Szilárd Kiss
Adverum BiotechnologiesAbout Szilárd Kiss
Szilárd Kiss, M.D., age 50, is a Class III director of Adverum Biotechnologies (ADVM) since June 2024, serving on the Research & Development Committee. He is the Bob and Dolores Hope – Robert M. Ellsworth Distinguished Professor in Ophthalmology at Weill Cornell, Professor of Ophthalmology in Genetic Medicine, and Chief of the Retina Service; he is also Associate Dean of Clinical Compliance and Senior Councilor at Weill. He holds a B.A. in Biology from Columbia College and an M.D. from Columbia University Vagelos College of Physicians and Surgeons, with residency and vitreoretinal fellowship at Harvard/Mass Eye & Ear, and additionally serves as Chief Medical Officer of Blue Gen Therapeutics Foundation; he previously consulted for ADVM before joining the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adverum Biotechnologies (ADVM) | Director (Class III) | Since Jun 10, 2024 | Member, Research & Development Committee |
| Weill Cornell Medicine (Department of Ophthalmology) | Distinguished Professor; Professor in Genetic Medicine; Chief, Retina Service; Associate Dean of Clinical Compliance; Senior Councilor | Dist. Prof since Apr 2023; Prof since May 2023; Chief since Aug 2015; Assoc Dean since Nov 2019; Senior Councilor since Jul 2021 | Clinical leadership, compliance oversight |
| Harvard Medical School / Mass Eye & Ear | Residency; Surgical vitreoretinal fellowship | Prior to 2008 | Clinical training, specialty expertise |
| Adverum Biotechnologies | Consultant (prior to board appointment) | Pre-2024 | Received $33,150 in consulting fees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Gen Therapeutics Foundation (nonprofit biotechnology) | Chief Medical Officer | Current | Gene therapy for rare inherited retinal diseases |
| Various biopharmaceutical companies | Advisor/Consultant | Ongoing | Consults or serves on advisory boards (names not disclosed) |
Board Governance
- Committee assignments: Research & Development Committee member; committee chaired by Dr. Whitcup; other members include Drs. Lupher and Nicholson .
- Independence: In March 2025, the Board determined eight directors were independent; Dr. Kiss was not included in that list of independent directors .
- Board/class structure: Class III director; term expires at the 2026 Annual Meeting .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings held while serving; Board met 4x, Audit 9x, Compensation 8x, Nominating 5x, R&D 2x .
| Governance Attribute | Status | Citation |
|---|---|---|
| Committee memberships | Research & Development Committee (member) | |
| Committee chair roles | None (R&D chaired by Dr. Whitcup) | |
| Independence status | Not listed among independent directors (as of Mar 2025) | |
| Board service start | June 10, 2024 | |
| Attendance threshold | ≥75% in 2024 (each director) |
Fixed Compensation
| Component | Policy Amount (Annual) | Notes | Citation |
|---|---|---|---|
| Board member retainer | $40,000 | Prorated for partial year | |
| Board Chair (non-employee) | $35,000 | In addition to member retainer | |
| Audit Chair | $20,000 | ||
| Compensation Chair | $15,000 | ||
| Nominating Chair | $10,000 | ||
| R&D Chair | $15,000 | ||
| Audit member (non-chair) | $10,000 | ||
| Compensation member (non-chair) | $7,500 | ||
| Nominating member (non-chair) | $5,000 | ||
| R&D member (non-chair) | $7,500 |
| 2024 Director Compensation (Dr. Kiss) | Amount ($) | Citation |
|---|---|---|
| Fees earned/paid in cash | 26,224 | |
| Option awards (grant-date fair value) | 120,669 | |
| All other compensation (consulting fees prior to appointment) | 33,150 | |
| Total | 180,043 |
Performance Compensation
| Equity Award Feature | Details | Citation |
|---|---|---|
| Initial director option grant (on joining board) | 21,040 shares | |
| Equity award form | Non-statutory stock options (directors) | |
| Initial option vesting | Vests ratably in annual installments over 3 years; accelerates on change in control | |
| Annual director award vesting | Vests in full by 1-year anniversary or next annual meeting; accelerates on change in control | |
| Option term | Up to 10 years | |
| Clawback | Awards subject to forfeiture/clawback under company policy | |
| Option repricing proposal (2025) | Board seeking authority to reprice “Eligible Options” to market; director value capped by policy limit ($150,000 while market cap < $250M); retention required 12 months post-repricing |
Note: Strike prices and specific grant dates for Dr. Kiss’s options beyond the initial share count were not disclosed; as of Dec 31, 2024, non-employee directors held options only (no RSUs) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes | Citation |
|---|---|---|---|
| Public company boards (other than ADVM) | None disclosed | — | |
| Shared directorships with ADVM directors | Not applicable | Board highlighted interlocks for certain other directors; none disclosed for Dr. Kiss |
Expertise & Qualifications
- Clinical leadership in retina and ophthalmic gene therapy; Chief of Retina Service at Weill Cornell and Professor in Genetic Medicine .
- Compliance and regulatory oversight experience (Associate Dean of Clinical Compliance) .
- Chief Medical Officer role at nonprofit gene therapy foundation; broad advisory/consulting exposure to biopharma companies .
Equity Ownership
| Ownership Metric (as of Mar 31, 2025) | Amount | Notes | Citation |
|---|---|---|---|
| Total beneficial ownership (shares) | 21,750 | Includes options exercisable within 60 days | |
| % of shares outstanding | * | Less than 1% | |
| Options exercisable within 60 days | 21,750 | Counted in beneficial ownership | |
| Options outstanding (total underlying shares) | 41,790 | As of Dec 31, 2024 | |
| Unexercisable options (implied) | 20,040 | 41,790 total − 21,750 exercisable (timing basis) | |
| RSUs | 0 | Non-employee directors held no RSUs | |
| Shares pledged | Not disclosed | — | — |
Governance Assessment
- Committee effectiveness: Dr. Kiss’s R&D Committee role brings deep clinical and gene therapy expertise to oversight of ADVM’s development programs, aligning with ARTEMIS Phase 3 and broader pipeline focus .
- Independence signal: The Board’s March 2025 independence determination did not list Dr. Kiss among independent directors; investors should note the prior consulting relationship and fees ($33,150) though below Nasdaq’s $120k threshold .
- Attendance/engagement: Reported ≥75% attendance in 2024; R&D Committee met twice in 2024, indicating active governance in technical oversight .
- Pay-for-performance alignment: Director equity is entirely option-based with multi-year vesting and change-in-control acceleration; no meeting fees; clawback applies, all consistent with alignment norms .
- Compensation structure: As a new director, Dr. Kiss received a larger “Initial Option” (21,040 shares) consistent with policy (200% of annual option value); 2024 cash fees were prorated due to mid-year appointment .
- RED FLAGS:
- Option repricing proposal: Board seeks authority to reprice underwater options, including for directors (subject to caps). While framed as retention, option repricing can be shareholder-unfriendly unless tightly controlled; the policy cap ($150k at current market cap) and 12-month retention mitigate but do not eliminate concerns .
- Prior consulting relationship: Although modest and pre-appointment, prior paid consulting introduces perceived conflict risk; ongoing external advisory roles in ophthalmology/gene therapy necessitate robust conflict management (no related-party transactions disclosed beyond the fee) .
- Policies: Insider trading policy and Corporate Governance Guidelines are in place (publicly available), with Compensation Committee using independent consultant (Aon) and confirming no conflicts of interest .
Overall: Dr. Kiss adds material clinical depth to R&D oversight, with option-heavy director pay supporting alignment. Investors should monitor independence status and any future related-party interactions given prior consulting and extensive external engagements, and closely scrutinize implementation of the option repricing authority if approved .