Wendy Chung
About Wendy Chung
Wendy Chung, M.D., Ph.D., age 56 as of April 22, 2025, has served as an independent director of Prime Medicine since November 2021. She is an ABMG-certified clinical and molecular geneticist, Chair of Pediatrics at Boston Children’s Hospital since July 2023, and previously served on Columbia University’s faculty (2002–2023), including as the Kennedy Family Professor of Pediatrics and Medicine and leader of the Precision Medicine Resource at the Irving Institute (2014–2023). She holds a B.A. in Biochemistry (Cornell), an M.D. (Cornell University Medical College), and a Ph.D. in Genetics (The Rockefeller University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia University | Kennedy Family Professor of Pediatrics and Medicine | 2002–June 2023 | Led Precision Medicine Resource (Irving Institute) 2014–2023 |
| Columbia University | Associate Professor (prior role) | Pre-2002 | Academic leadership; genetics and pediatrics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Children’s Hospital | Chair, Department of Pediatrics | July 2023–present | Clinical leadership and pediatric research |
| Rallybio Corporation (public) | Director | August 2022–present | Public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. Not on Compensation Committee .
- Independence: Board determined in Feb 2025 that all directors except Keith Gottesdiener and Jeffrey Marrazzo are independent under Nasdaq/SEC rules (Chung is independent) .
- Attendance: Board held 6 meetings in 2024; each incumbent director except Robert Nelsen attended at least 75% of Board and applicable committee meetings (Chung met ≥75%) .
- Executive sessions: Non-employee directors met in executive session during each regularly scheduled Board meeting in 2024 .
- Leadership structure: No designated chair or lead independent director; independent directors reviewed and maintained this structure .
- Risk oversight: Audit oversees accounting/financial reporting; Compensation oversees compensation risk; Nominating & Corporate Governance oversees independence and conflicts .
- Audit Committee: Michael Kelly (Chair) is the SEC-defined “financial expert”; members are independent and financially literate; met 5 times in 2024; Audit Committee Report issued April 22, 2025 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Cash Policy (eligible amounts) | Total Cash Potential per Policy ($) | Source |
|---|---|---|---|---|
| 2024 | 57,188 | Board member $45,000; Audit member $10,000; Nominating member $5,000 (all annual, pro-rated) | 60,000 (subject to proration) |
- Cash retainers increased May 17, 2024: Board member $40k→$45k; Audit Chair $15k→$20k; Audit member $7.5k→$10k; Compensation Chair $12k→$15k; Compensation member $6k→$7.5k; Nominating Chair $10k; Nominating member $5k .
Performance Compensation
| Year | Annual Director Option Grant (# shares) | Grant Date Fair Value ($) | Vesting Terms | Source |
|---|---|---|---|---|
| 2024 | 45,000 | 237,528 | Annual award vests in full by next annual meeting or one year from grant date; initial director grant (if applicable) vests over 3 years |
Option Transactions (Form 4)
- Option repricing context: As of June 30, 2025, non-employee directors had underwater options with exercise prices $7.68–$17.00 vs FMV $2.47; the Board recommended stockholders vote FOR repricing certain outstanding options (Proposal 1) .
Other Directorships & Interlocks
| Company | Role | Start | Interlocks/Notes |
|---|---|---|---|
| Rallybio Corporation | Director | Aug 2022 | Public biotech board; no PRME-disclosed related-party transactions involving Chung |
Expertise & Qualifications
- ABMG-certified clinical and molecular geneticist; academic leadership in precision medicine .
- Senior hospital leadership (Chair of Pediatrics, Boston Children’s Hospital) .
- Advanced degrees in biochemistry, medicine, and genetics (Cornell; Cornell University Medical College; Rockefeller University) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Composition |
|---|---|---|---|
| March 31, 2025 | 58,576 | <1% | Entirely options exercisable within 60 days |
| June 30, 2025 | 103,576 | <1% | Entirely options exercisable within 60 days |
- Insider trading/pledging policy: Company policy prohibits short sales, derivatives, and hedging or pledging by directors and officers .
Governance Assessment
- Independence and engagement: Chung is independent and met ≥75% attendance in 2024, serving actively on Audit and Nominating & Governance committees—supportive of board effectiveness .
- Committee expertise and oversight: Audit Committee (with Chung as member) met 5 times; oversight includes financial reporting integrity and related-person transaction review; Michael Kelly designated “financial expert,” which strengthens committee rigor .
- Compensation structure: Director pay is conservative, mainly cash retainers plus annual stock options; cash retainers modestly increased in May 2024 to market-align. Chung’s 2024 director pay totaled $294,716 (cash $57,188; option grant fair value $237,528) .
- Alignment: Beneficial ownership reflects vested/exercisable options; holdings remain <1% of shares outstanding, typical for independent directors. No pledging reported; policy forbids hedging/pledging .
- Related-party conflicts: Disclosed related-person transactions involve BMS equity/collaboration, David Liu consulting, Marrazzo advisory, and Myeloid settlement (with a Newpath/board-affiliated common director), but none name Chung—no direct related-party exposure identified for her .
- RED FLAGS:
- Option Repricing Proposal included non-employee directors due to deeply underwater options ($7.68–$17.00 strikes vs $2.47 FMV); while intended to restore incentive value, director repricing can be viewed as shareholder-unfriendly if not tightly conditioned—monitor implementation terms and impact on alignment .
- Board has no designated chair or lead independent director; though reviewed by independent directors, some investors prefer a clear independent leadership counterweight .
- Board-wide attendance issue limited to Robert Nelsen (<75% in 2024); not applicable to Chung but signals oversight to track .
Net: Chung’s medical-genetics depth and governance independence, coupled with active committee roles and solid attendance, support investor confidence. Repricing optics require scrutiny; absence of related-party ties for Chung and hedging/pledging prohibitions mitigate alignment concerns .