Rabia Gurses Ozden

About Rabia Gurses Ozden

Rabia Gurses Ozden, M.D., age 57, has served as Adverum Biotechnologies’ Chief Medical Officer (CMO) since June 10, 2024, after serving on Adverum’s Board from March 2022 to June 2024 and resigning her directorship upon appointment as CMO . She brings 20+ years of ophthalmology drug development experience in AAV gene therapy, with prior senior roles at Ocular Therapeutix (CMO), Akouos (Chief Development Officer), Nightstar Therapeutics (CMO), AGTC (VP, Clinical R&D), and earlier leadership roles at GSK, Quark, Bausch & Lomb, and Carl Zeiss Meditec; she holds an M.D. from Hacettepe University, completed ophthalmology residency at Ankara University, and a glaucoma fellowship at New York Eye and Ear Infirmary . Under Adverum’s program during her tenure, the company delivered 52-week LUNA Phase 2 topline results in November 2024 and initiated the ARTEMIS Phase 3 trial in March 2025 for Ixo-vec in wet AMD, with a second Phase 3 (AQUARIUS) planned for 2H25 .

Past Roles

Fixed Compensation

Performance Compensation

• Annual cash incentive structure (2024): company goals and weightings below; the Compensation Committee certified 100% achievement, yielding full target payout (pro‑rated for start date) .

• 2024 equity awards (options):

Equity Ownership & Alignment

• Beneficial ownership (as of March 31, 2025): 12,000 shares (<1%) .
• Shares subject to equity awards (as of March 31, 2025): 8,125 full‑value awards and 189,760 options; total 197,885, equal to 0.9% of shares outstanding and pre‑funded warrants (reference metric for awards, not ownership) .
• Options distribution and pricing (as of March 31, 2025):

• Outstanding equity detail (12/31/2024):

• Hedging/pledging: Adverum prohibits hedging and pledging by officers/directors under its insider trading policy (reduces alignment risk from collateralized positions) .

• Ownership guidelines: Not disclosed for executives in the proxy materials reviewed.

Employment Terms

• Appointment and status: Appointed CMO effective June 10, 2024; resigned from Board concurrently .

• Severance (non‑CIC):

  • During first year of employment: 3 months base salary and up to 3 months COBRA if terminated without cause or constructive termination .
  • After first year: 9 months base salary and up to 9 months COBRA under same conditions .
  • Estimated non‑CIC termination benefits as of 12/31/2024: $125,000 cash severance and $7,300 COBRA; no equity acceleration value at that date (options underwater) .

• Change‑in‑control (double‑trigger within 3 months pre to 12 months post CIC): Lump sum cash equal to 12 months base salary, up to 12 months COBRA, and accelerated vesting of all outstanding equity awards (subject to release) . Proxy estimates as of 12/31/2024 showed no equity acceleration value due to underwater options at $4.67 close; CIC cash $500,000 and COBRA $29,202 .

• Golden parachute estimates in connection with November 2025 tender offer: Cash $518,904; Equity $1,161,269; Perquisites/benefits $32,108; Total $1,712,281 (assumptions described in Schedule 14D‑9) . In the same filing, the value framework explained RSU/PSU cash‑out mechanics and repriced options treatment; all repriced options would be cancelled for no consideration unless exercised prior to closing .

• Option repricing (2025 transaction context): Company repriced certain out‑of‑the‑money options with a $10.14 exercise; Dr. Ozden held 12,000 affected options originally at $13.50–$15.60; vesting linked to a retention period through closing; all repriced options out‑of‑the‑money and cancelled if unexercised at closing .

• Clawback: Awards under the 2024 (Amended) Equity Plan are subject to the company’s Dodd‑Frank compliant clawback policy; plan prohibits option/SAR repricing without shareholder approval (general plan terms) .

• Retirement/Deferred comp: No pension/SERP or nonqualified deferred compensation programs for NEOs; standard 401(k) only .

Investment Implications

• Pay/Performance alignment: 2024 variable cash paid at 100% of target against clinical/CMC/financial milestones tied directly to Ixo‑vec’s advancement (LUNA 52‑week readout and Phase 3 initiation), indicating performance‑linked payouts for the CMO role . Equity awards in 2024 were entirely stock options with multi‑year vesting, aligning upside to long‑term value creation; options were underwater as of year‑end 2024, tempering immediate monetization .
• Vesting and selling pressure: August 2, 2025 is the first 33.3% vest for the 8/2/2024 option grant, followed by monthly vesting through 2027—monitor trading windows and any 10b5‑1 adoptions around these dates for potential supply from newly vested options . As of March 31, 2025, 177,760 of her options were at or below $10.14, suggesting sensitivity to share price recovery scenarios .
• Retention and CIC risk: Non‑CIC severance during the first year was minimal (3 months), increasing to 9 months thereafter—moderate retention support . CIC terms provide double‑trigger cash and full acceleration; in the November 2025 transaction context, estimated total golden parachute was ~$1.7M, with substantial equity value from RSU/PSU cash‑outs—watch incentives around strategic transactions and integration milestones .
• Alignment safeguards: Hedging and pledging are prohibited company‑wide, and equity is subject to a Dodd‑Frank clawback policy—reduces governance red flags related to misalignment or collateral risk .
• Ownership: Beneficial ownership is <1% (12,000 shares), but she holds significant unvested equity exposure (8,125 full‑value awards; 189,760 options), representing ~0.9% of shares when measured by shares subject to equity awards, reinforcing leverage to program execution outcomes .

Appendix: Key 2024–2025 Data Tables

• Summary 2024 compensation (from Summary Compensation Table):

• 2024 annual cash incentive goal weighting and payout:

• Outstanding equity (12/31/2024):

• Equity awards as percent of shares (as of 3/31/2025):

• Beneficial ownership (as of 3/31/2025):

• Termination/CIC estimates (as of 12/31/2024):

• Golden Parachute (transaction context, Nov 2025, estimates):

Notes:

• First vest date and cadence for 8/2/2024 options: 1/3 on 8/2/2025; then monthly vesting for two years (fully vested by 8/2/2027), subject to continued service .
• Hedging and pledging prohibited for officers and directors .
• Clawback policy applicable to equity awards; plan prohibits repricing without shareholder approval .