Kaye Foster
About Kaye Foster
Kaye Foster (age 65) has served as an independent director of Prime Medicine since December 2021. She is a Senior Advisor at Boston Consulting Group (since August 2014) and a Venture Partner at ARCH Venture Partners (since January 2022). Her prior executive roles include SVP, Global HR at Onyx Pharmaceuticals (2010–2014), Global VP of HR and Executive Committee member at Johnson & Johnson (2003–2010), and senior HR leadership roles at Pfizer. She holds a B.B.A. from Baruch College and an M.B.A. from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals (Amgen subsidiary) | SVP, Global Human Resources | Oct 2010 – Jan 2014 | Led all HR for U.S. and global operations |
| Johnson & Johnson | Global VP of HR; Executive Committee member | May 2003 – Mar 2010 | Global HR leadership; executive governance |
| Pfizer | Senior HR executive roles | Prior to 2003 | People management, compensation planning |
External Roles
| Organization | Type | Role | Tenure | Committees |
|---|---|---|---|---|
| Agios Pharmaceuticals, Inc. | Public | Director | Current | Compensation; Nominating & Corporate Governance |
| National Resilience Inc. | Private | Director | Current | Compensation |
| Stanford Health Care | Non-profit/health system | Director | Current | Real Estate; Nominations |
| Spelman College | Academic | Trustee | Current | Human Resources Committee |
| Glide Memorial Foundation | Non-profit | Chair, Board of Trustees | Current | Board leadership |
| ARCH Venture Partners | Venture capital | Venture Partner | Jan 2022 – present | Investment advisory (affiliated with a 5%+ PRME holder) |
Board Governance
- Committee roles: Chair of the Compensation Committee; members include David Schenkein and Robert Nelsen .
- Independence: PRME’s Board determined in Feb 2025 that all directors except Keith Gottesdiener and Jeffrey Marrazzo are independent under Nasdaq and SEC rules; Foster is independent .
- Attendance: The Board met six times in 2024; all incumbent directors except Robert Nelsen attended at least 75% of aggregate Board/committee meetings—Foster met the 75% threshold. Non‑employee directors held executive sessions at each regularly scheduled Board meeting .
- Board leadership: No chair or lead independent director designated; structure reviewed and deemed appropriate by the independent directors .
- Executive sessions and engagement: Non‑employee directors met in executive session each regularly scheduled meeting in 2024 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | $45,000 (increased May 17, 2024) |
| Compensation Committee Chair Retainer (cash) | $12,000 | $15,000 (increased May 17, 2024) |
| Audit/Nominating Committee Membership Retainers | Not applicable (Foster not listed as member) | Not applicable (Foster not listed as member) |
| Meeting Fees | Not disclosed (policy uses retainers; reimburse expenses) | Not disclosed (policy uses retainers; reimburse expenses) |
| Cash Fees Earned | $52,000 (actual) | $57,000 (actual) |
| Reimbursement Policy | Travel/out-of-pocket reimbursed | Travel/out-of-pocket reimbursed |
Performance Compensation
| Equity Award | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Annual Director Stock Option Grant | 39,062 options (value $399,460) | 45,000 options (value $237,528) | Annual grant vests by next annual meeting or one year; fully accelerates upon sale of company |
| Initial Director Stock Option Grant (for newly appointed directors) | Not applicable (Foster joined in 2021) | Not applicable | $800,000 value cap; 3-year annual vesting, max 90,000 shares |
| Option Repricing Proposal (Special Meeting, Aug 1, 2025) | N/A | Eligible options for non-employee directors: 958,920 shares; exercise price range $7.68–$17.00; weighted avg strike $10.67 | If approved, repriced to greater of $2.42 or the closing price on approval date; retention period 18 months for directors; early exercise before retention reverts to original strike |
- Compensation consultant: Alpine Rewards LLC engaged by Compensation Committee; committee assessed independence and found no conflicts .
- Emerging Growth Company: PRME does not conduct say-on-pay votes; reduced compensation disclosure under JOBS Act .
Other Directorships & Interlocks
| Interlock/Overlap | Description |
|---|---|
| ARCH Venture Partners affiliation | Foster is a Venture Partner at ARCH, which (via affiliated funds) holds ~11.78% of PRME as of Mar 31, 2025 (15,456,594 shares). Robert Nelsen (ARCH co-founder) is also a PRME director and sits on PRME’s Compensation Committee with Foster . |
| Agios Pharmaceuticals | Foster serves on Agios’s board/committees; PRME director David Schenkein served on Agios’s Board from 2009 to Feb 2025, creating historical network overlap through early 2025 . |
| Related party safeguards | PRME has a related party transaction policy administered by the Audit Committee; material transactions require independent review/approval . |
Expertise & Qualifications
- Deep HR leadership experience across biopharma (Onyx/Amgen, J&J, Pfizer) with strengths in compensation design, retention, culture, and global operations .
- Governance experience across public and non-profit boards (Agios; Stanford Health Care; Spelman; Glide) .
- Venture experience via ARCH, bringing network reach and portfolio insights relevant to early-stage biotech .
Equity Ownership
| Date (Reference) | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 (Director options held) | 106,578 options outstanding (aggregate held) | N/A | Aggregate options held; not all exercisable within 60 days |
| Mar 31, 2025 (DEF 14A) | 58,576 (entirely options exercisable within 60 days) | <1% | Options exercisable counted per SEC rules |
| Jun 30, 2025 (Special DEF 14A) | 103,576 (entirely options exercisable within 60 days) | <1% | Reflects additional vesting/exercisability by mid-2025 |
- Hedging/derivatives: Insider Trading Policy expressly prohibits short sales, puts/calls, and other derivatives or hedging transactions in company stock; policy also flags risks of margin/pledging, though prohibition on pledging is not expressly stated in the policy excerpt .
Governance Assessment
- Committee effectiveness: Foster chairs Compensation Committee, which uses an independent consultant (Alpine) and oversees CEO/executive pay, equity policies, and director compensation. Committee composition includes an ARCH managing director (Nelsen), and Foster is an ARCH Venture Partner—this dual linkage to a major shareholder on the compensation committee is a potential independence/perception risk, albeit PRME has affirmatively determined independence under Nasdaq/SEC rules .
- Attendance/engagement: Meets expectations (≥75% attendance in 2024), with regular executive sessions—a positive signal for oversight rigor .
- Director pay mix and alignment: Cash retainer increased in 2024; equity grants are option-heavy with sale-event acceleration—aligns with stockholder upside but acceleration can reduce retention post-change-in-control; year-over-year option grant shares increased (39,062 to 45,000) while accounting fair value declined, consistent with lower stock price—net effect is more equity units at lower fair value .
- RED FLAGS:
- Option Repricing for directors: Board (on Compensation Committee recommendation) is seeking stockholder approval to reprice underwater options for employees and directors, with an 18‑month retention lock for directors. Director option repricing is generally shareholder‑unfriendly and can be viewed as reducing at‑risk pay; the large director tranche eligible (958,920 shares) underscores magnitude .
- Shareholder influence on compensation: ARCH is a >5% holder with board representation (Nelsen) on the Compensation Committee; Foster’s Venture Partner role at ARCH raises potential perception issues regarding pay decisions and equity overhang, even with formal independence determinations .
- Related party safeguards: The Audit Committee oversees related party transactions per a formal policy, mitigating risk of undisclosed conflicts; no related party transactions disclosed involving Foster personally .
Overall: Strong HR/governance credentials and adequate attendance; option repricing and ARCH-linked committee composition warrant heightened investor scrutiny on pay-for-performance alignment, dilution management, and independence safeguards .