John Maraganore
About John Maraganore
John Maraganore, Ph.D., age 62, has served as an independent director of Kymera Therapeutics since January 2022. He is a former CEO of Alnylam Pharmaceuticals (2002–2021) and currently holds roles across venture and advisory firms, including ARCH Venture Partners (Venture Partner), Atlas Venture (Venture Advisor), Blackstone Life Sciences (Senior Advisor), Jefferies Financial Services (Senior Advisor), and RTW Investments (Executive Partner). He holds a B.A., M.S., and Ph.D. in biochemistry and molecular biology from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. | Chief Executive Officer; Director | 2002–2021 | Led growth from research-stage to commercial biotech |
| Alnylam Pharmaceuticals, Inc. | President | 2002–2007 | Executive leadership |
| Biotechnology Industry Organization (BIO) | Board Member; prior Chair; Executive Committee | Not specified | Industry leadership and policy influence |
| Agios Pharmaceuticals, Inc. | Director | 2010–May 2023 | Board service |
| ProKidney Corp | Director | Aug 2022–May 2024 | Board service |
External Roles
| Organization | Role | Public Company | Committees/Notes |
|---|---|---|---|
| Beam Therapeutics Inc. | Director | Yes | Public biopharma |
| Rapport Therapeutics, Inc. | Director | Yes | Public biopharma |
| Takeda Pharmaceuticals | Director | Yes | Public biopharma |
| ARCH Venture Partners | Venture Partner | No (venture firm) | Investment/advisory role |
| Atlas Venture | Venture Advisor | No (venture firm) | Advisory role |
| Blackstone Life Sciences | Senior Advisor | No (investment arm) | Advisory role |
| Jefferies Financial Services | Senior Advisor | No (financial services) | Advisory role |
Board Governance
- Independence: The board determined all directors except CEO Nello Mainolfi are independent under Nasdaq and SEC rules; independence determinations considered affiliations with >5% holders .
- Committee assignments: Member, Compensation and Talent Committee (Chair: Jeffrey Albers); the committee met 5 times with 1 written consent in 2024 .
- Attendance: Each director attended ≥75% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board structure: Separate Chair and CEO; Lead Independent Director role held by Felix J. Baker (appointed March 2024) .
- Term and tenure: Class III director; term expires at the 2026 annual meeting; director since 2022 .
Fixed Compensation
| Item | Policy Amount | Notes |
|---|---|---|
| Board annual retainer (member) | $40,000 | Excludes chair/LID premiums |
| Compensation & Talent Committee member fee | $7,500 | Chair $15,000 |
| Audit Committee member fee | $10,000 | Chair $20,000 |
| Nominating & Corporate Governance member fee | $5,000 | Chair $10,000 |
| 2024 cash paid (Maraganore) | $46,875 | As disclosed in 2024 Director Compensation Table |
Performance Compensation
| Equity Component | Grant Size | Vesting | 2024 Grant Date Fair Value | Change-in-Control Terms |
|---|---|---|---|---|
| Initial non-employee director option grant | 32,000 shares (increased from 24,000 on Mar 27, 2024) | 36 equal monthly installments over 3 years | N/A | Full acceleration upon sale of the company |
| Annual non-employee director option grant | 16,000 shares (increased from 12,000 on Mar 27, 2024) | Vests in full by the next annual meeting or first anniversary | N/A | Full acceleration upon sale of the company |
| 2024 option awards (Maraganore) | N/A | N/A | $302,722 | As per director policy |
No director performance metrics (TSR/EBITDA/ESG) are attached to director equity; vesting is time-based per policy .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Major holder board interlock | Felix J. Baker (Lead Independent Director) is affiliated with Baker Bros., a >5% holder; compensation for his board service accrues to Baker entities (policy disclosed) . |
| Underwriter/advisor interlock | Kymera entered into a $300M “at-the-market” facility with Jefferies on Oct 31, 2024; subsequently, Maraganore became a Senior Advisor to Jefferies, creating a potential perceived conflict to monitor . |
| Related-party offerings participation | BVF and Baker Bros. affiliates purchased substantial pre-funded warrants in Jan and Aug 2024 offerings . |
Expertise & Qualifications
- Deep biopharma operating experience as CEO and President, board leadership across multiple public biotechs, and industry policy via BIO Executive Committee .
- Scientific credentials: Ph.D. in biochemistry and molecular biology; University of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Components |
|---|---|---|---|
| John Maraganore, Ph.D. | 36,000 | <1% (asterisk) | 36,000 options vested/exercisable within 60 days of Mar 31, 2025 |
| Options held (total) | 52,000 as of Dec 31, 2024 | N/A | Includes 16,000 options granted in 2024 |
| Pledging/Hedging | Prohibited by insider trading policy; no waivers approved to date |
Director Compensation (2024 actuals)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| John Maraganore, Ph.D. | $46,875 | $302,722 | $349,597 |
Say‑on‑Pay & Shareholder Voting (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Jeffrey Albers (Class II) | 55,765,189 | 3,142,251 | 2,748,381 | 2,748,381 |
| Elect Felix J. Baker (Class II) | 51,745,887 | 7,161,553 | 2,748,381 | 2,748,381 |
| Advisory vote on NEO compensation | 54,364,880 | 4,531,413 | 11,147 | 2,748,381 |
| Ratify E&Y LLP (FY2025) | 61,644,725 | 4,768 | 6,328 | 0 |
Governance Assessment
- Independence and engagement: Board affirms Maraganore’s independence; he serves on the Compensation and Talent Committee, which met five times in 2024, and he co-signed the committee’s report—indicating active involvement in CEO goal-setting, pay oversight, and human capital governance .
- Attendance: Directors, including Maraganore, met or exceeded the 75% attendance threshold; all attended the 2024 annual meeting—supporting engagement and board effectiveness .
- Alignment and incentives: Director compensation is modest in cash (policy retainer $40,000) with time-based option grants (initial 32,000; annual 16,000), full acceleration on sale; beneficial ownership is <1% with 36,000 options currently exercisable, suggesting alignment via equity though change-of-control acceleration can create optics risk in M&A scenarios .
- Potential conflict to monitor (RED FLAG): The Jefferies ATM agent engagement followed by Maraganore becoming a Senior Advisor to Jefferies warrants ongoing monitoring and clear recusal protocols for capital markets decisions to preserve independence .
- Shareholder sentiment: 2025 say‑on‑pay passed comfortably, indicating current investor support for compensation practices overseen by the committee on which Maraganore serves .
- Risk controls: Anti‑hedging/pledging policy, clawback policy compliant with Nasdaq, independent compensation consulting, and no tax gross‑ups strengthen governance posture .
Overall signal: Strong governance participation and independence with one notable underwriter‑advisor interlock to monitor for perceived conflicts.