Ann Lee
About Ann Lee
Ann L. Lee, Ph.D., is Chief Technical Officer (CTO) of Prime Medicine, serving since October 2021. She is 62 years old as of April 28, 2024 and holds a Ph.D. in biochemical engineering from Yale University and a B.S. in chemical engineering from Cornell University; she also serves on the board of directors and audit and compensation committees of Coya Therapeutics, Inc. . Prior experience spans senior technical operations leadership across cell therapy and pharma technical development at Bristol-Myers Squibb, Celgene, Juno Therapeutics, and Genentech . Performance metrics like company TSR, revenue growth, and EBITDA growth are not disclosed for her tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genentech (Roche) | SVP & Global Head of Pharma Technical Development | Apr 2009–Nov 2017 | Led global technical development; scale-up and CMC leadership across portfolio |
| Juno Therapeutics | EVP, Technical Operations | Nov 2017–Apr 2018 | Technical ops build-out for CAR-T platform |
| Celgene | EVP, Cell Therapy Development & Operations | Apr 2018–Nov 2019 | Integrated cell therapy development/operations pre-BMS acquisition |
| Bristol-Myers Squibb | SVP & Head of Cell Therapy Development & Operations | Nov 2019–Jul 2021 | Drove cell therapy manufacturing and development operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coya Therapeutics, Inc. | Director; Audit & Compensation Committee Member | Current | Public company board service; governance and oversight |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2021 | 108,750 | 40% (prorated for start 10/4/2021) | 54,247 (Bonus column) |
| 2022 | 453,937 | 40% | 217,890 (Non-Equity Incentive Plan Compensation) |
| 2023 | 472,095 | 40%; payout set at 105% of target | 198,280 (Non-Equity Incentive Plan Compensation) |
Performance Compensation
Annual Cash Incentive Structure
| Year | Metric | Weighting | Target (as % of Salary) | Actual Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| 2022 | Corporate objectives | 100% | 40% | 120% of target (company-wide) | Annual cash bonus; paid following year-end |
| 2023 | Corporate objectives | 100% | 40% | 105% of target (company-wide) | Annual cash bonus; paid following year-end |
Equity Awards (Options)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Performance-based Unearned (#) | Exercise Price ($) | Expiration | Key Vesting/Notes |
|---|---|---|---|---|---|---|---|
| 10/27/2021 | 10/04/2021 | 261,354 | 221,147 | — | 3.67 | 10/27/2031 | Time-based award under 2019/2022 Plans |
| 10/27/2021 | — | 80,416 | — | 160,832 | 3.67 | 10/27/2031 | Performance-based option; milestone defined in 2022: build chemistry facility, initiate pegRNA piloting, and produce GLP tox lot suitable for in vivo NHP studies; grant-date FV: $0 at probable outcome; $669,509 at max |
| 03/31/2023 | 03/31/2023 | 33,936 | 147,059 | — | 12.30 | 03/31/2033 | Time-based award under 2022 Plan |
Equity award valuation (grant-date fair value) for 2023 Option Awards totaled $1,579,580 for Dr. Lee (ASC 718) . Equity awards across the program emphasize long-term alignment and retention via time-based and performance-based vesting .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| March 31, 2023 | 278,945 | <1% (“*”) |
| March 31, 2024 | 452,362 | <1% (“*”) |
- Ownership calculation includes options exercisable within 60 days of the as-of date, per SEC rules .
- Insider trading policy prohibits short sales, derivative transactions, and hedging; pledging is prohibited, reducing misalignment risk from collateral sales .
- Stock ownership guidelines for executives are not disclosed; no pledging by Dr. Lee is disclosed.
Employment Terms
- At-will employment; initial base salary $453,797 and 40% target bonus in Lee Employment Agreement/Offer Letter .
- Severance (non-CIC): if terminated without cause or resigns for good reason, 9 months base salary plus 0.75× target annual bonus, plus up to 9 months employer-share COBRA premium subsidy, and prior-year bonus if termination occurs on/after January 1 before bonuses are paid, subject to a release and covenant reaffirmation; Company may include a one-year non-compete in separation agreement .
- Change-in-control (double-trigger): if terminated without cause or for good reason within 12 months post-CIC, lump-sum equal to 12 months base salary (or higher pre-CIC base) plus 1.0× target bonus (or higher pre-CIC target), plus up to 12 months employer-share COBRA premium subsidy; all time-based awards and pre-effective-date performance-based awards vest fully (performance awards at target) .
- 280G/4999 cutback: CIC payments reduced if doing so yields a higher net after-tax benefit (excise tax mitigation) .
- Relocation incentives: net relocation benefit up to $150,000 and tax gross-up on relocation benefit, plus temporary accommodations and travel support in 2022 (red flag: tax gross-up) .
- Standard confidentiality, IP assignment, non-solicit, and in certain circumstances non-compete covenants apply .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are 100% tied to corporate objectives; payouts of 120% (2022) and 105% (2023) indicate above-target achievement, supporting alignment while avoiding excessive risk-taking per program design .
- Vesting and potential selling pressure: Significant unexercised options from 2021 and 2023 vintages with expirations in 2031/2033 and exercise prices at $3.67 and $12.30 suggest ongoing vesting cadence; while insider policies restrict hedging/pledging, periodic vesting could create windows of potential selling pressure depending on liquidity needs .
- CIC economics and retention: Double-trigger acceleration and 12 months base + 1.0× target bonus under CIC provide competitive protection; non-CIC severance (9 months base + 0.75× target bonus) and ability to impose a one-year non-compete in separation indicate moderate retention and transition risk management .
- Ownership alignment: Beneficial ownership is <1%, but meaningful option exposure and performance-based awards tie upside to milestone execution; absence of pledging/hedging strengthens alignment .
- Governance and risk flags: Relocation tax gross-up is shareholder-unfriendly and a minor red flag; company disclosures emphasize dependence on CTO and other key executives for success, underscoring key-person retention importance .