Soo Hong
Adverum BiotechnologiesAbout Soo Hong
Soo Hong, 53, is a Class I independent director of Adverum Biotechnologies (ADVM) serving since March 2022, with her current term expiring at the 2027 Annual Meeting . She is Chief People Officer at Sunbit (since January 2022) and founder of Laurel Pass LLC; prior roles include CPO at National Veterinary Associates (2019–2021) and CHRO at Discovery Land Company (2017–2019). She holds a BA from Wellesley College and an MBA from the University of Chicago Booth School of Business, and brings deep expertise in human capital management and compensation governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Veterinary Associates | Chief People Officer | May 2019 – Dec 2021 | Led people services, talent, recruiting, workplace support |
| Discovery Land Company | Chief Human Resources Officer | Sep 2017 – May 2019 | Oversaw talent acquisition, org development, total rewards, HR ops |
| Laurel Pass LLC | Founder (human capital consulting) | Since 2017 | Advised on organizational design, executive recruitment, engagement |
| Consulting (Capital One, Global Hyatt, Pfizer) | Consultant | Various | Organizational, recruitment, engagement strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sunbit (fintech) | Chief People Officer | Since Jan 2022 | Leads HR, recruiting, compensation, org development |
| Laurel Pass LLC | Founder | Since 2017 | Human capital consulting |
| CAMP | Director (prior) | Not disclosed | Prior board service (company not specified as public) |
Board Governance
- Committees: Compensation Committee member; not Chair (Comp Committee chaired by James Scopa; other members include Hong, Machado, Tuckson) .
- Independence: Board determined Ms. Hong is independent under Nasdaq rules; comp committee members meet SEC/Nasdaq independence standards .
- Attendance and engagement: In 2024 the Board met 4 times; Compensation Committee met 8 times; each director attended at least 75% of Board and committee meetings while serving .
- Board tenure/class: Class I director; term through 2027 Annual Meeting .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Standard non-employee director cash retainer |
| Compensation Committee member fee (non-chair) | $7,500 | Annual cash for non-chair committee member |
| Total cash fees earned (2024) | $47,500 | Reported fees earned by Soo Hong in 2024 |
Performance Compensation
| Equity Element | 2024 Grant Date Fair Value (USD) | Terms/Vesting | Notes |
|---|---|---|---|
| Stock options (non-employee director) | $59,197 | Board Annual Awards vest in full at earlier of first anniversary or next annual meeting; Initial Options vest ratably over 3 years; max 10-year term | |
| Director equity caps (3-year policy) | Policy limits | Annual compensation caps of $150k when market cap < $250M; scaled higher with market cap; additional option grant to Chair +30% of Board Annual Award | |
| Plan governance features | Policy | No dividends pre-vesting; one-year minimum vesting (limited exceptions); no discounted options; clawback compliance; stockholder approval required for share increases |
Note: ADVM is seeking stockholder approval to authorize a one-time option repricing (including director options) within 12 months post-Annual Meeting, subject to retention and value caps; eligible only for options struck above the prior 52-week high and conditioned on 12 months of continued service .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| CAMP | Prior director | No current public-company directorships disclosed for Hong; Board independence review noted certain interlocks for other directors but none for Hong |
Expertise & Qualifications
- Human capital management, executive/leadership development, and compensation design/governance; relevant to Compensation Committee service .
- Education: BA (Wellesley), MBA (Chicago Booth) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 12,000 shares | Includes 12,000 shares subject to options exercisable within 60 days of 3/31/2025; <1% of outstanding |
| Options outstanding (12/31/2024) | 22,520 shares | Total options held at year-end across all grants |
| Vested vs unvested (indicative) | 12,000 vs remainder | 12,000 options exercisable within 60 days of 3/31/2025; remainder unexercisable at that date |
| Ownership guidelines | Not disclosed | No director ownership guidelines disclosed in proxy; plan-level non-employee director compensation limits apply |
Governance Assessment
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Strengths
- Independent director with relevant HR/compensation governance expertise; member of the Compensation Committee .
- Attendance: met or exceeded the 75% threshold; Board/committee activity levels disclosed .
- Director pay structure balanced: modest cash ($47.5k) and equity via options; policy imposes market-cap-based caps and clawback compliance .
-
Watch items / RED FLAGS
- Proposed one-time repricing of underwater options (including directors) may raise investor alignment concerns despite retention rationale; director repricing value must stay within the annual cap and requires 12-month service post-repricing .
- Broad option overhang and high burn rate historically acknowledged by the company; while necessary for retention, dilution remains a risk factor for equity holders .
-
Conflicts/related party exposure
- No related-party transactions disclosed involving Ms. Hong since January 1, 2023; RPT section lists items for other individuals/entities but none for Hong .
-
Compensation committee governance
- Compensation Committee uses independent consultant (Aon); independence affirmed; Hong is a member (chair is Scopa) .
Overall, Hong’s independence, committee placement, and HR/compensation background support board effectiveness on pay governance; monitor execution of the option repricing and ongoing equity plan dilution for investor alignment .