Angela Thedinga
About Angela Thedinga
Angela Thedinga, age 43, has served as an independent Class I director on Nkarta’s Board since March 2022. She is founder and principal consultant of Agenvia, LLC (gene therapy consulting) since January 2022, and previously served as CTO of Adverum Biotechnologies (Feb 2020–Oct 2021) with prior program management leadership roles at Adverum and AveXis (acquired by Novartis); she also held manufacturing strategy roles at Novartis Vaccines & Diagnostics and Abbott Laboratories. She served on Tenaya Therapeutics’ Technical Advisory Board from May 2023 to July 2024. She holds a B.S. (Chemical Engineering, UW–Madison), M.S. (Chemical Engineering, MIT), MBA (MIT Sloan), and MPH (UNC Chapel Hill) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agenvia, LLC | Founder & Principal Consultant (gene therapy consulting) | Jan 2022–present | Industry expertise in gene therapy; independent advisory work |
| Adverum Biotechnologies (NASDAQ: ADVM) | CTO; VP, Program Management & Strategy | CTO: Feb 2020–Oct 2021; VP: Aug 2019–Feb 2020 | Led technology and program strategy in clinical-stage gene therapy |
| AveXis, Inc. (acquired by Novartis) | VP, Program Management & Chief of Staff; Sr Director, Program Mgmt & Strategy | VP: Jun 2018–May 2019; Sr Dir: Oct 2015–Jun 2018 | Program leadership through growth and acquisition |
| Novartis Vaccines & Diagnostics | Manufacturing strategy roles | Not specified | Manufacturing strategy experience |
| Abbott Laboratories (NYSE: ABT) | Manufacturing strategy roles | Not specified | Manufacturing strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tenaya Therapeutics (NASDAQ: TNYA) | Technical Advisory Board Member | May 2023–Jul 2024 | Advisory, not board of directors |
Proxy biographies do not list any current public company board directorships for Ms. Thedinga beyond Nkarta .
Board Governance
- Independence: The Board has determined Ms. Thedinga is independent under Nasdaq standards; committee-specific independence affirmed for Compensation (2023–2024) and Audit (2024 onward) .
- Committee assignments:
- Compensation Committee member (appointed Sept 20, 2023); committee met 5 times in 2023 and 6 times in 2024 .
- Audit Committee member beginning immediately following the June 13, 2024 annual meeting; Audit met 4 times in 2024; Patterson is the designated “audit committee financial expert” .
- Attendance: In 2023 and 2024, each director attended at least 75% of aggregate Board and committee meetings; Board met 4 times (2023) and 6 times (2024). Nominating & Governance met 3 times (2023) and 5 times (2024). Science & Technology Committee was established in Sept 2024 and met once in 2024 .
- Executive sessions: Independent directors meet in regularly scheduled sessions without management .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,250 | $52,449 |
| Stock Awards ($) | — | — |
| Option Awards ($) | $81,250 | $119,104 |
| Total ($) | $122,500 | $171,553 |
Director Compensation Policy – Annual Cash Retainers:
| Role/Retainer | 2024 Policy | 2025 Policy |
|---|---|---|
| Annual Board Retainer | $40,000 | $40,000 |
| Board Chair/Lead Independent Retainer | $30,000 | $30,000 |
| Audit Committee Chair | $15,000 | $15,000 |
| Compensation Committee Chair | $10,000 | $12,000 |
| Nominating & Governance Chair | $8,000 | $10,000 |
| Science & Technology Chair | — | $12,000 |
| Audit Committee Member | $7,500 | $7,500 |
| Compensation Committee Member | $5,000 | $6,000 |
| Nominating & Governance Member | $4,000 | $5,000 |
| Science & Technology Committee Member | — | $6,000 |
Performance Compensation
Director Compensation Policy – Equity Awards:
| Parameter | FY 2023 | FY 2024 |
|---|---|---|
| Annual option grant shares (continuing directors) | 22,500 shares; grant-date fair value ≈$270,000 target; vests on first anniversary | 22,500 shares; vests on first anniversary |
| Initial option grant shares (new directors) | 45,000 shares; grant-date fair value ≈$540,000 target; vests 1/3 annually over 3 years | 92,000-share cap introduced in 2025 policy (fair value ≈$540,000); vesting 1/3 annually over 3 years |
| Change-in-control treatment | Unvested options vest upon change in control | Unvested options vest upon change in control |
Additional individual award data:
- On appointment (Mar 28, 2022), Ms. Thedinga received an initial option for 32,000 shares (grant-date FV $240,157) and a pro-rated annual option of 3,218 shares (grant-date FV $31,876) per policy .
- Outstanding options as of Dec 31, 2023: 57,718 options for Ms. Thedinga .
Other Directorships & Interlocks
- Compensation Committee used independent consultant Aon; the committee assessed independence and found no conflicts of interest in 2023–2024 .
- Compensation Committee interlocks: None disclosed; no insider participation by company officers; no cross-board interlocks with other entities’ executives in the prior year (2023 section) .
Expertise & Qualifications
- Technical: Gene therapy, program management, manufacturing strategy; prior CTO experience in clinical-stage biotech .
- Financial oversight: Audit Committee member (not designated “audit committee financial expert”; role held by Patterson) .
- Education: B.S. (UW–Madison), M.S. (MIT), MBA (MIT Sloan), MPH (UNC Chapel Hill) .
Equity Ownership
| Metric | FY 2023 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 13,883 | 80,218 |
| % of class | <1% | <1% |
| Outstanding options (as of 12/31/23) | 57,718 | — |
Policy on hedging/pledging:
- Insiders (including directors) are prohibited from pledging company securities or engaging in hedging transactions (short sales, derivatives, collars, exchange funds) under the Insider Trading Policy .
Governance Assessment
- Strengths:
- Independent director with deep biotech operating experience; members of both Compensation and Audit committees, supporting oversight of pay and financial reporting .
- Attendance met the ≥75% threshold; Board and committees regularly convened, including new Science & Technology oversight introduced in 2024 .
- Director pay mix emphasizes at-risk equity via options; anti-pledging/hedging policy enhances alignment with shareholders .
- Compensation Committee retains independent advisor (Aon); independence assessed with no conflicts reported .
- Watch items:
- Change-in-control acceleration of unvested director options can be shareholder-unfriendly in some views; monitor any revisions to equity terms .
- Audit Committee “financial expert” designation sits with Patterson, not Thedinga; ensure committee maintains sufficient accounting expertise coverage as membership rotates .
- Related-party transactions oversight:
- Formal related person transaction policy and Audit Committee review in place; prior proxies disclosed no related-party transactions >$120,000 for 2020–2021, 2022 periods; 2025 proxy includes a summary section for transactions since Jan 1, 2023 (not detailed in retrieved chunks) .
RED FLAGS
- None identified in retrieved disclosures specific to Ms. Thedinga (no pledging/hedging permitted; no related-party transactions involving her disclosed in available prior-year proxies). Continue monitoring for change-in-control equity acceleration and any future related-party items .