Carsten Boess
About Carsten Boess
Carsten Boess, 58, is an independent Class I director of Avidity Biosciences (RNA) serving since April 2020; he chairs the Audit Committee and is designated the Audit Committee Financial Expert under SEC rules . He brings deep finance and biotech operating experience, including CFO and senior finance roles at Alexion, Synageva, Insulet, Serono, Novo Nordisk and Novozymes, and holds Bachelor’s and Master’s degrees in Economics and Finance from the University of Odense, Denmark . He currently serves on the public company boards of Rocket Pharmaceuticals and Achilles Therapeutics, adding external perspective and industry network breadth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals | EVP, Corporate Affairs | Aug 2015 – Feb 2020 | Executive leadership across corporate functions |
| Synageva BioPharma | SVP & CFO | 2011 – 2015 (through acquisition by Alexion) | Led finance through M&A; integration exposure |
| Insulet Corporation | CFO; later VP, International Operations | CFO 2006 – 2009; VP Intl 2009 – 2011 | Built finance org; scaled international ops |
| Serono Inc. | EVP, Finance; member of WW Executive Finance Mgmt Team | 2005 – 2006 | Global finance governance |
| Alexion Pharmaceuticals | CFO | 2004 – 2005 | Public company CFO experience |
| Novozymes of North America; Novo Nordisk (France, Switzerland, China) | Finance executive roles; member of Novo Nordisk’s Global Finance Board | Various | Global finance leadership, governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Rocket Pharmaceuticals (NASDAQ: RCKT) | Director | Current | Public biotech directorship |
| Achilles Therapeutics (NASDAQ: ACHL) | Director | Current | Public biotech directorship |
| Health Sciences Acquisitions Corp. 2 (SPAC) | Director | Aug 2020 – Jan 2023 | Capital markets/SPAC experience |
Board Governance
- Independence: The Board determined all directors other than Sarah Boyce and Arthur Levin are independent under Nasdaq rules; Boess is flagged “Independent” in the director matrix .
- Committee assignments: Audit Committee Chair; Audit Committee Financial Expert; Audit Committee met 4 times in 2024 .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; 8 of 9 directors attended the 2024 annual stockholder meeting .
- Audit scope and signals: The Audit Committee oversaw (i) the auditor selection process culminating in appointment of Deloitte for FY2025 and dismissal of BDO after Q1’25 filing, and (ii) remediation of a 2023 material weakness in ITGCs (BDO issued an adverse opinion on ICFR for 2023; company remediated in 2024 and received an unqualified ICFR opinion) .
- Cybersecurity oversight: The Audit Committee charter includes oversight of cybersecurity risk and the company’s cyber risk program .
- Say-on-pay context: 2024 say‑on‑pay approval ~98.5%, indicating strong shareholder support for compensation practices (context for board oversight of HCM Committee) .
- Board leadership: Independent Chair (Troy Wilson) separate from CEO .
Committee Memberships (Current)
| Committee | Role |
|---|---|
| Audit | Chair; Financial Expert |
Fixed Compensation (Director)
| Year | Cash Retainers | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Board retainer | $40,000 | Standard non-chair cash retainer |
| 2024 | Audit Chair retainer | $15,000 | Committee chair premium |
| 2024 | Total Cash | $55,000 | Matches fees earned in director comp table |
- 2025 program changes (prospective): Board retainer increases to $50,000; Audit Chair to $20,000 .
Performance Compensation (Director Equity)
| Grant/Status | Instrument | Amount / Value | Vesting / Terms |
|---|---|---|---|
| 2024 Annual Director Grant | Stock options | $374,989 (grant-date fair value) | Annual grants vest by the first anniversary or next annual meeting; valuation per ASC 718 |
| Outstanding at 12/31/2024 | Stock options | 93,347 options outstanding | Aggregate options outstanding for Boess at year-end |
| Change in control | All non-employee director equity | Accelerated vesting | Director equity vests upon a change of control under 2025 NED program |
Program design evolution: In April 2025, the NED program added RSUs alongside options and increased cash retainers, balancing retention and alignment (equity vests at next annual meeting/1-year) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock / Conflict Notes |
|---|---|---|
| Rocket Pharmaceuticals | Director | No related-party transactions disclosed with Avidity; monitor general overboarding/time-commitment risk (2 other public boards) |
| Achilles Therapeutics | Director | Same as above; no specific conflicts disclosed |
- Related-party transactions disclosure in the proxy lists PIPE, BMS collaboration/sublease, and underwriting arrangements; none involve Mr. Boess by name .
Expertise & Qualifications
- Financial leadership: Former public-company CFO (Alexion; Synageva) and executive finance roles at global pharmas/biotechs; brings audit/controls and capital markets depth .
- Audit Committee Financial Expert: Formally designated by the Board per SEC rules .
- Global operations: International assignments (France, Switzerland, China) and global finance boards; strengthens risk oversight in multinational contexts .
- Education: Bachelor’s and Master’s in Economics & Finance (University of Odense, Denmark) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Composition / Notes |
|---|---|---|---|
| Carsten Boess | 93,347 | <1% | Includes 93,347 options exercisable within 60 days of 4/17/2025 (fn 15) |
- Policy alignment: Company insider trading policy prohibits hedging and pledging of company stock by directors and officers .
Governance Assessment
-
Positives for investor confidence:
- Strong finance oversight: Audit Chair and Financial Expert leading a committee that remediated a material weakness in 2024 and executed an orderly auditor rotation; these are constructive signals on control environment maturity and audit quality focus .
- Clear cyber-risk oversight placed within Audit Committee scope .
- High director engagement: ≥75% meeting attendance for all directors; structured committee cadence (Audit met 4x in 2024) .
- Equity-heavy director pay: Aligns directors with shareholders; standard CIC vesting terms; no meeting fees that might misalign incentives .
-
Watch items / potential risks:
- Multiple outside public boards (Rocket, Achilles) increase time-commitment load; monitor for overboarding concerns relative to evolving investor policies even though no company-specific overboarding disclosure is flagged .
- Change-in-control acceleration of director equity is common but can be scrutinized by some governance stakeholders; transparency noted .
-
Conflicts/related party exposure:
- The proxy’s related-party section enumerates significant transactions (BMS collaboration/sublease; capital markets transactions) with no transactions identified involving Mr. Boess; no director-specific related-party transactions disclosed .
-
Shareholder sentiment context:
- Say‑on‑pay approval at ~98.5% in 2024 indicates broad shareholder support for compensation governance (while focused on NEOs, it reflects overall governance posture overseen by the Board) .