Bruce Booth
About Bruce Booth
Bruce Booth, D.Phil., is Founder and non-executive Chair of Kymera Therapeutics’ board (director since 2015; Class III term ends 2026). He is a Partner at Atlas Venture, co-founded Kymera, and previously served as Kymera’s President/CEO (2015–2017). He holds a D.Phil. in molecular immunology from Oxford and a B.S. in biochemistry from Penn State. The board has determined that all directors except the CEO are independent under Nasdaq/SEC rules, which includes Dr. Booth; he was age 50 as of March 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kymera Therapeutics | Co‑Founder; President & CEO | 2015–2017 | Led formation and early strategy as co‑founder and first CEO |
| Kymera Therapeutics | Chair, Board of Directors (non‑executive) | 2015–present | Separate Chair/CEO structure; Board oversight and agenda‑setting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlas Venture | Partner | 2005–present | Life sciences venture investor |
| Vigil Neuroscience, Inc. (public) | Chair, Board of Directors | Current | Public biotech board leadership |
| Sionna Therapeutics, Inc. (public) | Director | Current | Public biotech board member |
Board Governance
- Structure and independence: Chair and CEO roles separated; Lead Independent Director established (Felix J. Baker, appointed March 2024). Board determined all directors except the CEO are independent under Nasdaq/SEC standards (considered affiliations with >5% shareholders in independence determination) .
- Committee assignments: Dr. Booth is not listed on Audit, Compensation & Talent, or Nominating & Corporate Governance committees (he serves as non‑executive Chair; committees chaired by other independent directors) .
- Attendance/engagement: Board met 6 times and acted by written consent 6 times in 2024; each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation (Director)
| Metric (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Cash retainer (non‑executive Chair) | $70,000 | Paid as “Fees Earned or Paid in Cash” |
| Committee fees | $0 | No committee membership listed for Booth – |
| Director cash policy (effective Mar 2025, for context) | Board member $40k; non‑exec Chair $70k; Lead Independent Director $60k; Audit Chair $20k/Members $10k; Comp Chair $15k/Members $7.5k; Nominating Chair $10k/Members $5k |
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual equity grant (policy) | Non‑employee directors receive annual option grant (raised from 12,000 to 16,000 shares on Mar 27, 2024); vests in full on earlier of 1-year anniversary or next annual meeting; full vest on change‑in‑control . |
| Initial equity grant (policy) | Initial option grant increased from 24,000 to 32,000 shares (Mar 27, 2024); vests monthly over 3 years . |
| 2024 option award (grant-date FV) | $302,722; as of 12/31/24 Booth held options to purchase 100,190 shares, including 16,000 granted in 2024 . |
Other Directorships & Interlocks
| Type | Counterparty | Nature of Interlock/Relationship | Governance Implication |
|---|---|---|---|
| Director cross‑board | Sionna Therapeutics (public) | Booth is Sionna director; Kymera director Elena Ridloff is Sionna CFO & Head of Corp Dev and a Kymera director | Information flow across boards; monitor for potential future related‑party transactions or conflicts if business dealings arise. |
| Significant holder affiliation | Atlas Venture (7.52% beneficial owner via affiliated funds) | Booth is Atlas Partner; Atlas funds hold 4,896,462 KYMR shares | Potential perceived conflict; Board considered such affiliations in independence determinations . |
Expertise & Qualifications
- Scientific and company-building background (D.Phil. in molecular immunology; venture creation/strategy expertise from Atlas Venture; founder/operator experience at Kymera) .
- Board leadership in public biotechs (Chair at Vigil Neuroscience; director at Sionna Therapeutics) .
Equity Ownership
| Holder | Form of Ownership | Amount | % of Shares Outstanding |
|---|---|---|---|
| Bruce Booth (personal beneficial) | Options exercisable within 60 days (as of 3/31/2025) | 84,190 | <1% (indicated with “*”) |
| Bruce Booth (total options held as of 12/31/2024) | Stock options | 100,190 (incl. 16,000 granted 2024) | n/a |
| Atlas Venture affiliated entities | Common stock | 4,896,462 | 7.52% |
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging by directors/officers; no exceptions disclosed .
Insider Trades (Bruce Booth)
| Trade Date | Transaction | Shares | Price | Notes/Source |
|---|---|---|---|---|
| 2024‑03‑11 | Sale (indirect) | 353,357 | ~$42.20 | Reported on Form 4; OpenInsider notes indirect sales; part of a selling program |
| 2024‑06‑12 | Sale (indirect) | 26,940 | ~$35.27 | Form 4 filed 06/14/2024 |
| 2024‑07‑09 | Sale (indirect) | 453,960 | ~$38.21 | Under a Rule 10b5‑1 plan by Atlas Venture Fund X (adopted 1/22/2024), per Form 4 |
| 2024‑06‑18 | Option grant | 16,000 | — | Annual director option grant; vests on earlier of 1 year or next annual meeting (Form 4) |
| 2025‑06‑25 | Option grant | 16,000 | — | Annual director option grant (Form 4) |
Note: Company policy prohibits hedging/pledging; the July 2024 Form 4 specifies sales executed under a Rule 10b5‑1 plan adopted by an Atlas fund, which can mitigate concerns about timing discretion .
Governance and Compensation Context (Company-level signals relevant to board effectiveness)
- Say‑on‑pay support: 91% (2023) and 94% (2024) approval, indicating strong shareholder support for compensation practices .
- Clawback: Nasdaq‑compliant compensation recovery policy adopted Nov 1, 2023; no restatements requiring recovery as of year‑end 2024 .
- Related‑party oversight: Audit Committee reviews related‑party transactions; policy in place since IPO; indemnification agreements in place for directors/officers .
- Financing and investor alignment: Large 2024 follow‑ons with significant insider/fund participation (e.g., Baker Bros., BVF, Avoro), reinforcing long‑term investor sponsorship; Baker Bros. participation noted while Dr. Baker serves as Kymera Lead Independent Director .
RED FLAGS and Risk Indicators
- Significant shareholder affiliation: Booth is an Atlas Partner while Atlas owns 7.52% of KYMR; while the board affirmed independence, this affiliation warrants ongoing monitoring for potential conflicts in capital allocation, M&A, partnering, or board committee deliberations .
- Interlocks: Booth’s Sionna directorship and Kymera director Elena Ridloff’s executive role at Sionna create a network linkage; not a conflict per se, but monitor for any future transactions between Kymera and Sionna .
- Insider selling optics: Multiple 2024 sales (indirect via Atlas funds) under a pre‑set Rule 10b5‑1 plan; plan disclosure reduces timing concerns, but recurring sales by affiliated funds can be viewed by some investors as a mixed signal; continued transparency is important .
Director Compensation Details (FY2024)
| Name | Fees Earned (Cash) | Option Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| Bruce Booth, D.Phil. | $70,000 | $302,722 | $372,722 |
- As of 12/31/2024, Booth held options to purchase 100,190 shares, including 16,000 granted in 2024 .
- Non‑employee director compensation policy (updated Mar 27, 2024/Mar 2025) specifies cash retainers and option grants with vesting aligned to annual meeting cadence; full acceleration on change‑in‑control .
Governance Assessment
- Strengths
- Independent, non‑executive Chair with clear separation from CEO; presence of Lead Independent Director enhances independent oversight .
- Strong board‑wide attendance/engagement; robust shareholder support for executive pay (91%/94%) .
- Clear anti‑hedging/anti‑pledging policy and related‑party review process; Nasdaq‑compliant clawback adopted .
- Relevant sector expertise (company formation, strategy, scientific background) and public board leadership at peer biotechs .
- Watch items
- Atlas ownership/affiliation (7.52%) while serving as Chair—board has assessed independence, but continued monitoring of recusals and committee compositions is advisable to maintain investor confidence .
- Optics of recurring fund‑related 10b5‑1 sales; maintain transparent disclosure around plans and rationales to avoid misinterpretation by the market .
- Overall: Governance structure and policies are sound with strong shareholder alignment signals; primary sensitivity is the Chair’s venture affiliation with a 5%+ holder, which the board has formally considered in independence determinations .