James Scopa
Adverum BiotechnologiesAbout James Scopa
Independent director since May 2019; age 66 as of March 31, 2025. Background spans venture capital and healthcare investment banking: Managing Director and investment committee member at MPM Capital (2005–2017), and 18 years advising biopharma and medical device growth companies at Deutsche Banc Alex. Brown & Sons and Thomas Weisel Partners; education includes A.B., M.B.A., and J.D. from Harvard (Harvard College, Harvard Business School, Harvard Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MPM Capital | Managing Director; Investment Committee | 2005–2017 | Life sciences VC investor; board service experience |
| Deutsche Banc Alex. Brown | Managing Director; Global Co-Head Healthcare IB | Part of 18-year IB career | Led healthcare investment banking coverage |
| Thomas Weisel Partners | Investment Banker | Part of 18-year IB career | Advised growth biopharma/medtech companies |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Aligos Therapeutics, Inc. | Director | Current | Public biopharma board |
| Neuron23, Inc. (private) | Director | Current | Private company board |
| Hevolution, LLC | Board and Advisory Board Member | Nov 2023 | Board/advisory capacities |
| OneVentures (Australia) | Advisory Board & Investment Advisory Committee | Jul 2017 | VC advisory roles |
| Prior: DICE Therapeutics, Blade Therapeutics | Director | Prior | DICE sold to Eli Lilly; Blade prior service |
| Prior: Semma Therapeutics, True North Therapeutics, iPierian | Director | Prior | All exited via strategic sales (Semma→Vertex; True North→Bioverativ; iPierian→BMS) |
Board Governance
- Board class and tenure: Class II director; nominated in 2025 to serve until the 2028 Annual Meeting if elected; director since May 2019 .
- Independence: Board determined Scopa is independent under Nasdaq 5605; also independent for Audit and Compensation Committees .
- Committees: Audit Committee member; Compensation Committee Chair (members: Scopa [Chair], Hong, Machado, Tuckson) .
- Attendance and engagement: In 2024, Board met 4x; Audit 9x; Compensation 8x; each director attended at least 75% of applicable meetings. In 2023, Board met 4x; Audit 4x; Compensation 9x; each director attended at least 75% .
- Shareholder engagement: Compensation Committee outreach after 2024 say-on-pay; discussions led by Chair of the Board (Machado), Compensation Chair (Scopa), and Nominating/Governance Chair (Svoronos); no specific concerns raised .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,000 | — | 124,197 (incl. equity; see next section) |
| 2023 | 65,000 | — | 111,704 (incl. equity; see next section) |
Performance Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual option award (policy) | Non-employee director annual option grant; grant-date FV $260,000; cap 4,000 shares (post-reverse split); vests in full on earlier of 1-year or next annual meeting; 10-year max term | |
| Initial option grant (policy) | Upon joining board; grant-date FV $520,000; cap 8,000 shares (post-RS); vests ratably annually over 3 years; 10-year max term | |
| 2024 option awards (value) | Aggregate grant-date fair value for Scopa | $59,197 |
| 2023 option awards (value) | Aggregate grant-date fair value for Scopa | $46,704 |
| Options outstanding (Dec 31, 2024) | Shares underlying options held by Scopa | 34,686 shares |
| Options outstanding (Dec 31, 2023) | Shares underlying options held by Scopa | 24,166 shares |
| 2024 Plan awards as of Mar 31, 2025 | Shares subject to awards granted under 2024 Plan (nominee-specific) | 10,520 shares (Scopa) |
| Repricing proposal (2025) | Board proposal to reduce exercise prices of underwater options to closing price on repricing date; retention period up to 12 months; director repricings capped to keep annual compensation within policy limits ($150,000) |
Note: ADVM maintained an annual limit for non-employee director compensation under the equity plan (aggregate cap $750,000; $1,000,000 in first-year appointment), measured by grant-date FV plus cash fees .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Aligos Therapeutics, Inc. | Public | Director | No ADVM-related transactions disclosed |
| Neuron23, Inc. | Private | Director | No ADVM-related transactions disclosed |
| Hevolution, LLC | Private | Board & Advisory Board Member | No ADVM-related transactions disclosed |
| OneVentures | VC | Advisory Boards | No ADVM-related transactions disclosed |
| Prior boards (DICE, Blade, Semma, True North, iPierian) | Public/Private | Director | Exits via M&A; no ADVM interlocks disclosed |
- Board independence review noted interlocks for other directors (Machado, Svoronos) but did not flag conflicts for Scopa .
Expertise & Qualifications
- Financial sophistication: Audit Committee confirms all members (including Scopa) meet SEC/Nasdaq financial literacy requirements; Audit Committee Financial Expert designation assigned to Machado, not Scopa .
- Domain expertise: Extensive VC and IB background in biotech/biopharma, plus public board experience aligning with ADVM’s stage and capital needs .
- Education: Harvard College (A.B.), Harvard Business School (M.B.A.), Harvard Law School (J.D.) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Mar 31, 2025) | 36,833 shares; less than 1% of outstanding |
| Basis for % | 20,889,175 shares outstanding as of Mar 31, 2025 |
| Options outstanding (Dec 31, 2024) | 34,686 shares underlying options |
| Options outstanding (Dec 31, 2023) | 24,166 shares underlying options |
| Shares pledged as collateral | Prohibited by insider trading policy |
| Hedging | Prohibited (no zero-cost collars, forwards, etc.) |
| Insider purchases | Feb 2024: Scopa purchased approx. $135,000 of common stock in concurrent private placement at $13.50 per share (on substantially same terms as broader placement) |
Fixed Compensation Structure (Directors)
| Element | Policy Detail |
|---|---|
| Cash retainers/fees | Paid to non-employee directors; specific committee fee schedules not enumerated in proxy; total cash recorded in annual tables |
| Equity awards | Options only; no RSUs for directors reported at year-end 2023/2024 |
| Ownership guidelines | Not disclosed in the proxies provided |
Compensation Committee Analysis
- Composition: Scopa (Chair), Hong, Machado, Tuckson; all independent and non-employee directors .
- Consultant: Aon engaged since 2019; advises on peer selection, benchmarking, LTIs, director compensation; Compensation Committee assessed Aon’s independence; approx. $150,291 paid in 2024; no conflicts identified .
- Say-on-pay: 2024 support ~88% per proxy; vote detail also disclosed in 8-K (12,184,261 For; 1,589,765 Against; 19,046 Abstentions; broker non-votes excluded) .
- Shareholder outreach: Engagement led by Compensation Chair Scopa; no specific concerns raised on executive comp .
Related Party Transactions and Conflicts
- Director purchases in financing: Scopa’s $135,000 purchase in February 2024 private placement disclosed; no adverse related-party terms noted (price $13.50 per share; otherwise substantially same terms as placement) .
- Other related party items: No transactions involving Scopa reported above materiality thresholds; broader related party disclosures include consulting arrangements with others (e.g., FLG Partners; Dr. Beckman; family relation of Dr. Sareh/Setareh Seyedkazemi), none involving Scopa .
Governance Assessment
- Strengths: Independent status; Compensation Committee Chair with demonstrable shareholder engagement; consistent attendance; prohibitions on hedging/pledging; insider purchase signals alignment; audit and comp committee service supports oversight rigor .
- Alignment: Beneficial ownership and options exposure, plus participation in financing round, indicate skin-in-the-game despite <1% ownership; directors receive equity through options with performance sensitivity to stock price .
- Watch items / potential red flags: 2025 option repricing proposal includes director eligibility; while bounded by policy limits and retention requirements, repricing can be viewed as shareholder-unfriendly if implemented; monitor execution terms and outcomes . No stock ownership guidelines disclosed for directors; absence may reduce formal alignment signals .
- Say-on-pay trajectory: Improved support (~88% in 2024 vs prior years) suggests rising investor confidence in comp governance; maintain outreach and transparency under Scopa’s committee leadership .