Nessan Bermingham

About Nessan Bermingham

Nessan Bermingham, Ph.D., is the independent Chairperson of Korro Bio’s board, a co‑founder of Legacy Korro, and has served as Chair since the November 2023 merger; he previously served as Legacy Korro’s Chairman and Executive Chairman/President (2018–2021) . He holds a bachelor’s in genetics from Queen’s University Belfast, a Ph.D. in molecular biology from Imperial College London, and was a Howard Hughes Associate Fellow at Baylor College of Medicine . Age was 51 as disclosed in the FY2023 10‑K; directors’ ages were presented as of that report date . Korro’s board determined in March 2025 that all directors other than the CEO are independent under Nasdaq and SEC rules; Bermingham is independent .

Past Roles

Organization	Role	Tenure	Committees/Impact
Intellia Therapeutics (Nasdaq: NTLA)	Co‑founder; President & CEO	2014–2017	Led company formation and growth
Triplet Therapeutics	Co‑founder; President & CEO	Nov 2018–Jul 2021	Built platform; led operations
Atlas Venture	Venture Partner	Feb 2018–Jul 2021	Investment/board roles across biotech
Liberate Bio	Interim CEO	Oct 2022–Feb 2023	Transitional leadership
Legacy Korro	Chairman; Executive Chairman/President	Nov 2018–Nov 2021; Chairman since Nov 2021	Governance leadership pre‑merger

External Roles

Organization	Role	Tenure	Notes
Khosla Ventures	Operating Partner	Since Dec 2021	Investment role; potential network interlocks
EveryONE Medicines	Chairman; Interim CEO	Chairman (current); Interim CEO Oct 2022–Jul 2024	Ongoing private company leadership
Xilio Therapeutics (Nasdaq: XLO)	Director (prior)	Prior service (dates not specified)	Prior public board experience
F‑Star Therapeutics	Chair of the Board (prior)	Prior to reverse merger/acquisition	Led board pre‑transaction
Various private companies	Director	Ongoing/previous	Multiple private boards

Board Governance

Structure: Separate Chair and CEO; Chair presides over board meetings and runs meetings of independent directors, facilitating oversight and independent agenda setting .
Independence: Board determined all directors except the CEO are independent; Bermingham is independent .
Committees and roles:
- Audit Committee: Member; committee met five times in 2024; Timothy Pearson is Chair and SEC “financial expert” .
- Compensation Committee: Chair; committee met three times in 2024; members include Bermingham, Behbahani, Knobil and Pearson (2025) .
- Nominating & Corporate Governance Committee: Not a member; committee did not meet in 2024; members are Behbahani (Chair), Formela, Meyers .
Attendance: Full board met eight times in 2024; each director attended at least 75% of aggregate board and committee meetings during their service periods .
Policies: Company has a compensation recovery (clawback) policy applicable to incentive compensation received by executive officers in case of restatements, adopted Nov 3, 2023 (effective Oct 2, 2023) ; insider trading policy prohibits hedging and pledging of company securities by directors and employees .

Fixed Compensation

Component (2024)	Amount (USD)	Basis/Notes
Cash fees (total)	$87,500	Sum of board retainer $40,000 , Non‑Executive Chair retainer $30,000 , Compensation Committee Chair $10,000 , Audit Committee member $7,500
Meeting fees	$0	Not disclosed; policy specifies retainers, not per‑meeting fees
Committee membership fees (detail)	Included above	Audit member $7,500; other committee member fees per policy

Performance Compensation

Grant Type	2024 Grant Fair Value	Vesting Terms	Performance Metrics
Non‑statutory stock options (annual grant)	$149,978	Director Annual Grant vests in full by next annual meeting or one‑year anniversary; 10‑year term; exercise price at grant‑date FMV	None disclosed for directors (no PSU/metric‑based equity)
Initial director options (policy)	N/A	Director Initial Grant vests in equal annual installments over 3 years; 10‑year term; exercise price at FMV	None disclosed for directors

No director‑specific performance metrics (e.g., TSR, EBITDA, ESG targets) are tied to non‑employee director compensation; grants are time‑based per policy .

Other Directorships & Interlocks

Entity	Type	Role	Potential Interlock/Conflict Considerations
Atlas Venture	Investor (>5% holder)	Prior Venture Partner	Board includes an Atlas partner (Formela); historical ties warrant standard oversight; no related‑party transactions involving Bermingham disclosed
New Enterprise Associates (NEA)	Investor (>5% holder)	None disclosed	NEA has a director (Behbahani); typical VC governance footprint; transactions disclosed at arm’s length; no Bermingham‑specific transactions
Khosla Ventures	VC firm	Operating Partner	Broad biotech footprint; no related‑party transactions disclosed with Korro
Point72, AllianceBernstein, FMR, others	Institutional holders	N/A	Significant holders; standard registration rights disclosed; no Bermingham‑specific conflicts

Expertise & Qualifications

Company building and C‑suite leadership (CEO roles at Intellia Therapeutics and Triplet Therapeutics) .
Venture investing and board governance experience (Atlas Venture; multiple private boards) .
Scientific credentials in molecular biology/genetics; Howard Hughes Associate Fellow .

Equity Ownership

Ownership Element	Amount	Notes
Total beneficial ownership	124,841 shares (1.3%)	Includes common and options exercisable within 60 days; percent of 9,390,492 shares outstanding
Common shares	35,114 shares	Direct holdings as disclosed
Options exercisable ≤60 days	89,727 shares	Counted in beneficial ownership per SEC rules
Total options held (Dec 31, 2024)	96,963 options	Aggregate options position; vesting per policy
Hedging/Pledging	Prohibited	Insider trading policy expressly prohibits hedging and pledging for directors
Section 16 compliance	Timely filings	Company reports timely compliance for Section 16 filers in 2024

Governance Assessment

Positives:
- Independent Chair with clear separation from CEO; Chair leads executive sessions and enhances oversight .
- Strong committee involvement: Bermingham chairs Compensation Committee and serves on Audit; committees met multiple times in 2024, supporting active oversight .
- Anti‑hedging and anti‑pledging policy aligns director incentives with long‑term shareholder value .
- Ownership alignment: 1.3% beneficial stake including significant option holdings; standard director retainer and equity mix .
- Use of independent compensation consultant (Alpine) with no conflicts identified; Compensation Committee reviews independence annually .
Watch items / RED FLAGS to monitor:
- Nominating & Corporate Governance Committee did not meet in 2024; while not necessarily problematic, limited activity warrants attention for board refresh and succession processes .
- Venture investor presence (Atlas, NEA) with board seats is common in biotech but can concentrate influence; ensure continued robust related‑party transaction oversight by Audit Committee (Bermingham is a member) .
- No director‑specific performance metrics disclosed for equity grants; time‑based options are standard, but investors may prefer stronger pay‑for‑performance linkages for directors in special situations .

Committee Assignments Summary

Committee	Role	2024 Meeting Count
Compensation	Chair	3
Audit	Member	5
Nominating & Corporate Governance	Not a member	0 (committee did not meet in 2024)

Director Compensation (2024)

Metric	Amount (USD)
Fees Paid or Earned in Cash	$87,500
Option Awards (Grant Date Fair Value)	$149,978
Total	$237,478

Director Compensation Policy Components

Component	Amount (USD)
Annual Board Retainer	$40,000
Non‑Executive Chair Retainer	$30,000
Audit Committee Member	$7,500
Compensation Committee Chair	$10,000
Nominating Committee Member	$4,000 (Chair $8,000)
Annual Director Option Grant	≈0.064% of outstanding shares; 10‑year term; vests by next AGM
Initial Director Option Grant	≈0.128% of outstanding shares; 10‑year term; vests over 3 years

Insider Trades and Compliance

Section 16(a) filings: Company reports all required insider filings were timely for 2024; specific Form 4 transactions for Bermingham are not disclosed in the proxy .