Linda Bain
About Linda Bain
Independent Class I director of Arvinas, Inc. since June 2020; age 54. Bain chairs the Audit Committee and is designated an “audit committee financial expert.” She is a CPA with deep life sciences finance and operations experience; current roles include venture partner at Atlas Venture (since April 2025) and non-executive director at Autolus Therapeutics plc. Education: B.Sc. and Honors in Accounting and Business Administration, University of the Free State (South Africa).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mariana Oncology (a Novartis company as of May 2024) | Chief Operating Officer and Chief Financial Officer | May 2023 – Apr 2025 | Senior operating and finance leadership in radiopharmaceuticals |
| Codiak BioSciences, Inc. | Chief Financial Officer | Dec 2015 – Apr 2023 | Led finance at a biopharma; company filed voluntary Chapter 11 in Mar 2023 (context) |
| Avalanche Biotechnologies, Inc. | Chief Financial Officer | Apr 2014 – Nov 2015 | Public-company CFO in gene therapy |
| bluebird bio, Inc. | VP Finance, Business Operations; Principal Accounting Officer | Oct 2011 – Mar 2014 (PAO Jun 2013 – Mar 2014) | Built finance operations in gene therapy |
| Genzyme Corporation | VP Finance, Global Manufacturing & Operations; VP Finance, Genzyme Genetics | Prior roles pre-2011 | Senior finance roles in biotech |
| Fidelity Investments; AstraZeneca plc; Deloitte & Touche LLP | Various senior/earlier roles | Early career | Foundational finance and accounting experience (CPA) |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Atlas Venture | Venture Partner | Apr 2025 | VC firm focused on biotech |
| Autolus Therapeutics plc | Director (public company board) | Current | External public company directorship |
Board Governance
- Committee assignments: Bain chairs the Audit Committee; members are Bain, Everett Cunningham, and Leslie V. Norwalk; all are independent, and Bain is the “audit committee financial expert.” The Audit Committee met 8 times in 2024.
- Independence: The Board determined in March 2025 that Bain (and other non-employee directors) are independent under Nasdaq rules; Bain also serves on an all-independent audit committee.
- Attendance: The full Board met 5 times in 2024; each current director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting.
- Board leadership: CEO is Chair; Lead Independent Director (Briggs Morrison) runs executive sessions and other governance duties; independent directors meet in executive session at least twice a year.
- Related party controls: Audit Committee reviews and approves/ratifies related person transactions per written policy; outlines thresholds, conditions, and review standards.
Fixed Compensation
- Cash retainers (amended May 2024): Board member $45,000; Board chair incremental $40,000; Lead Independent Director $30,000; Audit Committee member $10,000 and chair incremental $10,000; Compensation Committee member $7,500 and chair incremental $7,500; Nominating Committee member $5,000 and chair incremental $5,000; Science & Technology Committee member $7,500 and chair incremental $7,500.
Director compensation earned (FY2024):
| Name | Fees Earned (Cash $) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Linda Bain | 61,360 | 200,189 | 199,976 | 461,525 |
- Outstanding grants (as of Dec 31, 2024): Bain held 63,560 options and 5,899 RSUs.
Performance Compensation
Director equity program structure:
| Component | Grant Date Fair Value | Mix | Vesting | Change-in-Control |
|---|---|---|---|---|
| Initial Director Grant (upon joining board; amended June 2023) | $750,000 | 2/3 options; 1/3 RSUs | Options: monthly over 36 months; RSUs: annual over 3 years | Full acceleration of initial option/RSU vesting |
| Annual Director Grant (each annual meeting) | $375,000 | 2/3 options; 1/3 RSUs | Vests in full on earlier of first anniversary or first Board meeting after following annual meeting | Not specified beyond plan limits |
Note: Arvinas director equity awards are time-based; no performance metrics or TSR/ESG conditions are disclosed for non-employee directors.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Exposure |
|---|---|---|---|
| Autolus Therapeutics plc | Director | Not disclosed | No Arvinas-disclosed interlocks or related-party transactions involving Bain. |
Expertise & Qualifications
- CPA; extensive public-company CFO and operating experience in biotech; audit committee financial expert designation.
- Sector depth across oncology, gene therapy, radiopharmaceuticals; senior finance roles at Genzyme and bluebird bio.
- Education: B.Sc. and Honors in Accounting & Business Administration (University of the Free State).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown (within 60 days) |
|---|---|---|---|
| Linda Bain | 73,580 | <1% | 4,121 common; 5,899 RSUs vesting; 63,560 options exercisable |
- Shares outstanding used for percentages: 72,983,588 (as of Mar 31, 2025).
- No pledging/hedging by executives; Insider Trading Policy applies to directors, officers, employees; policy details filed with 2024 Form 10-K.
Governance Assessment
-
Strengths
- Independent director with finance/audit depth; Audit Chair and SEC-defined financial expert; committee met 8 times, signaling active oversight.
- Board independence affirmed; attendance robust; annual meeting attendance by all directors.
- Director pay structure is standard market: modest cash retainers plus time-based equity; no disclosed director perquisites; plan prohibits option repricing without stockholder approval; non-employee director annual comp cap $1.0M under the 2018 Plan.
- Clear related-party transaction policy under Audit Committee oversight; robust governance practices including executive sessions and written corporate governance guidelines.
-
Monitoring points
- Prior CFO tenure at Codiak BioSciences preceded its voluntary Chapter 11 (Mar 2023); not a legal proceeding against Bain, but relevant background for risk context.
- External affiliations (Atlas Venture, Autolus) could present perceived conflicts if investments/relationships overlap with Arvinas counterparties; no related-party transactions disclosed involving Bain.
-
Shareholder signals
- Say-on-pay (executives) received >93% approval at 2024 annual meeting, indicating general investor support for compensation governance.