Mark Lupher

About Mark Lupher

Mark Lupher, Ph.D., is an independent Class III director of Adverum Biotechnologies (ADVM), serving since May 2019; his current term runs through the 2026 annual meeting . Age 54 as of March 31, 2025, he holds a Ph.D. in Immunology from Harvard University and a B.S. in Microbiology from the University of Washington, with a career focused on translational pharmacology and drug development . He founded VeritasRx Consulting in 2013 and previously served as VP of Translational Pharmacology & Preclinical Development at Sutro Biopharma, and earlier as CSO and senior R&D leader at Promedior .

Past Roles

External Roles

No other public company directorships are disclosed in his ADVM proxy biography .

Board Governance

• Independence: The Board determined Dr. Lupher is independent under Nasdaq Listing Rules (Rule 5605) .
• Board class/tenure: Class III; director since May 2019; term expires at 2026 annual meeting .
• Committees:
  • Nominating & Corporate Governance Committee (member) .
  • Research & Development Committee (member) .
• Attendance: In 2023, each director attended at least 75% of Board and committee meetings held during their service, meeting ADVM’s standard; no exceptions disclosed .
• Recent composition update: In June 2024, ADVM appointed Szilárd Kiss, M.D., as a director and to the R&D Committee (Lupher continues as a member) .

Fixed Compensation

Policy framework (cash retainers for non‑employee directors) :

• Board member: $40,000/year; Board Chair: +$35,000/year
• Committee chairs: Audit $20,000; Compensation $15,000; Nominating & Governance $10,000; R&D $15,000
• Committee members (non‑chairs): Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; R&D $7,500

Notes:

• Dr. Lupher’s 2023 cash fees align with serving as Board member and non‑chair member of Nominating & Governance and R&D committees .

Policy guardrails:

• Director pay caps adopted May 22, 2024 for three years: $150k annual cap while market cap < $250mm; higher caps apply at larger market caps .

Performance Compensation

Director equity awards are service‑based stock options under ADVM’s equity plans; annual Board awards vest fully by the next annual meeting or on the first anniversary (whichever is earlier). No performance metrics are attached to director equity awards .

Plan protections: no repricing without stockholder approval; minimum 1‑year vesting (5% carve‑out); clawback applies per Dodd‑Frank/Nasdaq .

Other Directorships & Interlocks

Expertise & Qualifications

• Drug development and translational pharmacology leadership; prior executive roles at Sutro and Promedior .
• Advanced scientific training: Ph.D. (Harvard, Immunology); B.S. (UW, Microbiology) .
• Governance contributions via Nominating & Governance and R&D committees .

Equity Ownership

Additional alignment signals and policies:

• Pledging/hedging: Prohibited for officers and directors under insider trading policy .
• Related‑party exposure: Participated in the February 2024 private placement purchasing approximately $175,500 of common stock at $1.35 per share on terms substantially similar to other investors; disclosure does not reflect the subsequent reverse split (March 2024) .

Say‑on‑Pay & Shareholder Feedback

2024 AGM also approved the 2024 Equity Incentive Award Plan (10,994,082 For; 2,778,648 Against; 20,342 Abstain) .

Governance Assessment

Strengths supporting investor confidence:

• Independence: Affirmed under Nasdaq rules .
• Relevant expertise: Deep translational/drug development background aligned with R&D oversight; R&D Committee member .
• Engagement: Met attendance benchmark in 2023; active roles on two key committees .
• Alignment: Open‑market style participation in 2024 director purchase at same economic terms as other investors; no pledging/hedging permitted .
• Pay safeguards: Director pay caps tied to market cap; equity plan prohibits repricing absent shareholder approval; clawback in place .

Watch‑items / potential red flags:

• Option repricing proposal (2025 Proxy): Board seeks authority for a one‑time repricing of underwater options (including directors), with a 12‑month service retention requirement; while explicitly requiring shareholder approval and subject to policy caps, some investors view repricings as shareholder‑unfriendly without strong performance linkage .
• Ownership level: Beneficial ownership is <1% (common for small‑cap biotech directors, but may be viewed as modest “skin‑in‑the‑game”) .

Related‑Party Transactions (Director‑Specific)

• Other than the February 2024 purchase described above, the proxy’s related‑party section does not report transactions involving Dr. Lupher or his affiliates (e.g., no consulting or business dealings with ADVM) .

Director Compensation Summary (Most Recent Disclosure Year)

Policy detail for context (non‑employee director program): cash retainer and committee fees as outlined above; annual equity award sized by grant-date fair value and vests by next AGM/1 year; program reviewed by Aon and subject to three‑year caps adopted in 2024 .

Notes on Committees and Leadership

• Committee leadership: No chair roles disclosed for Dr. Lupher; he serves as a member on Nominating & Governance and R&D .
• Lead Independent Director role: Not applicable; Board Chair is Patrick Machado (independent) .

Appendix: Key References

• Board composition, age, class, terms; committee membership; independence; N&CG and R&D committee rosters .
• Biography, education, prior roles .
• Non‑employee director compensation policy; 2023 director compensation table; option vesting terms .
• Beneficial ownership for directors as of Mar 31, 2025 .
• Insider trading policy (prohibits hedging/pledging) .
• Related‑party transactions (director purchase in Feb 2024 private placement) .
• Equity plan features (no repricing without approval; clawback; minimum vesting) .
• 2025 option repricing proposal (terms, rationale, inclusion of directors; retention trigger) .
• Say‑on‑pay vote outcomes (2023, 2024) .