Jean Kim
About Jean Kim
Jean Kim, age 51, is an independent director of Avidity Biosciences (RNA) who has served on the board since January 2021. She was a Partner at Deerfield Management (2006–2020), focusing on healthcare and rare/orphan diseases, and earlier worked at Merrill Lynch Ventures and as a Financial Analyst in Merrill Lynch’s investment banking division. Kim holds a B.A. in English Literature and a B.S. in Biology from Stanford, an MBA from Harvard Business School, and an M.S. from MIT’s Biomedical Enterprise Program; she is also a Fulbright Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deerfield Management Company LP | Partner | Aug 2006 – Jul 2020 | Led research on healthcare companies; incubated/founded a gene therapy portfolio company focused on rare monogenic diseases . |
| Merrill Lynch Ventures | Healthcare investment professional | Six years (dates not disclosed) | Early-stage investing experience in healthcare . |
| Merrill Lynch (Investment Banking) | Financial Analyst | Not disclosed | Financial analysis and capital markets exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amplo Biotechnology (gene therapy) | Director | Jul 2021 – Dec 2023 | Service ended by Dec 2023 per latest proxy . |
Board Governance
- Independence: The Board determined Kim is independent under Nasdaq rules; all committee members (including Audit) meet applicable SEC/Nasdaq independence standards .
- Committee assignments: Audit Committee member (not Chair); Audit met four times in 2024; Carsten Boess is Chair and designated “financial expert” .
- Attendance: There were four Board meetings in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Tenure: Director since January 2021 (Class III; term expires at the 2026 annual meeting) .
- Structure: Classified board (three classes, staggered three-year terms), which may delay changes in control; directors removable only for cause with a two-thirds supermajority .
Fixed Compensation
| Component | 2024 | 2025 (Program) |
|---|---|---|
| Board annual cash retainer (non-Chair) | $40,000 | $50,000 |
| Audit Committee member cash retainer | $7,500 | $10,000 |
| Audit Committee Chair cash retainer | $15,000 | $20,000 |
| Human Capital Management member cash retainer | $5,000 | $7,500 |
| Nominating & Corporate Governance member cash retainer | $4,000 | $5,000 |
| Chair of the Board cash retainer | $70,000 | $85,000 |
| Jean Kim – Cash Fees Earned (Actual) | Amount |
|---|---|
| 2024 total cash fees | $47,500 |
Performance Compensation
| Instrument | 2024 Director Program | 2025 Director Program | Vesting / Terms |
|---|---|---|---|
| Annual Option Grant | Options to purchase 27,500 shares, subject to grant value cap ($375k) with potential share reduction to meet cap; number reduced in June 2024 due to cap . | Options valued at $225,000 on grant date (Black-Scholes) . | Annual awards vest on the first anniversary of grant or the next annual meeting, whichever occurs first . |
| Initial Option Grant (new directors) | 55,000 options (cap $750k) . | Options valued at $375,000 (Black-Scholes), vest monthly over three years . | As disclosed . |
| RSU Grants | Not part of 2024 NED program . | RSUs valued at $225,000 annually; initial RSUs valued at $375,000 for new directors; vest annually (initial awards over three years) . | As disclosed . |
| Change in Control Acceleration | Not explicitly stated for 2024 NED equity; director option grants follow plan rules . | All equity awards for non-employee directors vest upon a change in control (2025 NED program) . | Acceleration specified in 2025 program . |
| Jean Kim – 2024 Equity Compensation (Actual) | Grant Date Fair Value |
|---|---|
| Option awards (2024) | $374,989 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Kim in the latest proxy .
- Private/venture roles: Prior Deerfield role may imply broad industry network; no current related-party transactions disclosed involving Kim .
Expertise & Qualifications
- Education: B.A. English Literature and B.S. Biology (Stanford); MBA (Harvard); M.S. (MIT Biomedical Enterprise Program); Fulbright Scholar .
- Technical/industry expertise: Healthcare investing, rare/orphan disease focus; incubated gene therapy initiatives; governance and audit literacy via Audit Committee role .
- Board qualification: Independent director; Audit Committee member (financial literacy; committee chaired by designated “financial expert”) .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | Composition | Ownership % |
|---|---|---|---|
| 12/31/2024 | 87,489 options outstanding at year-end (aggregate options for Jean Kim) | Options | N/A |
| 04/17/2025 | 87,489 shares (options exercisable within 60 days) | Options exercisable within 60 days | <1% |
- Hedging/pledging: Company policy prohibits hedging, short sales, derivatives in company stock, margin purchases, and pledging for all directors and employees—supporting alignment and risk control .
Governance Assessment
- Strengths: Independent director with deep healthcare investing and rare disease expertise; active Audit Committee member on a fully independent committee; company prohibits hedging/pledging; strong overall shareholder support for executive pay (98.5% Say-on-Pay in 2024), indicating positive governance sentiment .
- Alignment: 2024 director pay mix is equity-heavy (Kim’s option grant $374,989 vs. $47,500 cash), and 2025 program adds RSUs—both vesting over time, enhancing retention and alignment; board meeting attendance threshold met (≥75%) .
- Potential risks/flags: Classified board structure may entrench incumbents and delay changes in control; no disclosure of Kim-specific related-party dealings (positive), but ongoing large strategic relationships (e.g., BMS collaboration and facilities sublease via BMS subsidiary) warrant sustained Audit Committee oversight of conflicts and controls; internal control material weakness in 2023 was remediated by 2024 (positive trend) .
- Net view: Kim appears independent, engaged, and aligned via equity-based compensation; no disclosed conflicts or pledging; Audit Committee role supports oversight of financial, cybersecurity, and related-party matters, bolstering investor confidence .