Victor Sandor
About Victor Sandor
Victor Sandor, M.D.C.M., age 58 as of March 31, 2025, has served as an independent director of Kymera Therapeutics since November 2022 and is a Class I director with a term expiring at the 2027 annual meeting. He earned his M.D.C.M. from McGill University and completed a fellowship in Medical Oncology at the National Institutes of Health; his core credentials are clinical development and oncology leadership. Kymera’s board has determined all directors except the CEO are independent, which includes Dr. Sandor. Current biography highlights include CMO at Array BioPharma (2014–2019, through acquisition by Pfizer) and senior clinical development leadership at Incyte, Biogen Idec (Oncology CMO), and AstraZeneca.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Array BioPharma, Inc. | Chief Medical Officer | Sep 2014 – Jul 2019 | Led oncology programs through Pfizer acquisition |
| Incyte Corporation | SVP, Global Clinical Development | Not disclosed | Led global clinical development in oncology |
| Biogen Idec | VP & Chief Medical Officer, Oncology | Not disclosed | Oversaw oncology portfolio development |
| AstraZeneca | Oncology product development roles | Not disclosed | Increasing responsibility in oncology development |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Prelude Therapeutics Incorporated | Director | Public | Not disclosed |
| ADC Therapeutics SA | Director | Public | Not disclosed |
| Merus N.V. | Director | Public | Not disclosed |
| Unnamed privately held company | Director | Private | Not disclosed |
- These roles are all within oncology; while the proxy highlights independence, overlapping sector exposure can be a monitoring point for potential competitive interlocks. No related-party transactions involving Dr. Sandor are disclosed.
Board Governance
- Committee assignments: Dr. Sandor is not listed as a member of the Audit, Compensation and Talent, or Nominating and Corporate Governance Committees; current committee membership and chairs are shown below.
| Committee | Members | Chair |
|---|---|---|
| Audit | Elena Ridloff, CFA; Pamela Esposito, Ph.D.; Jeffrey Albers, J.D., MBA | Elena Ridloff, CFA |
| Compensation and Talent | Jeffrey Albers, J.D., MBA; John Maraganore, Ph.D.; Leigh Morgan | Jeffrey Albers, J.D., MBA |
| Nominating & Corporate Governance | Leigh Morgan; Pamela Esposito, Ph.D.; Gorjan Hrustanovic, Ph.D. | Leigh Morgan |
- Attendance: In 2024, the full board met six times (plus six written consents). Each director attended in person or participated in 75% or more of the aggregate of board and relevant committee meetings. All directors attended the 2024 annual meeting.
- Director class and term: Sandor is Class I; term expires at the 2027 annual meeting.
Fixed Compensation
| Year | Cash Fees ($) | Equity Grant Type | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,000 | Stock Options | 302,722 | 342,722 |
- Non-Employee Director Cash Retainer Policy (amended March 2025): base board retainer $40,000; non-executive chair $70,000; lead independent director $60,000; Audit member $10,000/chair $20,000; Compensation member $7,500/chair $15,000; Nominating member $5,000/chair $10,000.
Performance Compensation
| Equity Award | Shares | Vesting | Notable Terms |
|---|---|---|---|
| Initial Grant (upon board election) | 32,000 (policy level) | 36 equal monthly installments over 3 years | Subject to continued service; full acceleration upon company sale |
| Annual Grant (each annual meeting) | 16,000 (policy level) | Vests in full on earlier of first anniversary or next annual meeting | Subject to continued service; full acceleration upon company sale |
- 2024 grant context: As of December 31, 2024, Dr. Sandor held options to purchase 52,000 shares, including 16,000 granted in 2024. Vested and exercisable within 60 days of March 31, 2025: 32,000 shares.
- No performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; awards are time-based under the policy.
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| Prelude Therapeutics Incorporated | Director | Oncology focus; monitor for competitive overlap in pipeline or partnerships |
| ADC Therapeutics SA | Director | Oncology focus; monitor for overlap in antibody-drug conjugate research |
| Merus N.V. | Director | Oncology focus; monitor for overlap in bispecific antibody programs |
- Kymera’s independence determination accounts for affiliations with holders of >5% stock; Sandor deemed independent. Related-party transactions policy assigns Audit Committee oversight; none involving Sandor above $120,000 since Jan 1, 2024 disclosed.
Expertise & Qualifications
- Medical training: M.D.C.M. from McGill University; NIH fellowship in Medical Oncology.
- Senior biopharma clinical development leader (Array, Incyte, Biogen Idec, AstraZeneca) with extensive oncology product development experience.
- Board experience across multiple oncology public companies, contributing clinical and strategic oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Victor Sandor, M.D.C.M. | 32,000 | <1% | Consists of 32,000 shares subject to options vested and exercisable within 60 days of March 31, 2025 |
| Options Detail (Sandor) | Total Options Held (12/31/2024) | Vested & Exercisable within 60 days of 3/31/2025 | Implied Unvested Balance at that time |
|---|---|---|---|
| Kymera Options | 52,000 | 32,000 | 20,000 (derived from disclosures) |
- Anti-hedging/pledging policy: Directors are prohibited from hedging or pledging Kymera securities; no waiver requests or approvals to date.
Governance Assessment
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Independence and engagement: Sandor is an independent Class I director with oncology clinical leadership depth; board confirms independence of all non-management directors. 2024 attendance met ≥75% threshold at board/committee level.
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Committee roles: Not currently on standing committees; governance impact primarily via full board participation and external clinical expertise.
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Compensation and alignment: 2024 director pay was predominantly equity (options) with a $40,000 cash retainer, supporting at-risk alignment; option grants follow structured vesting and annual meeting cadence and accelerate upon a sale.
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Ownership: Beneficial ownership via vested options (32,000 shares; <1%); alignment is supported by anti-hedging/pledging policy, though absolute ownership is modest relative to outstanding shares.
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Conflicts/related parties: No related-party transactions involving Sandor disclosed; Audit Committee reviews and must approve any related-person transactions >$120,000. Monitor potential sector interlocks given other oncology boards, but independence affirmed.
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RED FLAGS: None disclosed specific to Sandor—no pledging, no related-party transactions, and attendance threshold met. Note modest personal beneficial ownership and lack of committee assignments as areas to watch for board influence and alignment.