Helen S. Kim
PROTHENA CORP PUBLIC LTDAbout Helen S. Kim
Senior Managing Director at Vida Ventures since April 2019, Helen S. Kim is an independent director of Prothena (PRTA) with 2.6 years of board tenure as of March 28, 2025. She brings deep operating and transaction experience across biopharma BD, commercialization, and venture investing; she holds a B.S. in Chemical Engineering (Northwestern) and an M.B.A. (University of Chicago), and is 62 years old. The board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Vida Ventures, LLC | Senior Managing Director | Apr 2019–present | Venture capital leadership |
| The Column Group | Partner | 2018–2019 | Venture capital role |
| Kite Pharma, Inc. | EVP, Business Development | 2014–2018 | Through Kite’s acquisition by Gilead |
| NGM Biopharmaceuticals, Inc. | Chief Business Officer; Strategic Advisor | 2009–2012; 2012–2014 | BD leadership then advisory |
| Kosan Biosciences | CEO & President | Through 2008 | Led restructuring and sale to Bristol Myers Squibb in 2008 |
| Affymax; Onyx; Protein Design Labs; Chiron | Executive/leadership roles | Not disclosed | Various operating roles |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| ReCode Therapeutics, Inc. | Director | Private | Not disclosed |
| IconOVir Bio, Inc. | Director | Private | Not disclosed |
| Aktis Oncology | Director | Private | Not disclosed |
| Protego Therapeutics | Director | Private | Not disclosed |
| Souffle | Director | Private | Not disclosed |
| Alterome | Director | Private | Not disclosed |
| Scorpion Therapeutics | Director | Private | Not disclosed |
| AffiniT Therapeutics | Director | Private | Not disclosed |
The board’s skills matrix indicates prior service on public company boards (beyond Prothena), though no current public directorships are disclosed in the proxy.
Board Governance
- Committee assignments (current): Nominating & Corporate Governance Committee – Member. Not on Audit, Compensation, or R&D committees.
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Kim is independent.
- Attendance: In 2024, each current director attended at least 75% of meetings of the Board and applicable committees.
- Board/committee meeting cadence (FY2024): Board (4), Audit (7), Compensation (5), Nominating & Corporate Governance (4), R&D (3).
- Board leadership: Independent Chair (Daniel G. Welch) presides over executive sessions of independent directors.
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $60,000 | FY2024 | Standard director retainer |
| Nominating & Corporate Governance Committee – Member fee | $5,000 | FY2024 | Non‑chair member fee |
| Total cash fees (reported) | $65,000 | FY2024 | Matches director comp table |
- Committee fee schedule (FY2024): Audit Chair $20k/Member $10k; Compensation Chair $15k/Member $7.5k; Nominating Chair $10k/Member $5k; R&D Chair $20k/Member $10k.
- No meeting fees; quarterly installments; pro‑rated for partial year service.
Performance Compensation
| Grant Date | Instrument | Shares Granted | Exercise Price | Grant Date Fair Value | Vesting | Term |
|---|---|---|---|---|---|---|
| May 15, 2024 | Nonqualified Stock Option | 15,000 | $22.39 | $223,007 | Vests earlier of 1 year or next AGM (continuous service), subject to certain termination exceptions | 10 years |
- Outstanding option awards held (as of FY2024 year‑end): 60,000 shares.
- Annual equity structure: Non‑employee directors receive annual options (not RSUs/PSUs), exercisable at market price on grant date, with 1‑year/next‑AGM vest and 10‑year term.
- Plan governance: No option/SAR repricing without shareholder approval; minimum vesting standards; no dividends on options; anti‑liberal share recycling provisions.
Other Directorships & Interlocks
- Public company boards: Not disclosed for current roles; skills matrix indicates prior public board experience.
- Interlocks/related party exposure: None disclosed; the company reports no related person transactions since Jan 1, 2024.
Expertise & Qualifications
- Venture investing and capital allocation (Vida Ventures; prior role at The Column Group).
- Business development and M&A (EVP BD at Kite; led Kosan sale to BMS).
- Drug development/commercialization leadership (NGM, Kite; operating roles at Onyx, Affymax, PDL, Chiron).
- Board skills matrix flags strengths in public company governance, regulatory, business strategy/operations, drug commercialization, and capital markets/M&A.
Equity Ownership
| Metric | Mar 3, 2025 | Sep 24, 2025 |
|---|---|---|
| Shares owned (direct/indirect) | — | — |
| Shares acquirable within 60 days (options) | 35,000 | 60,000 |
| Total beneficially owned | 35,000 (<1%) | 60,000 (<1%) |
- Anti‑hedging/pledging: Company prohibits directors from hedging or pledging company stock; enhances alignment.
Governance Assessment
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Strengths
- Independent director with deep BD/M&A and venture experience; sits on Nominating & Corporate Governance Committee where she influences board composition, evaluations, CEO succession planning, and ESG/HCM oversight.
- Clean conflicts check: no related‑party transactions disclosed; robust related‑party review policy under Audit Committee oversight.
- Alignment: Director equity delivered solely in at‑the‑money options; anti‑hedging/pledging policy in effect; no repricing without shareholder approval.
- Engagement: Meets minimum 75% attendance threshold; board and committee activity cadence appears appropriate for stage.
-
Watch items
- Ownership stake remains immaterial (<1%); while typical for small/mid‑cap biotech boards, investors often prefer increased director share ownership over time for stronger “skin‑in‑the‑game.”
- Director equity is time‑based options (no performance metrics), standard for directors but provides limited explicit performance conditioning beyond share price appreciation.
-
Contextual signals
- Say‑on‑Pay (executive) support at 99% in 2024 suggests broad investor confidence in compensation governance, indirectly supportive of board oversight quality.
- Compensation Committee retains an independent consultant (Pay Governance) and assessed consultant independence; good practice for mitigating advisor conflicts.
RED FLAGS
- None identified in filings: no related‑party transactions involving Helen S. Kim; no hedging/pledging; no option repricing; Section 16(a) delinquency note pertains to another officer (not Kim).