Reed Tuckson
Adverum BiotechnologiesAbout Reed Tuckson
Reed Tuckson, M.D. (age 74) is an independent Class I director of Adverum Biotechnologies, serving since February 2021. He is Managing Director of Tuckson Health Connections (since 2013) and formerly EVP & Chief of Medical Affairs at UnitedHealth Group; Senior VP for Professional Standards at the American Medical Association; President of Charles R. Drew University of Medicine and Science; Senior VP, Programs at March of Dimes; and Commissioner of Public Health for Washington, D.C. He holds a B.S. from Howard University and an M.D. from Georgetown University School of Medicine and completed residency/fellowship in General Internal Medicine at the Hospital of the University of Pennsylvania . The Board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tuckson Health Connections | Managing Director | Since 2013 | Private health consulting; healthcare policy expertise |
| UnitedHealth Group | EVP & Chief of Medical Affairs | Not disclosed | Oversight of medical affairs at major managed care co. |
| American Medical Association | Senior VP for Professional Standards | Not disclosed | Standards and professional policy leadership |
| Charles R. Drew Univ. of Medicine & Science | President | Not disclosed | Academic leadership |
| March of Dimes | Senior VP, Programs | Not disclosed | Public health program leadership |
| District of Columbia | Commissioner of Public Health | Not disclosed | Government health administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Henry Schein, Inc. | Director | Current (not disclosed start) | Public company board |
| Black Coalition Against COVID | Co-founder | Current (not disclosed start) | Public health coalition |
| Coalition For Trust In Health & Science | Co-founder | Current (not disclosed start) | Trust/science advocacy |
| Acasti Pharma, Inc. | Director | Former (not disclosed) | Prior public company board |
| CTI BioPharma Corp. | Director | Former (not disclosed) | Prior public company board; note interlock with ADVM CEO (both previously served) |
| LifePoint Health, Inc. | Director | Former (not disclosed) | Prior public company board |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board concluded Dr. Tuckson is independent under Nasdaq rules; also confirmed independence for Compensation Committee membership .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and committee meetings held while a member; Board met 4 times, Compensation Committee 8, Nominating & Corporate Governance 5, and R&D Committee 2 .
- Classified Board: Class I term expires at the 2027 Annual Meeting .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $52,500 | Actual cash paid in 2024 |
| Board annual cash retainer (policy) | $40,000 | Non-employee director |
| Compensation Committee – member fee (policy) | $7,500 | Non-chair member |
| Nominating & Corporate Governance – member fee (policy) | $5,000 | Non-chair member |
| Chair fees applicable? | Not applicable | Dr. Tuckson is not a chair |
| Market cap-based annual total comp cap (policy) | $150,000 while market cap < $250M (3-year limit framework) | Applies to aggregate cash+equity director compensation |
Performance Compensation
| Equity Component | 2024 Grant Value | Vehicle | Vesting Terms | Notes |
|---|---|---|---|---|
| Option Awards (2024) | $59,197 | Nonstatutory stock options | Annual Board awards vest in full on earlier of first anniversary or next annual meeting; Initial options vest ratably over 3 years; Chair receives additional option award; 10-year term; exercise price at grant FMV | Director equity delivered in options; no dividends on options |
- No performance metrics tied to director compensation were disclosed (e.g., TSR or ESG goals for directors) .
Other Directorships & Interlocks
| Overlap/Interlock | Details |
|---|---|
| Prior interlock with ADVM CEO | Both Dr. Tuckson and Dr. Fischer previously served on the CTI BioPharma Corp. board (historical) |
| Other director interlocks (context) | Mr. Machado and Ms. Svoronos both serve on ACELYRIN, INC. and Xenon Pharmaceuticals Inc. boards (context for Board independence review) |
Expertise & Qualifications
- Healthcare policy, clinical services administration, consumer health engagement; broad leadership across payer (UnitedHealth), medical associations, academia, public health; B.S. (Howard), M.D. (Georgetown), internal medicine residency/fellowship (HUP) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Mar 31, 2025) | 12,500 shares | Includes options exercisable within 60 days |
| Ownership as % of shares outstanding | <1% | Proxy denotes “*” less than 1% |
| Options outstanding (Dec 31, 2024) | 23,020 shares underlying options | Aggregate options outstanding at year-end |
| Exercisable within 60 days (Mar 31, 2025) | 12,500 shares | Portion exercisable soonest |
| Hedging/Pledging | Prohibited by insider trading policy | |
| Clawback | Awards subject to Dodd-Frank/Nasdaq-compliant clawback policy |
Governance Assessment
- Strengths: Independent director; relevant healthcare/public health expertise; active on Compensation and Nominating committees; attendance ≥75% in 2024; director equity delivered via options with disciplined policy caps; clawback in place; hedging/pledging prohibited; Say-on-Pay support improved to ~88% in 2024, reflecting constructive shareholder engagement .
- Watch items:
- Low direct ownership (<1%)—alignment relies mainly on options; monitor progress toward any stock ownership guidelines (none disclosed for directors) .
- Option repricing proposal: Board seeking authorization to reprice underwater options (including those of directors) with retention conditions and policy cap ($150k), a shareholder-sensitive step but may be viewed as a governance red flag by some investors; terms include 12-month retention period post-repricing and eligibility only for options above 52-week intraday high at repricing date .
- Prior interlocks (CTI BioPharma) acknowledged in independence review; no related-party transactions involving Dr. Tuckson disclosed (no RPT entries for him), (RPT section overall).
Overall, Dr. Tuckson brings deep healthcare governance expertise and independent oversight on key committees. Investors should monitor equity alignment (ownership build vs. options), the handling of any option repricing, and continued strong attendance/engagement and independence amidst network interlocks .