Sekar Kathiresan
About Sekar Kathiresan
Sekar Kathiresan, M.D., age 53, has served as an independent Class III director of Relay Therapeutics (RLAY) since July 2022 with a current term expiring at the 2026 annual meeting. He is co‑founder, CEO, and director of Verve Therapeutics (public), and previously led genomic medicine initiatives at Massachusetts General Hospital (MGH), Broad Institute, and Harvard Medical School; he holds a B.A. from the University of Pennsylvania and an M.D. from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGH Center for Genomic Medicine | Director | Apr 2016 – Jun 2019 | Led genomic medicine initiatives |
| MGH | Assistant Physician → Honorary Physician | Jul 2005 – Sep 2021; current honorary | Clinical leadership/background |
| The Broad Institute | Director, Cardiovascular Disease Initiative; Institute Member | 2015 – Jun 2019; Jul 2019 – Sep 2021 | Drove CV genomics programs |
| Harvard Medical School | Professor of Medicine → Lecturer | Jun 2018 – Jul 2021; current lecturer | Academic leadership |
External Roles
| Organization | Role | Public/Private | Start | Notes |
|---|---|---|---|---|
| Verve Therapeutics | CEO and Director | Public | Jul 2019 | Co‑founder; cardiovascular gene editing focus |
| Maze Therapeutics | Director | Public (as disclosed) | Sep 2022 | Board service |
| MGH | Honorary Physician | — | Current | Clinical affiliation |
| Harvard Medical School | Lecturer in Medicine | — | Current | Academic role |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class III; term expires at 2026 annual meeting |
| Independence | Board has determined all directors except the CEO are independent (includes Dr. Kathiresan) |
| Committees | Nominating & Corporate Governance Committee (member; chaired by Linda A. Hill, Ph.D.) |
| Attendance | In 2024, each director attended ≥75% of applicable board and committee meetings; all directors attended the 2024 annual meeting |
| ESG oversight | Nominating & Corporate Governance and Audit Committees jointly oversee ESG; involvement via N&CG membership |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual board retainer (member) | $45,000 | |
| Nominating & Corporate Governance Committee (member) | $5,000 | |
| Committee chair premium (if applicable) | $10,000 (N&CG chair; not applicable to Dr. Kathiresan) | |
| Meeting fees | None (no per‑meeting fees) | |
| 2024 cash actually paid to Dr. Kathiresan | $50,000 |
Performance Compensation
- Non‑employee directors receive annual stock options on the date of each annual meeting with grant‑date fair value of approximately $488,640; options vest in full by the earlier of the first anniversary of grant or the next annual meeting (time‑based; not performance‑conditioned) . In 2024, the grant‑date fair value reported for Dr. Kathiresan was $488,636 .
Director equity awards and vesting
| Grant date | Instrument | Shares/strike | Vesting | Source |
|---|---|---|---|---|
| 2025‑06‑06 | Stock option | 136,681 options @ $3.36 | Annual director option; vests fully by next annual meeting or 1 year (policy) | Form 4 (SEC) https://www.sec.gov/Archives/edgar/data/1812364/000095017025083310/0000950170-25-083310-index.htm; policy |
| 2024‑06‑03 | Stock option | 102,225 options @ $6.79 | Annual director option; vests fully by next annual meeting or 1 year (policy) | Form 4 (SEC) https://www.sec.gov/Archives/edgar/data/1812364/000095017024069557/0000950170-24-069557-index.htm; policy |
| 2023‑05‑31 | Stock option | 66,055 options @ $11.14 | Annual director option; vests fully by next annual meeting or 1 year (policy) | Form 4 (SEC) https://www.sec.gov/Archives/edgar/data/1812364/000120919123033438/0001209191-23-033438-index.htm; policy |
Other Directorships & Interlocks
- Current public boards: Verve Therapeutics (CEO/Director) and Maze Therapeutics (Director) .
- No related‑party transactions: The proxy reports no related‑party transactions ≥$120,000 since January 1, 2024 involving directors, officers, 5% holders, or their affiliates .
Expertise & Qualifications
- Physician‑scientist and genomics leader (MGH, Broad Institute, Harvard Medical School) with operating experience as a public biotech CEO (Verve) .
- Skills relevant to RLAY: clinical genetics, translational science, and company building; governance experience through public company board roles .
Equity Ownership
| Measure | Amount | Notes/Date |
|---|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 236,167 shares (via options exercisable within 60 days) | <1% of outstanding; footnote specifies options exercisable within 60 days |
| Unexercised options (as of Dec 31, 2024) | 240,161 options | Aggregate unexercised options position |
| Pledging/hedging | Company policy prohibits hedging and pledging; no requests approved to date | Policy and status disclosure |
Insider transactions (Form 4)
| Filing date | Transaction date | Type | Securities transacted | Price/strike | Post‑txn derivative ownership | SEC link |
|---|---|---|---|---|---|---|
| 2025‑06‑06 | 2025‑06‑06 | A – Award (stock option) | 136,681 | $3.36 | 136,681 | https://www.sec.gov/Archives/edgar/data/1812364/000095017025083310/0000950170-25-083310-index.htm |
| 2024‑06‑05 | 2024‑06‑03 | A – Award (stock option) | 102,225 | $6.79 | 102,225 | https://www.sec.gov/Archives/edgar/data/1812364/000095017024069557/0000950170-24-069557-index.htm |
| 2023‑06‑01 | 2023‑05‑31 | A – Award (stock option) | 66,055 | $11.14 | 66,055 | https://www.sec.gov/Archives/edgar/data/1812364/000120919123033438/0001209191-23-033438-index.htm |
Governance Assessment
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Strengths
- Independence and attendance: Independent director; board reports ≥75% attendance for all directors in 2024; full board attended the 2024 annual meeting .
- Committee role aligned to expertise: Serves on Nominating & Corporate Governance, which oversees board composition, succession, and (jointly with Audit) ESG, matching his leadership experience .
- Alignment and risk controls: Director equity delivered via annual options; company prohibits hedging/pledging; no related‑party transactions disclosed involving Dr. Kathiresan .
-
Watch‑items
- Shareholder compensation sentiment: 2024 say‑on‑pay support was 59.9% and 2025 say‑on‑pay vote passed but with notable opposition (For 69,745,321; Against 53,852,178; Abstain 119,290), warranting continued engagement and compensation oversight across the board (he is not on the Compensation Committee) .
- Time commitments: Concurrent role as Verve’s CEO and Maze director may elevate time‑commitment risk, though 2024 attendance thresholds were met .
Director Compensation (context and mapping)
| Policy Element | Amount | Applicability to Dr. Kathiresan |
|---|---|---|
| Board retainer | $45,000 | Yes |
| N&CG Committee member | $5,000 | Yes |
| Chair premiums | $10,000 (N&CG); others vary | Not applicable |
| Annual equity grant | Option with ~$488,640 grant‑date fair value; vests by next annual meeting or 1‑year anniversary | Yes |
| 2024 reported amounts | Cash $50,000; Option grant FV $488,636 | As disclosed |
Sources: policy and director comp table .
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 say‑on‑pay support: 59.9%; company engaged shareholders and adjusted 2025 executive equity down materially; retained independent consultant (Aon) .
- 2025 annual meeting results: director nominees elected; say‑on‑pay advisory vote—For 69,745,321; Against 53,852,178; Abstain 119,290; Audit firm ratified (For 142,184,207; Against 163,544; Abstain 113,516) .
Related‑Party Transactions and Conflicts
- The audit committee reviews related‑person transactions; the proxy reports none meeting disclosure thresholds since January 1, 2024. Anti‑hedging/pledging and code of ethics policies are in place .
Compensation Committee Analysis (board‑level quality, for context)
- Composition: Douglas S. Ingram (Chair), Linda A. Hill, Ph.D., and Alexis Borisy; all independent .
- Use of independent consultant: Aon; independence assessed; committee incorporates shareholder feedback into program design .
RED FLAGS
- None disclosed specific to Dr. Kathiresan: no related‑party dealings; attendance thresholds met; pledging/hedging prohibited . The broader say‑on‑pay results suggest investor scrutiny of compensation, meriting ongoing oversight, though this is not specific to director pay .