Edward Kennedy Jr.
About Edward Kennedy Jr.
Independent Class III director at Arvinas since July 2018; age 63. A healthcare regulatory attorney and Partner in the Health Care & Life Sciences practice at Epstein Becker & Green (since Jan 2014), previously Co‑Founder and President of Marwood Group (2001–2013). Education: J.D. (University of Connecticut School of Law), M.E.S. (Yale School of Forestry & Environmental Studies), B.A. (Wesleyan University). Currently serves on the board of InnovAge Holding Corp.; recognized patient advocate and disability rights activist, former Connecticut State Senator (2015–2019) . Determined independent by the Board in March 2025 per Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marwood Group | Co‑Founder & President | Jan 2001 – Dec 2013 | Led healthcare-focused strategic advisory and financial services firm |
| Connecticut General Assembly | State Senator | Jan 2015 – Jan 2019 | Public policy experience; patient advocacy |
| Epstein Becker & Green, P.C. | Partner, Health Care & Life Sciences | Jan 2014 – present | Counsel on reimbursement, coding, coverage for providers/payers/life sciences |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| InnovAge Holding Corp. | Director | Current | Public company directorship |
| American Association of People with Disabilities | Board member | Current | Non-profit governance; advocacy |
Board Governance
- Class III director; term expires at 2027 annual meeting .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members: Kennedy Jr., Sunil Agarwal, M.D., Briggs Morrison, M.D.; met 4 times in 2024 .
- Board/committee attendance: Board met 5 times in 2024; each current director attended ≥75% of aggregate Board and committee meetings served; all then‑serving directors attended the 2024 annual meeting .
- Independence: Board deemed Kennedy Jr. independent under Nasdaq rules (March 2025 review) .
- Lead Independent Director: Briggs Morrison, M.D. (appointed June 2023); independent directors meet in executive session at least twice annually per guidelines .
Fixed Compensation
| Component | Structure | Amounts (Program) | 2024 Actual (Kennedy Jr.) |
|---|---|---|---|
| Board cash retainer | Annual cash | $45,000 for non‑employee members; Chair incremental $40,000; Lead Independent Director $30,000 (program amended May 2024) | Fees earned: $51,360 (prorated across roles/periods) |
| Committee membership fees | Annual cash | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Science & Technology $7,500; committee chair adds same incremental fee (e.g., NCG chair +$5,000) | Included in fees earned above |
| Expense reimbursement | As incurred | Reasonable travel/meeting expenses reimbursed | As applicable |
Performance Compensation
| Equity Grant | Grant Date | Instrument | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director Grant | 2024 (post annual meeting) | RSUs | 5,899 | $200,189 | Vests in full on earlier of first anniversary or first Board meeting after next annual meeting |
| Annual Director Grant | 2024 (post annual meeting) | Options | 9,070 | $199,976 | Same 1‑year full vesting schedule; option exp. 05/28/2034; exercise price $33.90 |
| Annual Director Grant | 2025 (Annual Meeting) | RSUs | 16,025 | $0 (RSU accounting fair value reflected separately) | Vests in full on earlier of 06/25/2026 or first Board meeting after next annual meeting |
| Annual Director Grant | 2025 (Annual Meeting) | Options | 23,105 | Exercise price $7.80; expiry 06/24/2035 | Same 1‑year full vesting schedule |
Notes:
- Director equity is time‑based; no performance metrics tied to director grants. Vesting follows annual meeting cadence (earlier of one year or first Board meeting post next annual meeting) as disclosed in Form 4 filings .
- Program provides annual non‑employee director equity grant of $375,000 fair value (2/3 options, 1/3 RSUs) to directors serving ≥6 months, vesting in full by the first anniversary/meeting as above .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| InnovAge Holding Corp. | Healthcare services | Director | No ARVN‑disclosed transactions with InnovAge; low direct overlap with ARVN’s biopharma operations |
| Epstein Becker & Green (law firm) | Legal services | Partner | No related‑party transactions disclosed involving EBG or Kennedy; monitor any future engagements |
Expertise & Qualifications
- Regulatory and reimbursement expertise beneficial for commercialization risk management and payer dynamics .
- Legal and governance acumen as NCG Chair; public policy experience (former State Senator) .
- Education: J.D., M.E.S., B.A., aligned with policy, environmental/social governance perspectives .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 150,091 shares | <1% of shares outstanding (beneficial ownership table) |
| Direct common shares | 46,839 | As of March 31, 2025 |
| RSUs vesting within 60 days | 5,899 | Included in beneficial ownership per SEC rules |
| Options exercisable within 60 days | 97,353 | Counted in beneficial ownership; exercisable within 60 days |
| Indirect holdings (trust) | 29,333 | Edward M. Kennedy Jr. 2011 Trusts for Children (UAD 11/23/11) |
| Hedging/Pledging | Insider Trading Policy applies to directors; explicit anti‑hedging/pledging noted for executive officers; no pledging by Kennedy disclosed |
Insider Trades (Form 4)
| Date | Type | Instrument | Units | Exercise/Price | Vest/Expire | Post‑Txn Direct Holding |
|---|---|---|---|---|---|---|
| 05/29/2024 | Grant | RSUs | 5,899 | $0 | Vests in full by earlier of 05/29/2025 or first Board meeting after next annual meeting | 23,405 D |
| 05/29/2024 | Grant | Options | 9,070 | $33.90 | Exp. 05/28/2034; 1‑yr vest cadence | 9,070 options |
| 06/25/2025 | Grant | RSUs | 16,025 | $0 | Vests in full by 06/25/2026 or first Board meeting after next annual meeting | 39,430 D |
| 06/25/2025 | Grant | Options | 23,105 | $7.80 | Exp. 06/24/2035; 1‑yr vest cadence | N/A (derivative) |
Compensation Structure Analysis (Signals)
- Program change: Increased director cash retainers and chair/lead fees effective May 2024; indicates stronger market alignment and recognition of governance workload .
- Equity remains time‑based with one‑year vest cadence for directors; no performance (TSR/ESG) metrics embedded in director equity, limiting pay‑for‑performance linkage at the director level (common market practice) .
- Compensation limits: Non‑employee director annual cap of $1.0 million (cash + equity grant date fair value) under the 2018 Plan, avoiding outsized awards .
Related Party Transactions (Conflict Review)
- Company policy requires Audit Committee review and approval of related‑party transactions >$120,000; exceptions outlined; annual review for ongoing arrangements .
- No related‑party transactions disclosed involving Edward Kennedy Jr. or Epstein Becker & Green in 2024–2025 proxy materials .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: >93% support, indicating broad investor alignment with executive compensation practices; Board/Comp Committee consider ongoing shareholder input and plan annual say‑on‑pay votes .
Governance Assessment
- Strengths: Independent director with deep regulatory/payer expertise; chairs NCG committee; solid attendance; annual director equity aligns with shareholder value creation (options + RSUs); robust related‑party and insider trading controls; independent compensation consultant (Aon) with no conflicts; annual say‑on‑pay support is high .
- Potential monitoring items: Partner role at EBG—monitor for any future engagements with ARVN to prevent conflicts; director equity is time‑based without performance metrics—common practice but offers limited pay‑for‑performance signaling at Board level .
- RED FLAGS: None disclosed—no low attendance, no related‑party transactions, no pledging/hedging reported; indemnification standard; option repricing prohibited absent shareholder approval .
Overall, Edward Kennedy Jr.’s independence, NCG chairmanship, and regulatory expertise support Board effectiveness and investor confidence; continued monitoring of external law firm relationships and retention of strong shareholder engagement practices is advisable .