Kevin McLaughlin
Director at IVVD
Board
About Kevin F. McLaughlin
Kevin F. McLaughlin, age 68, joined Invivyd’s (IVVD) board in May 2024 as an independent director and currently chairs the Audit Committee. He has 40+ years of financial and operating experience, including CFO roles and a CEO stint, and is formally designated an “audit committee financial expert.” McLaughlin holds a B.S. from Northeastern University and an M.B.A. from Babson College. He previously served as CFO of Acceleron Pharma (2010–2021) and held leadership roles at Qteros, Aptius Education, and PRAECIS Pharmaceuticals, with earlier finance roles at Prime Computer and Computervision .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleron Pharma Inc. | SVP, CFO & Treasurer | 2010–2021 | Led finance through sale to Merck |
| Qteros, Inc. | SVP & CFO | 2009–2010 | Biofuels finance leadership |
| Aptius Education, Inc. | Co-Founder, COO & Director | 2007–2009 | Operating executive and board member |
| PRAECIS Pharmaceuticals Incorporated | CFO → COO → President & CEO, Director | 1996–2007 | Led company through sale to GSK |
| Prime Computer; Computervision | Senior finance roles | Not disclosed | Early career finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vericel Corporation | Director | Current | Public company board service |
| “Recently formed” private biotech company | Director | Current | Private company board |
| Decibel Therapeutics | Former Director | Until sale to Regeneron | Concluded upon transaction |
| Stealth Biotherapeutics | Former Director | Until taken private | Concluded upon take-private |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert” by IVVD’s board .
- Independence: Board determined McLaughlin is independent under Nasdaq Rule 5605(a)(2) and meets enhanced independence standards for audit and compensation committees; he is also the anticipated Compensation Committee member following the 2025 AGM .
- Attendance: In 2024, the board held nine meetings; each director attended at least 75% of board and committee meetings during their service period .
- Committee activity context (FY2024): Audit (5 meetings), Compensation (10), Nominating & Corporate Governance (7) .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned (Cash) | $33,695 | Pro-rated annual board/committee retainers from May 21, 2024 |
| Option Awards (Grant-date fair value) | $133,630 | Director equity under policy (time-based vesting) |
| Total | $167,325 | Cash + equity grant value |
Director Compensation Policy (structure):
- Annual board cash retainer: $40,000; Audit Chair: +$15,000; Audit member: +$7,500; Compensation Chair: +$10,000; Compensation member: +$5,000; Nominating Chair: +$8,000; Nominating member: +$4,000 (paid quarterly; pro-rated for mid-year appointments) .
- Initial director option grant: 100,000 shares; vesting 1/3 at first anniversary, then monthly over next 24 months (fully vested at 3 years) .
- Annual director option grant: 50,000 shares; vests by next AGM or first anniversary (pro-rated for mid-year), 10-year term, exercise price = Nasdaq close, accelerated vesting upon change in control; 12-month post-termination exercise window (non-cause) .
Performance Compensation
| Program Element | Performance Metric | Target/Formula | Status |
|---|---|---|---|
| Director equity awards | None disclosed (time-based options) | N/A | Options only; no PSUs/TSR metrics disclosed |
IVVD’s non-employee director program uses time-based stock options; no director performance-vested equity or specific performance metrics for directors are disclosed .
Other Directorships & Interlocks
| Type | Entity | Relationship | Notes |
|---|---|---|---|
| Public company board | Vericel Corporation | McLaughlin—Director | Current service |
| Prior public boards | Decibel Therapeutics; Stealth Biotherapeutics | McLaughlin—Director | Concluded upon corporate transactions |
| Related-party landscape (IVVD) | Adimab (18.1% holder) | Other IVVD directors (McGuire, Royan) serve on Adimab’s board; McLaughlin not disclosed as Adimab board member | Highlights potential interlocks at the board level, not involving McLaughlin |
| Third-party advisory (IVVD) | PHP | Prior services and performance warrants; not linked to McLaughlin | Context for related-party oversight by Audit Committee |
Expertise & Qualifications
- Financial expertise: Former public company CFO; board-designated “audit committee financial expert” .
- Industry depth: Biotech/pharma executive and board experience across Acceleron, PRAECIS, Vericel, Decibel, Stealth .
- Education: B.S. Northeastern; M.B.A. Babson .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| Kevin F. McLaughlin | 33,330 (options exercisable within 60 days of Mar 22, 2025) | <1% | 100,000 total director options outstanding as of Dec 31, 2024 |
Additional ownership/controls:
- Hedging policy: IVVD prohibits directors and employees from engaging in hedging transactions; Rule 10b5-1 plans require no unsettled positions and restrictions during plan effectiveness .
- Pledging: No pledging disclosures identified for McLaughlin in proxy; not specified elsewhere .
Governance Assessment
-
Strengths
- Independent director; chairs Audit Committee; formally recognized audit committee financial expert—supports robust financial reporting oversight .
- Meets enhanced independence standards for audit and compensation committees; slated for Compensation Committee service post-2025 AGM—adds cross-committee governance continuity .
- Attendance threshold met; 2024 board and committee cadence suggests active governance processes (Audit 5; Comp 10; Nominating 7) .
- Director pay structure leans equity via options, aligning incentives with shareholder value; change-in-control acceleration is standard for directors; 12-month post-termination exercise promotes alignment without undue short-termism .
-
Watch items
- Related-party transactions exist at IVVD level (Adimab agreements; PHP services/warrant). As Audit Chair, McLaughlin oversees approval/monitoring of related-person transactions—ongoing vigilance warranted; no McLaughlin-specific related-party ties disclosed .
- IVVD is an “emerging growth company” and not subject to say-on-pay votes—limits external advisory feedback on compensation; committee reliance on Alpine Rewards for independent benchmarking mitigates risk .
-
Overall read-through for investor confidence
- McLaughlin’s deep CFO background and audit chair role are positives for board effectiveness and financial governance. Independence and absence of disclosed related-party ties bolster alignment; equity-heavy director comp aids shareholder alignment. Continued strong oversight of IVVD’s related-party arrangements (Adimab, PHP) remains a key governance priority .