Sarah Boyce
About Sarah Boyce
Sarah Boyce (age 53) is an independent, non-employee director of Contineum Therapeutics (CTNM) who joined the board in June 2024; she is currently President and CEO of Avidity Biosciences and previously held senior roles at Akcea, Ionis, Forest Laboratories, Alexion, Novartis, Bayer, and Roche; she holds a BSc from the University of Manchester (1993). Her board service includes chairing CTNM’s Nominating & Corporate Governance Committee, and she was nominated and elected as a Class I director to serve through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akcea Therapeutics | President; Director | Apr 2018 – Sep 2019 | Senior leadership of commercial/partnership initiatives |
| Ionis Pharmaceuticals | Chief Business Officer | Jan 2015 – Apr 2018 | Corporate development/BD leadership |
| Forest Laboratories | VP, Head of International Business Strategy & Operations | 2012 – 2014 | Global strategy and ops leadership |
| Alexion Pharmaceuticals | VP, Global Head Nephrology TA | 2010 – 2011 | Therapeutic area leadership |
| Novartis Group AG | VP, Global Program Head, Pediatric & Specialty | 2000 – 2010 | Global program leadership |
| Bayer; Roche | Various positions | Not disclosed | Early career roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avidity Biosciences | President & CEO | Oct 2019 – present | Public biotech CEO |
| Berkley Lights (prior) | Director | Not disclosed | Prior public company board service |
| OmniAB (prior) | Director | Not disclosed | Prior public company board service |
Board Governance
- Independence: The board determined all directors except Carmine Stengone and Diego Miralles are independent under Nasdaq rules; Boyce is independent and all members of compensation, audit, and nom/gov committees meet applicable independence standards.
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation.
- Board/committee activity: Board met seven times in 2024; each director attended at least 75% of aggregate board/committee meetings. Audit met 4x; Compensation 6x; Nominating & Corporate Governance 2x in 2024.
- Executive sessions: Non-employee directors meet regularly in executive session without management.
- Election results (2025 Annual Meeting): Boyce received 12,698,010 votes For; 641,934 Withheld; 2,050,305 Broker Non-Votes.
| 2025 Director Election Votes | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Sarah Boyce | 12,698,010 | 641,934 | 2,050,305 |
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Fees earned (cash) | $25,319 | FY 2024 |
| Board cash retainer (policy) | $40,000 annually | Effective post-IPO |
| Chair retainers (policy) | Board Chair $30,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating & Corporate Governance Chair $8,000 | Effective post-IPO |
| Committee member retainers (policy) | Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $4,000 | Effective post-IPO |
Performance Compensation
| Equity Element | Specifics | Vesting/Terms | Period/Value |
|---|---|---|---|
| Option awards (actual) | Options subject to 29,500 shares outstanding as of 12/31/2024 | Not individually disclosed; director options subject to plan terms | Grant-date fair value $480,254 (FY 2024) |
| Initial director equity award (policy) | Option for 0.090% of outstanding (incl. Class B convertibles) at grant | 1/3 vests at 1-year anniversary; remainder vest monthly over 24 months | On joining the board |
| Annual director equity award (policy) | Option for 0.045% of outstanding (incl. Class B convertibles) at annual meeting | Vests in full by next annual meeting or one year | Following each annual meeting |
| Change-in-control (policy) | Director equity awards vest in full upon change in control (per 2024 Plan) | Full acceleration | As defined in plan |
| Performance Metrics in Director Compensation | Disclosed? |
|---|---|
| Financial/TSR/ESG targets tied to director compensation | None disclosed in non-employee director compensation program (cash retainers + options) |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Avidity Biosciences | Public biotech | CEO | Todd Brady (current CTNM director) previously served on Avidity’s board (May 2017–Jan 2021) |
| Berkley Lights | Public company | Director (prior) | Prior service only |
| OmniAB | Public company | Director (prior) | Prior service only |
Expertise & Qualifications
- Biotech commercial and BD leadership across Ionis, Akcea, Novartis, Alexion, Forest; current CEO at Avidity Biosciences.
- Global program and therapeutic area leadership experience (Novartis pediatric/specialty; Alexion nephrology).
- Education: BSc, University of Manchester (1993).
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 0 shares; <1% of outstanding | As of March 14, 2025; “—” reported; 19,142,377 shares outstanding |
| Options (as of 12/31/2024) | 29,500 shares subject to options | Outstanding director options count |
| Shares pledged | None disclosed; pledging requires approval | Insider Trading Policy prohibits hedging; pledging requires Compliance approval |
Governance Assessment
- Board effectiveness: Boyce chairs Nominating & Corporate Governance, aligning with strong governance oversight (independence, director succession, guidelines) and indicating active engagement in board composition and practices.
- Independence and attendance: The board affirmatively determined Boyce is independent; directors met at least the 75% attendance threshold; non-employee directors hold regular executive sessions—supportive of robust oversight.
- Compensation alignment: Director pay emphasizes at-risk equity via options with time-based vesting and full acceleration on change-in-control; 2024 compensation was predominantly equity ($480,254 vs. $25,319 cash), aligning directors with shareholder value but without performance metrics (typical for directors).
- Ownership “skin-in-the-game”: Beneficial ownership for Boyce was <1% as of March 14, 2025; option exposure exists (29,500 shares). Hedging is prohibited, and pledging restricted—reducing misalignment risks.
- Shareholder confidence: She was elected with 12.7M For votes vs. 0.64M Withheld, reflecting broad support at the 2025 annual meeting.
- Conflicts/related party: No related-party transactions disclosed involving Boyce; CTNM’s related-party items primarily involve J&J and certain prior advisors/executives.
- Network/interlocks: As a sitting public-company CEO (Avidity) and with a CTNM director (Todd Brady) previously on Avidity’s board, investors should monitor for potential information-flow interlocks or competitive overlaps; CTNM’s nom/gov committee criteria explicitly require sufficient time commitment.
RED FLAGS (monitoring items)
- Sitting public-company CEO role may create time-commitment pressures; CTNM emphasizes sufficient time as a director qualification.
- Interlock risk: Prior overlap with Avidity board via Todd Brady warrants ongoing monitoring for conflicts or competitive adjacency, even absent any related-party transactions.
Notes: All information is sourced from CTNM’s 2025 DEF 14A and 2025 Annual Meeting 8-K; items not disclosed (e.g., director-specific strike prices, exercisable vs. unexercisable option tranches, director ownership guidelines) are omitted consistent with available disclosures.