Jason Rhodes
About Jason Rhodes
Jason Rhodes is Chairman of the Board at Generation Bio (GBIO), serving since October 2017; he was the company’s founding Chief Executive Officer from October 2016 to October 2017. He is a partner at Atlas Venture, and his background includes extensive board service and investing in life sciences. Education: B.A., Yale University; M.B.A., Wharton School, University of Pennsylvania . The Board determined in April 2025 that all non‑employee directors, including Mr. Rhodes, are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generation Bio | Founding CEO | Oct 2016 – Oct 2017 | Led company formation and early strategy |
| Replimune Group, Inc. | Director | Sep 2015 – Jun 2022 | Biotechnology board service |
| Gemini Therapeutics, Inc. | Director | Apr 2016 – Dec 2022 | Company acquired by Disc Medicine |
| Bicycle Therapeutics plc | Director | Jan 2015 – May 2019 | Clinical-stage biopharma board service |
| Disarm Therapeutics, Inc. | Director | Prior to acquisition | Company acquired by Eli Lilly |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dyne Therapeutics, Inc. | Director; Chairman | Director since Dec 2017; Chairman since Nov 2018 | Public company leadership; biotech expertise |
| Atlas Venture | Partner | Since 2014 | Venture investing; sponsor network |
| Rectify Pharmaceuticals, Be Biopharma, K36 Therapeutics, Accent Therapeutics | Director (private companies) | Ongoing | Portfolio/operating oversight |
Board Governance
- Board leadership: roles of Chairman (Rhodes) and CEO are separated; the Board believes this structure balances strategic development with independent oversight .
- Independence: Board determined all directors except CEO are independent under Nasdaq rules; compensation and audit committee members also meet Exchange Act independence criteria .
- Committee memberships (2024):
- Talent Committee: Jason Rhodes (Chair); members Donald Nicholson, Catherine Stehman‑Breen; 4 meetings in 2024 .
- Audit Committee: Charles Rowland (Chair); members Gustav Christensen, Anthony Quinn; 5 meetings in 2024 .
- Nominating & Corporate Governance Committee: Ron Cooper (Chair); members Dannielle Appelhans, Jeffrey Jonas; 2 meetings in 2024 .
- Attendance: The full Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings; majority attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice a year; Talent Committee meets regularly in executive session .
- Risk oversight: Audit oversees financial, IT/cybersecurity, related-party transactions; Talent oversees compensation policies and succession; Nominating oversees board composition and governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer (member) | $40,000 | Paid in arrears; prorated |
| Board chair fee (additional) | $30,000 | For service as Chair |
| Talent Committee member fee | $7,500 | Annual; paid in arrears |
| Talent Committee chair fee (additional) | $7,500 | Annual; paid in arrears |
| Total cash fees (Jason Rhodes, 2024) | $85,000 | Sum of roles above; disclosed as fees earned |
Performance Compensation
| Equity Award | Grant Mechanics | Vesting | Term/Strike | 2024 Grant Value (Jason Rhodes) |
|---|---|---|---|---|
| Annual non‑employee director option | 30,000 options under 2020 Plan (if served ≥6 months) | 100% on earlier of first anniversary or next annual meeting | 10-year term; exercise price = FMV on grant date | $166,476 grant-date fair value |
| Initial non‑employee director option | 60,000 options at appointment | 1/36 monthly over 3 years | 10-year term; exercise price = FMV on grant date | Not separately disclosed for Rhodes in 2024 |
- Fees are paid in arrears; reimbursement for reasonable travel expenses provided .
- Talent Committee engages an independent compensation consultant (Compensia); the committee found no conflicts of interest .
- 2024 advisory say‑on‑pay (NEO compensation) approved by a significant majority .
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlock Considerations |
|---|---|---|
| Dyne Therapeutics, Inc. | Public | Chairman; no disclosed related transactions with GBIO |
| Replimune Group, Inc. | Public (prior) | Former director; no disclosed interlock |
| Bicycle Therapeutics plc | Public (prior) | Former director; no disclosed interlock |
| Gemini Therapeutics, Inc. (now Disc Medicine) | Public (prior) | Former director; company acquired; no disclosed interlock |
| Private companies (Rectify, Be Bio, K36, Accent) | Private | No GBIO related transactions disclosed |
- Talent Committee Interlocks: None—no executive officer of GBIO served on the compensation committee of another entity whose executive served as a GBIO director or Talent Committee member in 2024 .
Expertise & Qualifications
- Leadership: Founding CEO of GBIO; partner at Atlas Venture; significant biotech board experience .
- Education: Yale (B.A.), Wharton (M.B.A.) .
- Governance: Chair of Talent Committee; Chairman of the Board; experience overseeing compensation, succession, and governance charters .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jason Rhodes | 8,450,684 | 12.6% | Includes 171,200 options exercisable within 60 days of Record Date |
| Atlas Venture Life Science Advisors (affiliate) | 8,279,484 | 12.4% | Rhodes is an affiliate of Atlas |
- Anti‑hedging and pledging: Insider Trading Policy prohibits short sales, derivatives, hedging, and pledging or margin purchases of company stock .
- Ownership guidelines: No director ownership guideline disclosure; executive long‑term incentive/ownership guidelines not formalized; equity grants primarily time‑based .
Governance Assessment
- Strengths:
- Independent Chairman and committee leadership; Board confirms independence of Rhodes and all non‑employee directors .
- Clear committee structure with active meeting cadence (Audit: 5; Talent: 4; Nominating: 2) and ≥75% attendance compliance .
- Robust anti‑hedging/pledging policy; compensation recovery policy administered by Talent Committee; regular risk assessment .
- Use of independent compensation consultant with no conflicts identified .
- Alignment and incentives:
- Significant equity ownership (12.6%) aligns interests with shareholders; options outstanding provide additional exposure .
- Director equity awards time‑vested rather than performance‑based; reduces risk of pay outcomes misaligned with performance, but may limit direct pay‑for‑performance linkage .
- Potential conflicts and RED FLAGS:
- Atlas Venture is a 12.4% holder; Rhodes is an Atlas affiliate and GBIO’s Chairman and Talent Committee Chair—this concentration may raise perceived influence concerns over governance and compensation decisions, despite Board’s independence determination .
- Director equity program increased in March 2024; monitor year‑over‑year equity grant value and rationale to guard against pay inflation .
- Related‑party transactions: None disclosed involving Rhodes; standard investors’ rights and registration rights include certain directors/5% holders; major collaboration with Moderna (a >5% holder) disclosed under related party transactions—Audit Committee oversees such matters .
- Engagement:
- Attendance thresholds met; majority attended annual meeting; independent director executive sessions at least twice yearly .
Overall, Rhodes brings deep sector and governance experience, with high ownership alignment. The principal governance watchpoint is his dual role as Chairman and Talent Committee Chair while affiliated with a significant shareholder (Atlas). Continued transparency on director equity changes and rigorous independent oversight (via Audit and Nominating committees) mitigates perceived conflicts .