Kathleen Gallagher
About Kathleen Gallagher
Chief Program Officer at Avidity Biosciences (RNA) since January 2025; joined Avidity in April 2021, with prior leadership in IR/communications and program leadership. Previously VP, Investor Relations & Corporate Communications at Akcea Therapeutics (helped launch Tegsedi and Waylivra) and 13 years at Merrimack Pharmaceuticals supporting IPO and ONIVYDE launch; B.S. in English from Boston University . As of February 14, 2025 Avidity had 120,212,301 shares outstanding; Ms. Gallagher’s initial Form 3 on Jan 8, 2025 reported 34,965 common shares beneficially owned (including RSUs), implying ~0.03% direct ownership; equity incentives are primarily service-vesting RSUs and options with monthly/annual vesting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Avidity Biosciences | Chief Program Officer | Jan 2025–present | Leads late-stage programs (DMD/DM1/FSHD) toward BLA/Phase 3 milestones; speaks to accelerated approval strategies and confirmatory trials . |
| Avidity Biosciences | SVP & Global Program Head, DM1; SVP, Corporate Communications & IR | 2021–2024 | Drove program and investor engagement during platform/clinical inflection periods . |
| Akcea Therapeutics | VP, Investor Relations & Corporate Communications | 2017–2020 | Supported development and commercial launches of Tegsedi and Waylivra . |
| Merrimack Pharmaceuticals | IR/Corp Dev/Comms roles of increasing responsibility | ~2004–2017 | Supported multiple financings incl. IPO and ONIVYDE launch . |
External Roles
- None disclosed (no current public company directorships or committee roles found specific to Ms. Gallagher). [No disclosure in cited documents]
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base Salary | $445,100 per year (effective Aug 29, 2024 A&R employment agreement; CPO) | |
| Primary work location | Lynnfield, Massachusetts | |
| Benefits | Eligible for company standard benefit programs |
Performance Compensation
| Incentive type | Metric framework | Target | Actual | Payout mechanics | Vesting/details |
|---|---|---|---|---|---|
| Annual Cash Bonus | Board-set performance objectives (company/corporate goals) | 40% of base salary | Not disclosed | Discretionary based on objectives; must be employed on pay date (subject to exceptions on termination terms) | Annual determination; paid within 30 days of determination |
| RSUs (Promotion grant) | Service-based | 2,500 units grant | N/A | One share per vested unit | Vests over 4 years per standard schedule |
| Stock Options (Promotion grant) | Time-based, service vesting | 16,000 options at FMV on grant | N/A | Option exercise gains | Vests over 4 years per standard schedule |
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Common shares beneficially owned | 34,965 (includes RSUs) as of Form 3 filed Jan 8, 2025 | |
| Ownership % of basic shares | ~0.03% (=34,965 / 120,212,301) | |
| Options outstanding (by grant) | See table below | |
| Hedging/Pledging | Company policy prohibits hedging, short sales, derivatives, margin purchases and pledging by officers; Board granted a historical exception for a co-founder director, but policy remains prohibitive for insiders | |
| Clawback | Company maintains an SEC/Nasdaq-compliant clawback policy |
Outstanding derivative and RSU schedule (per Form 3):
| Security | Grant date | Vesting cadence | Expiration | Strike | Amount |
|---|---|---|---|---|---|
| Common stock (RSUs) | Jan 20, 2023 | 1,991 RSUs vest each anniversary for 4 years | — | — | Included in 34,965 |
| Common stock (RSUs) | Jan 20, 2024 | 6,125 RSUs vest each anniversary for 4 years | — | — | Included in 34,965 |
| Common stock (RSUs) | Aug 30, 2024 | 625 RSUs vest each anniversary for 4 years | — | — | Included in 34,965 |
| Stock option | Apr 26, 2021 | 2,029 shares monthly; fully vested by Apr 26, 2025 | Apr 25, 2031 | $25.12 | 22,321 |
| Stock option | Oct 27, 2021 | Fully vested as of filing | Oct 27, 2031 | $22.56 | 1,001 |
| Stock option | Jan 20, 2022 | 1,383 shares monthly to Jan 20, 2026 | Jan 19, 2032 | $14.70 | 25,250 |
| Stock option | Jul 18, 2022 | 553 shares monthly to Jul 18, 2026 | Jul 17, 2032 | $16.65 | 40,550 |
| Stock option | Jan 20, 2023 | 774 shares monthly to Jan 20, 2027 | Jan 19, 2033 | $22.47 | 27,584 |
| Stock option | Aug 6, 2023 | Fully vested as of filing | Aug 06, 2033 | $8.82 | 1,000 |
| Stock option | Aug 20, 2023 | 885 shares monthly to Aug 20, 2027 | Aug 19, 2033 | $8.24 | 42,480 |
| Stock option | Jan 20, 2024 | 282 shares monthly to Jan 20, 2028 | Jan 19, 2034 | $10.16 | 13,520 |
| Stock option (Promotion) | Aug 30, 2024 | 333 shares monthly to Aug 30, 2028 | Aug 29, 2034 | $44.00 (per Form 3) | 16,000 |
Vesting overhang and potential selling pressure indicators:
- Annual RSU vesting through 2028 totals 1,991 + 6,125 + 625 = 8,741 shares per year (subject to continued service) .
- Ongoing monthly option vesting across multiple grants (notably 1,383 + 553 + 774 + 885 + 282 + 333 shares/month on active grants) creates steady incremental liquidity potential; earlier 2021 grant finishes vesting in April 2025 .
Employment Terms
| Term | Outside CIC | In connection with Change in Control (double-trigger) | Notes |
|---|---|---|---|
| Severance | 12 months base salary + up to 12 months COBRA (or taxable equivalent) | 18 months base salary + 150% of target bonus + prorated current-year target bonus + up to 18 months COBRA (or taxable equivalent) | CIC window: 59 days prior to and 24 months post-CIC; lump-sum severance at ~60 days post separation, subject to release |
| Equity acceleration | None specified (outside CIC) | 100% acceleration of unvested time-based equity; performance awards per plan/award terms | Double-trigger only |
| Trigger definitions | Cause/Good Reason defined; Good Reason includes material pay cut not proportionate, material duties reduction (esp. post-CIC reporting changes), >50-mile relocation, or material breach (with notice/cure) | Same | — |
| 280G/4999 | “Best-pay” cutback to avoid excise tax if beneficial after-tax; independent 280G firm to determine | Same | No tax gross-ups disclosed |
| At-will; arbitration | At-will; JAMS arbitration; indemnification per company charter; confidentiality/EIAA applies | Same | — |
Change-in-control context:
- On Oct 27, 2025, Avidity agreed to be acquired by Novartis for $72.00/share cash; Avidity’s early-stage precision cardiology assets will be spun into a new public “SpinCo” capitalized with ~$270M; Ms. Gallagher will lead SpinCo as CEO; transactions expected to close 1H 2026 (subject to conditions) . Under her agreement, CIC cash/equity acceleration requires a qualifying termination or resignation for Good Reason within the defined CIC period .
Risk Indicators & Governance
- Anti-hedging/pledging: Prohibited for officers; no Gallagher pledging disclosed .
- Clawback policy: In place per SEC/Nasdaq rules .
- No special perquisites or tax gross-ups: Disclosed practice .
- SpinCo leadership plan suggests proactive retention pathway through/after CIC .
Performance & Track Record Highlights (qualitative)
- Public program leadership: Ms. Gallagher has articulated regulatory and accelerated approval strategies for FSHD (del-brax) and DMD44 (del-zota) in investor forums, including pre-BLA planning and confirmatory study posture; emphasizes biomarker-driven pathways (e.g., C-DUX, CK) . She underscored delivery-advantaged next-gen exon skippers and functional readouts for del-zota (Explore44/44-OLE) .
Investment Implications
- Pay-for-performance alignment: Compensation mix is heavily equity-linked with multi-year vesting; annual bonus tied to Board-set objectives (40% of salary target). The absence of hedging/pledging and presence of a clawback enhance alignment and reduce headline risk .
- Vesting supply overhang: RSUs (~8.7K/yr) and multiple monthly-vesting option grants through 2028 create a steady cadence of potential insider liquidity events; monitor trading windows around monthly/annual vesting and post-earnings periods for flow impact .
- CIC economics and retention: Double-trigger severance (18 months salary, 150% bonus, full time-based acceleration) can create lump-sum payouts on separation; however, announced plan for Ms. Gallagher to become SpinCo CEO signals strong retention and continuity, mitigating near-term leadership flight risk during Novartis transaction .
- Ownership “skin in the game”: Direct common ownership is modest (~0.03% of basic shares), but substantial option/RSU exposure and prohibitions on hedging/pledging support incentive alignment with equity value creation .
- Contract protections: Clear Good Reason protections (including post-CIC reporting-line changes) and best-pay 280G cutback reduce after-tax inefficiency; no gross-ups. Arbitration/indemnification standard for sector .
Data sources: Avidity DEF 14A (2025, 2024, 2023), FY2024 10-K and exhibits, SEC Form 3, and Oct 2025 DEFA14A deal materials as cited below.
Citations:
- Company identity: Avidity Biosciences, Inc. (RNA) [RNA|Avidity Biosciences, Inc.|Biotechnology|35201010]
- Bio/education/roles:
- Shares outstanding:
- Employment agreement (salary, equity, bonus, severance, CIC terms, definitions, 280G):
- Form 3 beneficial ownership and detailed vesting schedules:
- Anti-hedging/pledging and governance policies:
- Transaction/SpinCo leadership:
- Program/strategy commentary: