Tamsin Berry

About Tamsin Berry

Tamsin Berry, age 44, has served as an independent director of Invivyd (IVVD) since June 2022. She is a partner at Population Health Partners (since June 2020), and previously led the UK Office for Life Sciences (Director 2019–2020; Deputy Director 2015–2019). She holds an LLB from the University of Nottingham and a master’s in Philosophy from the University of Leeds, and was awarded an OBE for COVID Taskforce work; she also serves part‑time as Chief of Staff at The Ellison Institute of Technology Oxford (since March 2024) .

Past Roles

External Roles

Board Governance

• Independence and roles
  • The board determined all nominees, including Berry, are independent under Nasdaq rules .
  • Berry is a member of the Audit Committee; the committee chair is Kevin F. McLaughlin (Audit Committee report signed by McLaughlin, Berry, Elia) .
• Attendance and engagement
  • In 2024 the board held 9 meetings; each director attended at least 75% of board and applicable committee meetings. Committee meetings: Audit (5), Compensation (10), Nominating & Corporate Governance (7) .
• Board leadership
  • The board chair is independent (Marc Elia) and separate from the principal executive officer role .

Fixed Compensation

• Director pay policy (non-employee):

  • Annual cash retainer $40,000; Audit Committee member $7,500; Audit Chair $15,000; Compensation Committee member $5,000; Nominating Committee member $4,000; annual option grant 50,000 options; initial option grant 100,000 options; option vesting accelerated on change in control .

• Berry’s actual director compensation (reported):

  Metric	2023	2024
  Fees earned or paid in cash ($)	40,000	44,595
  Option awards (grant-date fair value, $)	53,125	65,270
  Total ($)	93,125	109,865

• Options held (as of year-end):

  • As of Dec 31, 2023: 200,000 options .
  • As of Dec 31, 2024: 250,000 options .

Performance Compensation

• Non-employee director compensation at Invivyd is cash retainers plus time-based stock options; no disclosed performance-conditioned metrics for director equity (e.g., TSR or revenue targets) .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Berry (beyond IVVD) .
• Not-for-profit/academic boards: Global Pathogen Analysis Service (Nov 2021–Feb 2024) .
• Interlocks and related parties:
  • Population Health Partners (PHP): Invivyd entered a Master Services Agreement with PHP effective Nov 15, 2022 (terminated July 2024) and issued a warrant to PHP for up to 6,824,712 IVVD shares with market-cap vesting tranches and registration rights. Berry is an LP of PHP (potential perceived conflict); payments under the PHP work order totaled $3.0 million through Dec 31, 2024 .
  • Adimab: Significant shareholder and partner; other Invivyd directors (Terrance McGuire and Ajay Royan) sit on Adimab’s board and Adimab has multiple agreements with Invivyd (assignment/license, collaboration, platform transfer). Berry is not identified as affiliated with Adimab .

Expertise & Qualifications

• Health policy and government affairs expertise from leading the UK Office for Life Sciences (director/deputy director), COVID serology/seroprevalence program leadership (OBE), and advisory roles to Oxford/Tony Blair Institute; legal background (LLB) and philosophy master’s .
• Audit committee service, meeting Nasdaq and Exchange Act independence standards for audit committee members (additional independence criteria) .

Equity Ownership

• Beneficial ownership and alignment

  Metric	As of 3/22/2024	As of 3/22/2025
  Shares beneficially owned	141,663 (options exercisable or within 60 days)	241,666 (options exercisable or within 60 days)
  Ownership % of outstanding	<1%	<1%
  Total options held at year-end prior	200,000 (12/31/2023)	250,000 (12/31/2024)

• Policies: Invivyd prohibits hedging by directors and employees; clawback policy applies to executive incentive compensation (not directors) .

Governance Assessment

• Strengths
  • Independent director with relevant public health and policy expertise; serves on the Audit Committee, supporting financial oversight .
  • Board leadership is independent, and all nominees are Nasdaq-independent; directors met attendance thresholds; board and committees are active (9 board meetings, 22 committee meetings in 2024) .
  • Hedging prohibition for directors enhances alignment; director equity awards accelerate only on change in control per policy .
• Watch items / potential conflicts
  • PHP related-party exposure: Berry is an LP in PHP, which provided services to Invivyd (aggregate $3.0M under a six‑month work order) and received a sizable performance-vested warrant; although the MSA was terminated in July 2024, the warrant and registration rights persist, warranting continued monitoring of recusals and Audit Committee oversight on any PHP-related matters .
  • Broader board interlocks with Adimab (major shareholder and collaborator) via other directors (not Berry) introduce related-party complexity; the Audit Committee oversees related-party transactions, but investors should track ongoing payments and milestones under these agreements .
• Process and shareholder voice
  • As an Emerging Growth Company, Invivyd is exempt from say‑on‑pay votes; while typical for EGCs, this limits direct shareholder feedback on compensation practices .

Overall: Berry’s independence, audit committee role, and health-policy background support board effectiveness. The PHP linkage is the primary perceived conflict area; termination of the PHP MSA reduces near-term exposure, but the PHP warrant remains a governance risk indicator that merits ongoing monitoring and clear recusals on any related matters .