Richard Brudnick
About Richard Brudnick
Richard Brudnick (age 68 as of April 22, 2025) has served as Chief Business Officer (CBO) of Prime Medicine since July 2022, after senior corporate development roles at Codiak BioSciences, Bioverativ, and Biogen. He holds B.S. and M.S. degrees in Management Science from MIT and currently sits on the boards and audit committees of InflaRx N.V. and Scholar Rock Holding Corporation, bringing deep BD and deal-making experience to Prime’s partnering strategy . During his tenure, Prime executed a major ex vivo T‑cell collaboration with BMS, securing $55M upfront plus a $55M equity investment and potential >$3.5B in milestones, and tightened governance via adoption of SEC/Nasdaq-compliant clawback policies and trading rules (key alignment levers) .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Codiak BioSciences, Inc. | Chief Business Officer; Head of Corporate Strategy | Jun 2018 – Jul 2022 | Senior BD leadership at clinical-stage biotech |
| Bioverativ Inc. | EVP, Business Development | May 2016 – Mar 2018 | Led BD at hematology-focused biotech |
| Biogen Inc. | Various roles; SVP Corporate Development | Jul 2009 – May 2016 (SVP Aug 2014 – May 2016) | Corporate development leadership at large-cap biotech |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| InflaRx N.V. | Director; Audit Committee | Current (2025) | Governance/financial oversight |
| Scholar Rock Holding Corporation | Director; Audit Committee | Current (2025) | Governance/financial oversight |
| VolitionRx Limited | Director | Prior (2022 disclosure) | Earlier board service |
Fixed Compensation
| Component | 2022 Value/Term |
|---|---|
| Base salary (structural) | $460,000 |
| Target bonus % | 40% of base |
| Actual bonus paid (2022) | $220,800 |
| Salary drawn (partial year 2022) | $230,000 |
| Option awards – grant-date fair value (2022) | $993,154 |
Performance Compensation
| Instrument | Metric | Tranche/Size | Target | Actual/Payout | Vesting/Status |
|---|---|---|---|---|---|
| Annual cash bonus (2022) | Company corporate objectives | 100% weighting | 40% of base | Committee approved 120% of target for NEOs; Brudnick received $220,800 | Cash (paid for FY2022) |
| Performance stock options (granted 8/4/2022) | IPO completion | ~1/3 of award (19,300 shares exercisable at 12/31/22) | Tranche vests upon IPO | Achieved (IPO Oct 2022) → vested/exercisable | Exp. 8/3/2032; $7.96 strike |
| Performance stock options (granted 8/4/2022) | IND acceptance | ~1/3 of award (unearned remaining) | Tranche vests upon IND acceptance | Not vested as of 12/31/22 (unearned 38,600 remain for IND+BD) | As above |
| Performance stock options (granted 8/4/2022) | Business development milestone | ~1/3 of award (unearned remaining) | Tranche vests upon BD milestone | Not vested as of 12/31/22 (unearned 38,600 remain for IND+BD) | As above |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership (3/31/2023) | 24,956 shares; <1% of outstanding |
| Time-based stock options (8/4/2022 grant) | 167,267 unexercisable at 12/31/22; vest 25% at 1-year from 7/1/2022, then 1/48 monthly; strike $7.96; exp. 8/3/2032 |
| Performance stock options (8/4/2022 grant) | 19,300 exercisable (IPO tranche); 38,600 unearned (IND+BD tranches); strike $7.96; exp. 8/3/2032 |
| Hedging/derivatives | Company policy prohibits short sales, purchases/sales of puts/calls or economic hedging with derivatives by insiders |
| Pledging | Policy highlights margin/pledging risks; explicit prohibition is on derivatives/hedging; pledging discouraged by policy context |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start/date | CBO since July 2022; at-will |
| Target bonus | 40% of base salary |
| Severance (no CIC) | 9 months base + 0.75x target bonus; up to 9 months COBRA premium support; bonus for prior year if termination after Jan 1 and before payment timing; subject to release/non-solicit and potential one-year non-compete |
| Change-of-control (double trigger) | 12 months base + 1.0x target bonus; up to 12 months COBRA premium support; vesting acceleration of all time-based awards; performance-based awards vest at target upon qualifying termination within 12 months post-CIC (or 3 months pre-CIC) |
| Equity vesting terms (time-based) | 25% after 1 year from vesting commencement, then 1/48 monthly |
| Equity vesting terms (performance-based) | Tranches vest upon IPO, IND acceptance, BD milestone |
| Clawback policy | Adopted Sept 2023 (effective Oct 2, 2023) to recover incentive comp tied to financial reporting if restatement occurs, covering prior 3 years for current/former executive officers |
| Trading plan policy | Rule 10b5‑1 plan permitted; plans only entered when not in possession of MNPI |
Performance & Track Record
- BMS collaboration: Prime granted BMS an exclusive worldwide license for ex vivo T‑cell products using Prime Editing; received $55M upfront, $55M equity (11,006,163 shares) with lock-up to Sept 30, 2027, and eligibility for >$3.5B milestones and royalties. Registration for resale filed and effective (Dec 20, 2024) .
- Option repricing (Aug 1, 2025): Shareholders approved repricing of certain employee/director options to $4.04 (closing price), with retention-based reversion rules (18-month retention for execs/directors), indicating emphasis on retention and employee equity value alignment during a low-price environment .
Investment Implications
- Pay-for-performance alignment: 2022 cash bonus paid against corporate goals (120% of target for NEOs) and equity heavily linked to milestone achievement (IPO, IND, BD), reinforcing execution incentives in BD and R&D progression .
- Retention risk levers: Robust severance and double-trigger CIC economics with full acceleration of time-based awards and performance awards at target mitigate flight risk through change events; 2025 option repricing adds retention hooks via 18‑month retention requirements for execs/directors .
- Insider selling pressure: Large unvested time-based option block and milestone-based performance tranches imply staged potential supply; hedging/derivative bans reduce opportunistic monetization; company-level clawback policy and 10b5‑1 governance moderate trading-related risks .
- Ownership alignment: Beneficial ownership is modest (<1%), but equity incentives (options) are significant, with milestone vesting tied directly to execution outcomes; external board roles (InflaRx, Scholar Rock) add network and information flow but require governance attention for conflicts .
- Governance context: As an EGC, Prime is exempt from say-on-pay requirements and uses an independent comp consultant (Alpine Rewards); policies covering hedging/derivatives, clawbacks, and 10b5‑1 trading enhance governance quality despite EGC reduced disclosures .