John Maraganore
About John Maraganore
John Maraganore, Ph.D. (age 62), has served as an independent Class I director of Rapport Therapeutics since March 2024 and is up for re‑election to a term ending at the 2028 annual meeting . He holds a B.A. in biological sciences and M.S./Ph.D. in biochemistry and molecular biology from the University of Chicago . Maraganore was the founding CEO of Alnylam Pharmaceuticals (2002–2021) and brings CEO, board, and industry association leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals (Nasdaq: ALNY) | Founding Chief Executive Officer; Director | Dec 2002–Dec 2021 | Led company-building and pipeline advancement as public biotech CEO |
| Biotechnology Innovation Organization (BIO) | Chair; Executive Committee member | Chair 2017–2019; Exec Committee since Jun 2013 | Industry advocacy and governance leadership; Chair Emeritus since 2022 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ARCH Venture Partners | Venture Partner | Oct 2021–present | ARCH is a 5%+ RAPP holder; potential interlock awareness needed |
| Atlas Venture | Venture Advisor | Jan 2022–present | Advisory role |
| Blackstone Life Sciences | Senior Advisor | Jan 2022–present | Advisory role |
| Jefferies Financial Services | Senior Advisor | Nov 2024–present | Advisory role |
| RTW Investments | Executive Partner | Jan 2022–present | Investment partnership role |
| Beam Therapeutics (Nasdaq: BEAM) | Director | Nov 2021–present | Public company board |
| Takeda Pharmaceutical (NYSE: TAK) | Director | Jun 2022–present | Public company board |
| Kymera Therapeutics (Nasdaq: KYMR) | Director | Jan 2023–present | Public company board |
| Agios Pharmaceuticals (Nasdaq: AGIO) | Former Director | Jun 2010–May 2023 | Public company board (prior) |
| ProKidney (Nasdaq: PROK) | Former Director | Jun 2022–May 2024 | Public company board (prior) |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Board determined Maraganore is independent under Nasdaq and SEC rules (2025 review) |
| Committee assignments | Audit Committee (member); Compensation Committee (member) |
| Committee chairs | Not a chair; Audit Chair: Paul M. Silva; Compensation Chair: James I. Healy |
| Other committees | Not on Nominating & Corporate Governance; not on Science & Technology |
| Meeting cadence FY2024 | Board met 5x; Audit 2x; Compensation 6x; Nominating 3x; Science 5x |
| Attendance | Each incumbent director attended ≥75% of applicable meetings in FY2024 |
- The Audit Committee reviews related person transactions and meets privately with the auditor and management; Silva is the audit committee financial expert; members (including Maraganore) can read and understand fundamental financial statements .
- Non-employee directors hold executive sessions during regular Board meetings; director annual meeting attendance is expected by guidelines .
- Rapport is an Emerging Growth Company and is not required to conduct say-on-pay votes; reduced executive compensation disclosures apply .
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $35,654 |
| Option Awards – Grant Date Fair Value ($) | $795,108 |
| Total ($) | $830,762 |
| Outstanding Stock Options (shares) at 12/31/24 | 87,567 |
Director Compensation Policy (adopted June 2024):
| Component | Amount |
|---|---|
| Annual Board Cash Retainer | $40,000 |
| Audit Committee – Chair | $15,000 |
| Audit Committee – Member | $7,500 |
| Compensation Committee – Chair | $10,000 |
| Compensation Committee – Member | $5,000 |
| Nominating & Corporate Governance – Chair | $8,000 |
| Nominating & Corporate Governance – Member | $4,000 |
| Science & Technology – Chair | $8,000 |
| Science & Technology – Member | $4,000 |
| Initial Director Option Grant | 29,756 shares (one-time) |
| Annual Director Option Grant | 14,878 shares (each annual meeting) |
| First-year/ongoing director total comp caps | $1,000,000 first year; $750,000 thereafter |
Performance Compensation
| Equity Award | Shares | Vesting | Notes |
|---|---|---|---|
| Appointment-specific Director Option (pre-IPO) | 87,567 | Per offer letter; not under policy | Granted upon appointment to Board in 2024 |
| Initial Director Grant (policy) | 29,756 | 1/3 at 1st anniversary; 2/3 monthly over next 24 months | Non-statutory options; service-based vesting |
| Annual Director Grant (policy) | 14,878 | Vests in full by next annual meeting or 1-year anniversary | Pro-rated if joining off-cycle |
- No explicit performance metrics (e.g., revenue/TSR) are tied to non-employee director compensation; awards are time-based options with accelerated vesting upon sale of the company .
Other Directorships & Interlocks
| Company | Role | Start | Interlock/Conflict Considerations |
|---|---|---|---|
| Beam Therapeutics (BEAM) | Director | Nov 2021 | None disclosed with RAPP |
| Takeda (TAK) | Director | Jun 2022 | None disclosed with RAPP |
| Kymera Therapeutics (KYMR) | Director | Jan 2023 | None disclosed with RAPP |
| ARCH Venture Partners | Venture Partner | Oct 2021 | ARCH is a 5%+ RAPP holder; related party presence noted in ownership table |
| Agios (AGIO) | Former Director | Jun 2010–May 2023 | Prior role |
| ProKidney (PROK) | Former Director | Jun 2022–May 2024 | Prior role |
Expertise & Qualifications
- Founding CEO and long-tenured public company leader (Alnylam), with extensive biotech governance and industry association experience (BIO Chair; Executive Committee) .
- Financial literacy suitable for audit committee service; can read and understand fundamental financial statements per Board determinations .
- Advanced scientific training (Ph.D. biochemistry/molecular biology), supporting science-informed oversight in a CNS/neuroscience-focused biotech .
Equity Ownership
| Item | As of Apr 21, 2025 |
|---|---|
| Total Beneficial Ownership (shares) | 27,364 (all underlying options exercisable within 60 days) |
| % of Shares Outstanding | Less than 1% |
| Options Outstanding (at 12/31/24) | 87,567 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors |
| Rule 10b5-1 plans | Permitted under company policy; must be adopted when not in possession of MNPI |
- No director stock ownership guidelines are disclosed; compliance status not disclosed .
Governance Assessment
- Strengths: Independent director with deep public biotech CEO/board experience; sits on both Audit and Compensation Committees, enhancing oversight; Board and committee structures meet Nasdaq/SEC independence requirements; clawback policy adopted in 2024 signals alignment with investor protections .
- Potential conflicts: Venture Partner at ARCH while ARCH is a 5%+ shareholder—Board affirmed independence after review; Audit Committee oversees related person transactions; formal related party approval policy adopted post-IPO mitigates risk .
- Engagement: FY2024 attendance met the ≥75% threshold; non-employee directors held executive sessions; policy encourages annual meeting attendance, supporting board effectiveness .
- Alignment considerations: 2024 director pay is heavily equity-based via option grants, but personal beneficial ownership at April 21, 2025 is modest (<1%)—a potential alignment watchpoint; hedging/pledging prohibitions partially mitigate misalignment risk .
RED FLAGS to monitor: (1) Investor interlock via ARCH (venture partner + significant holder) requiring ongoing scrutiny of related party matters; (2) Low disclosed personal ownership relative to role; ensure equity award vesting and grant cadence support long-term alignment; (3) Multiple external advisory/board roles—watch for time/attention constraints and any emergent conflicts across counterparties .