Dawn Svoronos
Adverum BiotechnologiesAbout Dawn Svoronos
Independent Class I director at Adverum Biotechnologies (ADVM) since December 2020; age 71 as of March 31, 2025; current term runs through the 2027 annual meeting . She brings 30+ years of biopharma experience from Merck & Co., including President roles for Europe/Canada and Canada, and VP for Asia Pacific; B.A. in English and French literature from Carleton University (Ottawa) . The Board determined she is independent under Nasdaq rules and eligible for Audit and Compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Europe/Canada | 2009–2011 | Senior commercial leadership across ex-U.S. markets |
| Merck & Co., Inc. | President, Canada | 2006–2009 | Country P&L and commercial oversight |
| Merck & Co., Inc. | Vice President, Asia Pacific | 2005–2006 | Regional commercial leadership |
| Merck & Co., Inc. | Various roles of increasing seniority | >20 years (ending 2011) | Extensive global commercial experience |
External Roles
| Organization | Role | Tenure/Status | Notes / Interlocks |
|---|---|---|---|
| Xenon Pharmaceuticals Inc. | Chair of the Board | Current | Also an external board where ADVM director Patrick Machado serves; Board considered and maintained independence |
| ACELYRIN, INC. | Director | Current | Also an external board where Patrick Machado serves; Board considered and maintained independence |
| Theratechnologies, Inc. | Director | Current | External public biopharma directorship |
| Agnovos Healthcare Company (private) | Director | Current | Privately held biotechnology company |
| Endocyte, Inc. | Director | Former | Prior public company directorship |
| Global Blood Therapeutics, Inc. | Director | Former | Prior public company directorship |
| PTC Therapeutics, Inc. | Director | Former | Prior public company directorship |
Board Governance
- Committee assignments: Audit Committee member (financial literacy requirements met by all members; Audit Chair is Patrick Machado); Nominating & Corporate Governance (NCG) Committee Chair; not on Compensation or R&D Committees .
- Independence: In March 2025, the Board affirmed her independence under Nasdaq Rule 5605; also affirmed Audit Committee independence; Board explicitly reviewed interlocks (shared ACELYRIN and Xenon boards with Patrick Machado) and maintained independence determinations .
- Board/class/tenure: Class I director; term expires at 2027 annual meeting .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and committee meetings on which they served (Board met 4x; Audit 9x; Compensation 8x; NCG 5x; R&D 2x) .
Fixed Compensation
| Component | Policy Amount | 2024 Amount for Svoronos |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Included in $60,000 total cash fees |
| Audit Committee member (non-chair) | $10,000 | Included in $60,000 total cash fees |
| NCG Committee Chair | $10,000 | Included in $60,000 total cash fees |
| Total cash fees | — | $60,000 |
Additional policy notes: Non-employee Chair of the Board retainer $35,000; Compensation Committee chair/member retainers $15,000/$7,500; R&D Committee chair/member $15,000/$7,500; cash portion reviewed by Aon in May 2024 and kept unchanged; market-cap based annual director pay caps ($150k while market cap < $250m; scaling up with market cap) effective for three years beginning May 22, 2024 .
Performance Compensation
| Element | 2024 Grant/Value | Vesting/Terms | Outstanding (12/31/2024) |
|---|---|---|---|
| Stock options (annual) | $59,197 grant-date fair value (ASC 718) | Annual “Board Annual Award” options vest in full by the earlier of first anniversary of grant or next annual meeting; Initial Options vest ratably over 3 years; 10-year term; change-in-control acceleration to fully vested/exercisable | 27,020 shares underlying options (no RSUs) |
Program structure: Equity for directors delivered in stock options (not RSUs/PSUs), with grant sizes targeted to peer group median on dilution basis per Aon’s recommendation in May 2024 . Awards are subject to the company’s clawback policy to the extent applicable under plan documents and listing standards; broader incentive compensation clawback applies to executive officers per 10-K exhibit; non-employee directors receive automatic initial/annual grants per policy .
Other Directorships & Interlocks
- Shared external boards: Both Svoronos and ADVM board chair Patrick Machado serve on ACELYRIN, INC. and Xenon Pharmaceuticals boards; the ADVM Board considered these relationships in independence determinations and affirmed independence .
- No related-party transactions: The proxy’s related-party section discloses transactions (e.g., FLG Partners CFO consulting; family relationship for a non-director employee) with no involvement by Svoronos .
Expertise & Qualifications
- Global commercial biopharma leadership: Led Merck businesses across Europe/Canada, Canada, and Asia Pacific; 30+ years in industry .
- Governance: Chair of ADVM’s NCG Committee; Audit Committee member; Audit Committee members (including Svoronos) meet financial literacy standards under SEC and Nasdaq rules .
- Education: B.A., Carleton University (English and French literature) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Basis Date | Notes |
|---|---|---|---|---|
| Dawn Svoronos | 21,500 | <1% | March 31, 2025 | Beneficial ownership includes shares and options exercisable within 60 days of the date |
| Options outstanding (all maturities) | 27,020 underlying shares as of 12/31/2024 | — | December 31, 2024 | No RSUs held by non-employee directors at 12/31/2024 |
Policy notes: ADVM prohibits hedging and pledging (margin, pledges, zero-cost collars, forward sales) for directors, officers, and employees .
Governance Assessment
-
Strengths
- Independent director with deep global commercial experience; chairs NCG and serves on Audit, indicating strong governance involvement and financial literacy .
- Attendance threshold met (≥75%) amid active committee workload in 2024 .
- Director pay capped relative to market cap for three years; equity delivered via options with meeting/anniversary vesting—aligns value with shareholders and limits cash-heavy pay .
- Board independence explicitly reaffirmed after considering external board overlaps; transparent disclosure of interlocks .
-
Watch items / potential red flags
- Option repricing program approved in 2025 (company-wide, including directors): stockholders approved reducing exercise prices for certain underwater options; potential payouts for “all directors who are not executive officers” rise materially under repricing scenarios—investors may scrutinize alignment and optics of repricing .
- Multiple external public boards (Xenon chair; ACELYRIN; Theratechnologies): valuable network and experience, but time commitments and interlocks (with ADVM chair) warrant monitoring for perceived influence or information flow risks; Board considered and maintained independence .
-
Shareholder sentiment signal
- 2025 say‑on‑pay approved (For: 11,757,482; Against: 745,415; Abstain: 212,639); equity plan amendment and option repricing proposals also approved, indicating shareholder tolerance/support for the compensation framework and retention tools in current context .
Director Compensation (Detail for 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 60,000 |
| Option Awards (grant-date fair value) | 59,197 |
| Total | 119,197 |
Reference policy cash retainer schedule: Board member $40,000; Audit member $10,000; NCG Chair $10,000; additional committee retainers per policy; market-cap based total annual director pay caps instituted May 22, 2024 .
Board Governance (Committee Structure Snapshot)
| Committee | Role | Members |
|---|---|---|
| Audit | Member | Machado (Chair), Scopa, Svoronos |
| Nominating & Corporate Governance | Chair | Svoronos (Chair), Lupher, Tuckson, Whitcup |
Related Policies and Controls
- Hedging/Pledging: Prohibited for directors, officers, employees .
- Clawback: Incentive Compensation Recoupment Policy adopted to comply with Rule 10D‑1 and Nasdaq 5608; applies to current/former executive officers; director equity awards are administered under plan documents referencing recoupment as applicable .
- Compensation consultant: Aon advises the Compensation Committee; independence affirmed; Aon also assesses non‑employee director compensation program .
Notes on Shareholder Votes (Context)
| Proposal (2025 Annual Meeting) | Result (votes) |
|---|---|
| Say‑on‑Pay (Advisory) | For 11,757,482; Against 745,415; Abstain 212,639; Broker non‑votes 4,170,898 |
| 2024 Plan Amendment & Restatement | For 11,330,663; Against 1,194,133; Abstain 190,740; Broker non‑votes 4,170,898 |
| Option Repricing Approval | For 9,442,652; Against 3,064,709; Abstain 208,175; Broker non‑votes 4,170,898 |
Summary
- Svoronos is a highly experienced, independent director with meaningful committee leadership (NCG Chair) and Audit participation; attendance and independence standards are met .
- Compensation is balanced between cash retainers tied to roles and time‑vested stock options; program guardrails include market‑cap based caps and continued use of options over RSUs .
- Key governance watch item is the 2025 option repricing (approved), which can attract investor scrutiny; however, shareholders supported the proposal alongside say‑on‑pay and plan amendments, providing a supportive governance signal in the near term .