C. David Nicholson

About C. David Nicholson

Independent director of Adverum Biotechnologies since November 2023; age 70. Former EVP and Chief R&D Officer at Allergan plc (2015–2020), after roles as SVP at Actavis Global Brands R&D and executive leadership at Bayer Crop Science. Educated in pharmacology (B.Sc., University of Manchester) and holds a Ph.D. from the University of Wales; deep drug development and ophthalmology experience underpin his board contributions.

Past Roles

External Roles

Board Governance

• Classification: Class III Director; term expires at the 2026 Annual Meeting. Independent per Nasdaq rules (Board review March 2025).
• Committee assignments: Research & Development Committee member; R&D Committee responsibilities include oversight of R&D strategy, programs, and opportunities. Current members: Whitcup (Chair), Kiss, Lupher, Nicholson.
• Attendance: In 2024, each director attended at least 75% of Board and committee meetings held while serving; Board met 4x, R&D Committee met 2x.
• Governance structure: Classified board; Chair separate from CEO (Chair: Patrick Machado).
• Shareholder voting signals: 2025 Say‑on‑Pay votes For 11,757,482; Against 745,415; Abstain 212,639. 2024 Say‑on‑Pay supported by ~88% of votes cast.

Fixed Compensation

• Policy schedules (cash retainers):
  • Board member annual cash retainer: $40,000.
  • Committee non‑chair member: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; Research & Development $7,500.
  • Committee chair: Audit $20,000; Compensation $15,000; Nominating $10,000; R&D $15,000; Non‑employee Chair of Board: $35,000.
• Director compensation caps (3‑year limits by market cap): $150k (<$250mm); $250k ($250–$500mm); $400k ($500mm–$1bn); $475k (>$1bn).
• Nicholson 2024 cash fees received: $47,500.

Performance Compensation

Performance metrics: Director equity is time‑based options; no revenue/EBITDA/TSR conditions apply to director grants.

Other Directorships & Interlocks

• Current public board: Actinium Pharmaceuticals (Lead Independent Director). No disclosed interlocks affecting independence; Board explicitly reviewed independence and noted interlocks for other directors (Machado/Svoronos and Tuckson/Fischer), not Nicholson.

Expertise & Qualifications

• Pharmacology and drug development leadership across Big Pharma and biotech; proven ophthalmology experience relevant to Adverum’s gene therapy focus. Degrees: B.Sc. Pharmacology (University of Manchester), Ph.D. (University of Wales).

Equity Ownership

Governance Assessment

• Independence and fit: Independent director with R&D leadership and ophthalmology expertise; serves on the R&D Committee, aligning domain expertise with committee remit. Attendance met Company standard (≥75%).
• Compensation alignment: Cash fees consistent with policy and market caps; equity delivered via time‑based stock options, consistent with broader director program; non‑employee director compensation capped and monitored by Compensation Committee with Aon support.
• Ownership alignment: Beneficial ownership is modest (2,667 shares via near‑term exercisable options); pledging and hedging explicitly prohibited, reducing alignment risks.
• Conflicts/related‑party exposure: No director‑related related‑party transactions disclosed for Nicholson; Company’s RPT policy requires Audit Committee pre‑approval and arm’s‑length review.
• Shareholder signals: Strong Say‑on‑Pay support (2024 ~88%; 2025 vote counts favorable), suggesting investor confidence in compensation governance; non‑employee directors excluded from 2025 employee option repricing, avoiding direct benefit from repricing.
• Structural considerations: Classified board can reduce agility in board refreshment; however, Chair and CEO are separated, and committee independence standards are met.

RED FLAGS

• Company‑wide equity dynamics: Elevated historical burn rate and option repricing for employees (not directors) may be viewed cautiously by some investors; however, stockholders approved the Amended 2024 Plan and the one‑time repricing with retention conditions, and non‑employee directors were excluded.
• Low personal ownership: Nicholson’s direct beneficial stake is small in absolute terms; while common for outside directors, investors often prefer higher “skin in the game.”

Director Compensation Details (Reference)

Committee Summary

Say‑on‑Pay & Shareholder Feedback

• 2024 advisory vote approval ~88% of votes cast; leadership continued investor outreach to top holders on strategy, financing, board culture, diversity.
• 2025 Annual Meeting results: Say‑on‑Pay For 11,757,482; Against 745,415; Abstentions 212,639.

Policies Relevant to Governance Risk

• Insider trading policy in place; Board Corporate Governance Guidelines publicly available.
• Prohibition on hedging and pledging for directors/officers/employees.
• Clawback policy (Dodd‑Frank/Nasdaq compliant) adopted; no recovery triggered for 2024 due to lack of incentive compensation tied to financial reporting measures.

Notes on Equity Plan Governance

• Amended 2024 Plan approved; non‑employee director compensation limited to $750k per fiscal year ($1,000k if first‑year director); equity awards subject to minimum one‑year vesting with limited exceptions; no repricing without stockholder approval.