Judith Dunn
About Judith Dunn
Judith Dunn, Ph.D., 62, has served on Climb Bio’s board since February 2021. She is Entrepreneur in Residence at Atlas Venture and, since October 2023, Head of R&D for Vima Tx (Atlas portfolio). Previously she was President of R&D at Fulcrum Therapeutics (Apr 2021–Jan 2023), VP Clinical Development at F. Hoffmann-La Roche (2010–2018), led Psychiatry Clinical Development at Sepracor (2005–2010), and held research/commercial roles at Pfizer (1997–2005). She holds a B.S. in Neurobiology (University of Rochester) and a Ph.D. in Neurobiology (Wesleyan University) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fulcrum Therapeutics | President, Research & Development | Apr 2021–Jan 2023 | Led R&D at a public biopharma |
| F. Hoffmann-La Roche | Vice President, Clinical Development | 2010–2018 | Senior clinical leadership |
| Sepracor | Led Psychiatry Clinical Development | 2005–2010 | Clinical program leadership |
| Pfizer | Research & commercial positions | 1997–2005 | Early research/commercial experience |
External Roles
| Organization | Role | Start | Status |
|---|---|---|---|
| Atlas Venture | Entrepreneur in Residence | 2021 (current) | Venture/portfolio advisory |
| Vima Tx (Atlas portfolio) | Head of R&D | Oct 2023 | Private company role |
Board Governance
- Independence: The board determined Dunn is independent under Nasdaq and SEC rules (exceptions: Aoife Brennan, Andrew Levin, Stephen Thomas) .
- Committees: Audit Committee member; Compensation Committee member. Audit met 5 times in 2024; Compensation met 3 times in 2024 .
- Attendance: Each director then in office attended ≥75% of aggregate board/committee meetings in 2024 .
- Board leadership: Chair (Douglas Williams) and CEO roles separated; independent directors meet at least twice annually in executive session .
- Risk oversight: Audit Committee oversees financial/operational/cyber/legal/compliance/reputation risk and reviews related‑party transactions .
Fixed Compensation
| Component ($) | 2024 Policy | 2025 Policy | Dunn 2024 Actual ($) |
|---|---|---|---|
| Board annual retainer | 35,000 | 40,000 | 47,500 (cash fees earned) |
| Audit Committee member | 7,500 | 7,500 | Included in cash total |
| Audit Committee chair (incremental) | 7,500 | 7,500 | — (not chair) |
| Compensation Committee member | 5,000 | 5,000 | Included in cash total |
| Compensation Committee chair (incremental) | 5,000 | 5,000 | — (not chair) |
| Nominating & Gov Committee member | 4,000 | 5,000 | — (not member) |
Performance Compensation
| Equity Award | Grant mechanics | 2024 Dunn value ($) | Vesting terms |
|---|---|---|---|
| Annual director stock options | Continuing directors received annual option grants; 10,000 shares at 2024 annual meeting; exercise price = closing price; 10‑year term | 63,622 (grant‑date fair value) | Vests on earlier of one‑year anniversary or immediately prior to next annual meeting |
| Initial director option (new directors) | 80,000 shares initial grant from 2025 policy; 10‑year term; monthly vesting over 36 months | — | Accelerates on Change in Control |
| RSUs/PSUs | Not granted to Dunn in 2024 (no RSUs shown for Dunn) | — | N/A |
- Anti‑hedging: Company policy prohibits short sales and derivatives/hedging (prepaid forwards, swaps, collars, exchange funds) for directors/officers/employees .
- Clawback: Company adopted an incentive compensation recoupment policy (Rule 10D‑1) for executive officers (not director cash retainers) .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography does not list current public company directorships for Dunn |
Expertise & Qualifications
- Deep clinical development leadership (Roche, Sepracor) and biopharma R&D management (Fulcrum); current venture/operator roles (Atlas/Vima Tx) .
- Educational credentials: B.S. Neurobiology (Rochester); Ph.D. Neurobiology (Wesleyan) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Judith Dunn, Ph.D. | 74,581 | <1% | Exercisable within 60 days (vested options): 74,581 |
| Dunn outstanding options (total) | 84,581 | — | Suggests ~10,000 not exercisable within 60 days as of Mar 31, 2025 (date mismatch noted) |
- Pledging: No disclosure of pledged shares; anti‑hedging/derivatives prohibition in Insider Trading Policy .
Shareholder Voting Signal (2025 Election)
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Judith Dunn, Ph.D. | 36,827,909 | 6,615,228 | 10,126,633 |
Interpretation: Strong support (≈85.8% of votes cast for Dunn excluding broker non‑votes), though with a meaningful withhold block, which investors may monitor in future cycles .
Related‑Party Exposure & Conflicts
- Major holder influence: RA Capital beneficially owns 46.6% of common stock; RA affiliates participated in 2024 PIPE financing .
- Affiliate service agreements: Sera Services (wholly‑owned subsidiary of Sera Medicines, controlled by RA Capital) provided R&D services ($0.1m in 2024); Blackbird Clinical (RA controlled) provided trial consulting ($0.1m; terminated Oct 2024). Director Stephen Thomas has a consulting agreement and RSUs with performance conditions (operational milestones by Sep 30, 2025) .
- Governance control: Audit Committee (of which Dunn is a member) reviews/approves related‑person transactions under a formal policy; transactions must be no less favorable than third‑party terms and in stockholders’ interests; directors with interests must recuse .
Governance Assessment
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Strengths:
- Independent director with deep clinical/R&D expertise; serves on Audit and Compensation committees, aligning skills with oversight needs .
- Attendance and committee engagement meet board expectations (≥75% attendance; active committee oversight; formal related‑party review policy) .
- Director pay structure balanced: modest cash retainers plus time‑based options; no RSUs/PSUs for Dunn; anti‑hedging policy improves alignment .
-
Watch items / potential red flags:
- Concentrated ownership and RA Capital affiliate transactions (services, consulting) raise optics of influence; continued robust Audit Committee oversight (and recusals where applicable) is critical. Dunn’s Audit role is a mitigating factor .
- Withhold votes on Dunn (~6.6m) suggest a subset of holders are expressing reservations; monitor future vote trends and investor engagement disclosures .
- No disclosed director stock ownership guidelines; consider adoption to reinforce long‑term alignment (not disclosed in proxy) .
-
Overall: Dunn appears to be an effective, independent voice with relevant clinical/R&D oversight capabilities. The primary governance risk stems from significant shareholder/affiliate interlocks at the company level rather than Dunn personally; committee structures and policies partially mitigate this.
Note: As an emerging growth company, Climb Bio is not required to hold say‑on‑pay votes; thus historical say‑on‑pay data are not available .