Jean-François Formela
About Jean-François Formela
Jean‑François Formela, M.D., M.B.A., is a co‑founder of Legacy Korro and has served as a director of Korro Bio since the Merger closing on November 3, 2023; he previously served on Legacy Korro’s board since November 2018 . He is a Partner at Atlas Venture (joined 1993), holds an M.D. from Paris University School of Medicine and an M.B.A. from Columbia University, and has extensive life sciences board and investing experience, including roles at IFM Therapeutics and Ikena Oncology (Nasdaq: IKNA) . He is standing for election as a Class III director at the 2025 Annual Meeting for a term ending in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Korro Bio | Director | Since Nov 2018 | Co‑founder; governance through private stage to merger |
| Intellia Therapeutics (Nasdaq: NTLA) | Director (prior) | Not disclosed | Board oversight in gene editing biotech |
| Spero Therapeutics (Nasdaq: SPRO) | Director (prior) | Not disclosed | Board oversight in anti‑infectives |
| Scorpion Therapeutics (acquired by Eli Lilly) | Director (prior) | Not disclosed | Board oversight until acquisition by Eli Lilly |
| Necker University Hospital (Paris) | Emergency Medicine Physician | Early career | Clinical background; scientific literacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Venture | Partner | Since 1993 | Investment leadership; affiliated with Atlas funds that hold >5% in KRRO |
| IFM Therapeutics | Co‑founder & Director | Not disclosed | Strategy and governance in immunology biotech |
| Ikena Oncology (Nasdaq: IKNA) | Director | Current | Public company board experience |
| Sail Bio; Triveni Bio; Travin Bio | Director (private) | Current | Early‑stage governance |
| Mass General Brigham | Innovation Advisory Board Member | Current | Innovation oversight |
| Boston Institute of Contemporary Art | Trustee (former) | Prior | Non‑profit governance |
Board Governance
- Classification and tenure: Class III director; nominated for re‑election at 2025 Annual Meeting to a term ending 2028 .
- Independence: Board determined in March 2025 that all directors other than CEO Ram Aiyar are independent under Nasdaq and SEC rules (including audit and compensation committee independence criteria) .
- Committee assignments:
- Audit Committee member; committee met five times in 2024; chair is Timothy Pearson (SEC “financial expert”) .
- Nominating & Corporate Governance Committee member; committee did not meet in 2024; chair is Ali Behbahani .
- Not a member of the Compensation Committee (members: Bermingham, Behbahani, Knobil, Pearson) .
- Attendance: Full board met eight times in 2024; each director attended at least 75% of combined board and relevant committee meetings during their service .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees paid (2024) | $51,500 | Matches policy rates: $40,000 annual board retainer + $7,500 Audit member + $4,000 Nominating member |
| Policy caps | $750,000 annual cap ($1,000,000 first calendar year as a director) | Applies to total cash + equity for non‑employee directors |
| Expense reimbursement | Reasonable out‑of‑pocket reimbursed | Standard practice |
Performance Compensation
| Equity Instrument | 2024 Grant Value | Structure | Strike/Term | Vesting |
|---|---|---|---|---|
| Stock options (annual grant) | $149,978 (grant‑date fair value) | Annual option awards to non‑employee directors | Exercise price = FMV at grant; 10‑year term | Annual grant vests in full at earlier of 1‑year from grant or next annual meeting, subject to service |
| Stock options (initial grant, if applicable) | Not applicable in 2024; policy moved to %‑based in Mar 2025 | Initial grant equals ~0.128% of shares outstanding on grant date (rounded down) | Exercise price = FMV; 10‑year term | Vests in substantially equal annual installments over 3 years, subject to service |
| Annual grant formula (post‑Mar 2025) | ~0.064% of shares outstanding on grant date (rounded down) | Aligns equity size to outstanding shares; accelerates fully upon sale of company | Exercise price = FMV; 10‑year term | Vests as above; service‑based |
- Anti‑hedging/pledging: Hedging and pledging of company stock are expressly prohibited for directors .
- Clawback: Company adopted compensation recovery policy (executive incentive comp tied to financial metrics) effective Oct 2, 2023; applies to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Entities affiliated with Atlas Venture | >5% KRRO stockholder; Atlas holds 1,137,149 shares (12.1%); Formela is a member of Atlas GP entities and a KRRO director; he disclaims beneficial ownership except to the extent of pecuniary interest | Significant shareholder affiliation while serving on KRRO’s board; related‑party financings included Atlas participation; oversight via Audit Committee review of related person transactions |
| Ikena Oncology (Nasdaq: IKNA) | Current director | Industry adjacency; monitor for any commercial overlaps |
| IFM Therapeutics; Sail Bio; Triveni Bio; Travin Bio | Director roles (private) | Private biotech ecosystem ties |
Expertise & Qualifications
- Medical and scientific training (M.D.); business training (M.B.A.); partner at a leading life sciences venture firm; extensive board experience across public and private biotechs .
- Committee service on Audit and Nominating indicates governance breadth; Audit chair is designated financial expert (Pearson), suggesting Formela contributes sector and governance expertise rather than serving as the financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jean‑François Formela | 10,523 | <1% (“*”) | Individual line from principal stockholders table |
| Options held (as of 12/31/2024) | 21,190 option shares | N/A | From director compensation table footnote |
| Hedging/Pledging | Prohibited by policy | N/A | Insider Trading Policy |
Related‑Party Transactions (Context)
| Transaction | Date/Terms | Involved Related Holders | Notes |
|---|---|---|---|
| Series B Preferred Financing (Legacy Korro) | March 2023; $2.78/share; $45.5M gross proceeds | Atlas (Formela affiliation); NEA; others | Company states terms no less favorable than third‑party; Audit Committee reviews related‑person transactions |
| Pre‑Closing Financing (Legacy Korro common) | July 2023; $2.78/share; $117.3M | Atlas; NEA; FMR; Point72; Cormorant; others | Multiple >5% holders participated; disclosed in proxy |
| PIPE Financing (KRRO common) | April 2024; $56.00/share; $70.0M | Atlas; NEA; Point72 | Atlas and NEA each purchased 17,857 shares (~$1.0M) |
Director Compensation (Detail)
| Name | 2024 Cash Fees ($) | 2024 Option Awards ($) | Total ($) | Options Outstanding (12/31/2024) |
|---|---|---|---|---|
| Jean‑François Formela | $51,500 | $149,978 | $201,478 | 21,190 options |
Board Effectiveness and Engagement
- Attendance and activity: Board met 8 times; Audit Committee met 5 times, Compensation Committee met 3 times; Nominating & Governance Committee did not meet in 2024—monitor future cadence given board refresh post‑merger .
- Independence and safeguards: Board determined independence (except CEO); Audit Committee reviews related‑person transactions; anti‑hedging/pledging policy is in place .
- Compensation alignment: Director pay is modest and primarily equity via stock options; March 2025 shift from dollar‑capped grants to percentage‑of‑outstanding share formula could better align dilution and value but watch aggregate equity usage; annual and initial grants are service‑based, not performance‑metric based .
Governance Assessment
- Positives:
- Independent director with deep sector expertise; serves on Audit and Nominating committees .
- Strong alignment policies: anti‑hedging/pledging; director equity is in options with FMV strike and standard term/vesting; pay is balanced between cash and equity .
- Transparent related‑party financing disclosures; Audit Committee oversight of related‑person transactions .
- Watch items / RED FLAGS:
- Significant affiliation with Atlas Venture, a >5% stockholder that participated in multiple financings; while independence was affirmed, this is a potential perceived conflict requiring continued rigorous Audit Committee oversight .
- Nominating & Governance Committee did not meet in 2024; low committee activity can signal limited governance cadence post‑merger—monitor 2025+ engagement .
