 options held by Dr. Healy .
Board Governance Details (Committees)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Not listed as member | 7 (committee total) |
| Nominating & Corporate Governance | Not listed as member | 2 (committee total) |
Related-Party Exposure
- Policy: All related person transactions >$120,000 or >1% of specified total assets are reviewed/approved by the Audit Committee; Chair may approve between meetings subject to ratification .
- Disclosure link: Beneficial ownership notes identify Sofinnova Venture Partners X, L.P. as a shareholder with 2,194,278 shares; Dr. Healy, as a managing member of the GP, shares voting/dispositive power over those shares .
- No specific related‑party transactions were disclosed beyond beneficial ownership in the 2025 proxy .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: Approximately 97% approval for 2023 compensation at the 2024 meeting; the board plans annual say‑on‑pay; engagement conducted with holders of over 45% of outstanding shares in Jan 2025 .
These signals inform overall governance quality during Dr. Healy’s chairmanship.