Michael Kelly

About Michael Kelly

Independent director since November 2021; aged 68 as of April 22, 2025. Founder & President of Sentry Hill Partners (since January 2018). Former Amgen senior executive (2003–2017), most recently SVP Global Business Services and VP & CFO, International Commercial Operations. B.Sc. in Business Administration (Finance/Industrial Relations), Florida A&M University. Our Board designated him an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; not on Compensation or Nominating & Corporate Governance. Committee matrix confirms Audit Chair role.
• Independence: Board determined in February 2025 that all directors except Keith Gottesdiener and Jeffrey Marrazzo are independent under Nasdaq/SEC rules; Kelly is independent.
• Audit committee responsibilities and activity: Oversees auditor selection, financial reporting, ICFR, related-party approvals, risk (including cybersecurity), and earnings releases; met five times in FY2024.
• Audit Committee Report: Board affirms Kelly as “audit committee financial expert”; audit committee reviewed 2024 10-K inclusion, auditor independence, PCAOB AS 1301 topics.
• Board attendance: Board held six meetings in 2024; each incumbent director except Robert Nelsen attended ≥75% of Board/committee meetings on which they served, implying Kelly met the 75% threshold. Non-employee directors held executive sessions during regularly scheduled Board meetings where convened.
• Board leadership: No designated chairperson or lead director; structure reviewed by independent directors.

Fixed Compensation

Notes:

• As part of annual director equity grants, Kelly received options to purchase 45,000 shares in 2024; as of Dec 31, 2024 he held options to purchase an aggregate of 106,578 shares.
• Aggregate annual cap: $1,600,000 in first calendar year of service as a non-employee director; $1,000,000 thereafter.

Performance Compensation

• Equity structure: Non-employee directors receive stock options (Initial Director Grant up to $800,000 value, capped at 90,000 shares; Annual Director Grant up to $400,000 value, capped at 45,000 shares). Annual grants vest fully by the next Annual Meeting or one year; initial grants vest in equal annual tranches over three years. Vested options remain exercisable for 12 months post-Board departure; vesting is fully accelerated upon sale of the Company.
• Performance metrics: None disclosed for director compensation (no revenue/EBITDA/TSR targets tied to director pay).

Other Directorships & Interlocks

• Interlocks: GV and ARCH-affiliated directors (Schenkein/Nelsen) sit on PRME’s Board; Kelly is not affiliated with those investors. Related-party approvals are overseen by the Audit Committee per policy, which Kelly chairs; all related party transactions >$120,000 require Audit Committee approval.
• Sector overlap: Kelly sits on multiple life sciences boards (Amicus, nChroma Bio) that operate in biotech/genetics; potential overlap with PRME’s gene-editing space is mitigated by related-party policies and independence determinations.

Expertise & Qualifications

• Finance and operations: Prior CFO responsibilities and global services leadership at Amgen provide deep financial literacy; Board designated him as audit committee financial expert.
• Industry: Decades across biotech, diagnostics, and pharma supply chains; multiple public company board seats.
• Risk oversight: Audit chair responsibilities explicitly include enterprise risk (financial, operational, privacy, security, cybersecurity, legal/regulatory) and related-person transactions.

Equity Ownership

Policy Notes:

• Insider trading policy prohibits short sales, puts/calls, and other hedging transactions; highlights risk of margin/pledging but does not explicitly state a pledging ban.

Governance Assessment

• Strengths:

  • Audit Committee leadership with “financial expert” designation; five audit meetings in 2024 and robust remit over ICFR, auditor independence, risk, and related-party oversight.
  • Independence affirmed; attendance ≥75% threshold met in 2024.
  • Director equity is option-based, aligning with long-term value creation; vesting fully accelerates upon sale, ensuring continuity through strategic events.

• Concerns / RED FLAGS:

  • Option repricing proposal includes non-employee directors: up to 958,920 director options eligible; weighted average exercise price $10.67; repricing to the greater of $2.42 or closing price on the Repricing Date; 18‑month retention condition for directors, with reversion to original exercise price if exercised before the retention date. This is shareholder-unfriendly and may signal weak pay discipline.
  • Broader dilution/overhang dynamics necessitated consultant input (Alpine Rewards) and special meeting; while positioned as retention-focused, repricing reduces at‑risk nature of awards.
  • Multiple external biotech board seats could create perceived information-flow risks; mitigation depends on strict adherence to related‑party transaction policies and recusals overseen by the Audit Committee.

• Compensation Mix Signal:

  • 2024 mix for Kelly: $61,250 cash vs $237,528 options (heavy equity tilt), consistent with policy that emphasizes option grants over RSUs.

• Attendance & Engagement:

  • Board met six times; audit met five times; Kelly met ≥75% attendance. Regular executive sessions support independent oversight.

• Process & Consultant Use:

  • Compensation Committee uses Alpine Rewards; Audit Committee reviews related-party transactions; independence and risk oversight processes are documented in charters.

Fixed Compensation (Policy Detail)

Performance Compensation (Director Metrics)

• No quantitative performance metrics (revenue, EBITDA, TSR, ESG) are tied to director compensation; director equity awards are time-based per policy.

Related-Party Exposure

• Audit Committee must approve any related-party transaction >$120,000; factors include arms-length terms and shareholder interests. Kelly, as Audit Chair, plays a key role in screening these.
• 2024–2025 notable related-party contexts involve GV/ARCH investments and a BMS collaboration (with BMS becoming a >5% holder); oversight processes described, but no Kelly-specific transactions disclosed.

Other Notes

• Board size/composition and ages (Kelly: Class I, age 68). No designated chair/lead independent director; structure deemed appropriate by independent directors.
• Executive sessions convened among non-employee directors during regularly scheduled Board meetings in 2024.
• Voting/meeting logistics (Annual and Special Meetings) detailed in proxies; not directly governance quality but indicates procedural transparency.