Michael Flanagan
About Michael Flanagan
W. Michael Flanagan, Ph.D., age 63, is Avidity Biosciences’ Chief Scientific Officer (since February 2023), and previously served as Chief Technical Officer (January 2021–January 2025) . He has led development across RNA therapeutics, antibody-drug conjugates and bispecific antibodies, with prior senior roles at Genentech, Sunesis, Gilead and Merck (Senior Director, RNA Sciences) . Company pay-versus-performance shows strong 2024 TSR (company $162 vs peer $117 on a $100 base), with CAP rising for NEOs; however the company reports no use of financial performance measures (like revenue/EBITDA) in setting executive compensation beyond stock price-linked equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genentech, Inc. | Senior Director & Project Team Leader, Oncology & Immunology | 2012–2021 | Advanced programs through late-stage research to end of Phase 2 development |
| Merck & Co., Inc. | Senior Director, RNA Sciences | Not disclosed | Led RNA sciences; senior accountability in platform area |
| Gilead Sciences, Inc. | Biology group roles of increasing responsibility | Not disclosed | Contributed to therapeutic program progression |
| Sunesis Pharmaceuticals, Inc. | Biology group roles of increasing responsibility | Not disclosed | Program leadership in small-molecule/biologics discovery |
External Roles
No public company board service or external directorships disclosed for Dr. Flanagan .
Fixed Compensation
Multi-year cash compensation and bonus outcomes:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 422,000 | 470,600 | 500,300 |
| Target Bonus % of Salary | 40% | 40% | 40% |
| Actual Annual Bonus ($) | 241,400 | 188,240 | 337,800 |
| Corporate Bonus Payout Factor | Not disclosed | Not disclosed | 150% of target corporate performance; individual multipliers applied |
Notes:
- 2024 base salaries were set to the 50th–75th percentile range; Dr. Flanagan’s 2024 salary increased 6.3% YoY .
- Company corporate goals for 2024 were weighted 60% clinical launch execution (del-desiran, del-brax, del-zota), 20% precision cardiology/next-gen AOC innovation, 20% culture/capital, with “stretch” credit up to +50% .
Performance Compensation
Short-Term Incentives (2024 Program)
| Metric Category | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Clinical execution: del-desiran, del-brax, del-zota | 60% | Program advancement and regulatory alignment | Phase 3 del-desiran initiated; partial hold removed; del-brax milestone; del-zota accelerated approval path alignment | Corporate performance set at 150%; individual multipliers applied to NEOs | Cash bonus paid per annual cycle |
| Precision cardiology & next-gen AOC tech | 20% | Preclinical milestones, tech innovation | Preclinical precision cardiology milestones; next-gen AOC progress | Included in 150% corporate payout | Cash bonus |
| Culture/organizational & capital | 20% | Culture goals; capital sufficient for model | Culture goals achieved; adequate capital maintained | Included in 150% corporate payout | Cash bonus |
Equity Incentives
| Award Type | Grant Date | Quantity | Exercise/Terms | Vesting | Performance Linkage | Grant Date FV ($) |
|---|---|---|---|---|---|---|
| Stock Options | 1/20/2024 | 88,000 | $10.16/sh | Monthly, 4 years | Stock price (in-the-money only) | 632,746 |
| RSUs | 1/20/2024 | 20,000 | N/A | Annual, 25% per year over 4 years | Stock price | 203,200 |
| PSUs (special retention/incentive) | 10/30/2024 | 72,000 | N/A | Three equal tranches upon achieving goals for del-desiran, del-brax, del-zota by 12/31/2029; full vest upon change-in-control | Clinical milestones for three potential launches | 3,111,840 |
| Initial New-Hire Options | 1/21/2021 | 150,000 | FMV at grant; 10-year term | 25% at first anniversary; remainder monthly over 3 years | Stock price | Not disclosed |
Vesting of 2023 PSUs: Company achieved Phase 3 HARBOR initiation (6/17/2024) and a del-brax milestone (9/11/2024), making all 2023 PSUs eligible, with service-based vesting completed by 3/11/2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of April 17, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| W. Michael Flanagan, Ph.D. | 288,039 | <1% | Includes 207,554 options exercisable within 60 days |
Outstanding awards detail (12/31/2024 snapshot):
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | RSUs Unvested (#) | PSUs Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 1/21/2021 | 21,875 | 3,125 | 26.75 | — | — | — |
| Stock Options | 1/21/2022 | 89,531 | 36,969 | 14.22 | — | — | — |
| Stock Options | 1/20/2023 | 21,000 | 75,000 | 22.47 | 30,000 | — | 872,400 |
| Stock Options | 9/11/2023 | 22,500 | 49,500 | 6.57 | 25,000 (PSUs eligible subject to service) | — | 727,000 |
| Stock Options | 1/20/2024 | 20,166 | 67,834 | 10.16 | 20,000 | — | 581,600 |
| PSUs (special) | 10/30/2024 | — | — | — | — | 72,000 | 2,093,760 |
2024 exercises and vested value (liquidity/selling pressure signals):
| Activity (2024) | Quantity | Value Realized ($) |
|---|---|---|
| Options exercised | 183,000 | 3,168,572 |
| RSUs/PSUs vested | 85,000 | 717,450 |
Hedging/pledging: Company policy prohibits short sales, derivatives, hedging, margin purchases, and pledging of company stock—reducing misalignment and leverage risk .
Employment Terms
Key economics in current agreements (amended and restated August 2024):
| Provision | Outside Change-of-Control | Within 59 days before or 24 months after Change-of-Control |
|---|---|---|
| Base salary continuation | 12 months lump sum | 18 months lump sum |
| Target bonus multiple | — | 150% of target bonus (lump sum) |
| Prorated current-year bonus | — | Prorated target bonus (lump sum) |
| COBRA premium coverage | Up to 12 months | Up to 18 months |
| Equity vesting | Time-based awards accelerate upon qualifying CoC termination; PSUs vest upon change-in-control | |
| Triggers | Double-trigger for cash/severance; PSUs single-trigger vesting on CoC | |
| Target bonus and basis | 40% of base salary |
Original new-hire package (January 2021):
- Base salary $400,000; target bonus 40%
- Sign-on bonus $350,000; relocation reimbursement and tax gross-up up to $150,000; 2021 relocation payment $36,429 and tax gross-up $16,037; repayment provisions tied to cause/good reason and anniversary dates
- Severance (legacy terms): 12 months salary and health benefits; CoC period: 12 months salary, target bonus, health benefits, and acceleration of unvested time-based equity
Clawback policy: Adopted in September 2023, applies to incentive compensation received on/after October 2, 2023 in the event of an accounting restatement; no indemnification for recovery .
Investment Implications
- Alignment: High equity exposure via options/RSUs/PSUs; hedging/pledging prohibited. Special 2024 PSUs tied to three potential launches create strong linkage to value creation, but also single-trigger vesting on change-in-control (potential acceleration risk in M&A scenarios) .
- Liquidity pressure: 183,000 options exercised in 2024 and 85,000 shares vested—monitor subsequent Form 4s for any sales and cadence of monthly option vesting that can add supply near catalysts .
- Retention economics: Enhanced CoC benefits (18 months salary + 150% target bonus + prorated bonus + equity acceleration for time-based awards; PSUs vest on CoC) reduce exit risk but increase potential transaction costs; outside CoC severance at 12 months is standard for NEOs .
- Pay-for-performance: Corporate bonus factor was 150% based on meaningful pipeline progress (Phase 3 del-desiran initiation, del-brax milestones, del-zota regulatory path), consistent with investor expectations for execution-driven pay; company does not use financial (revenue/EBITDA) measures in setting compensation, relying on operational goals and stock price-linked equity .
- Governance: Independent Human Capital Management Committee, external advisor (Alpine), double-trigger cash severance, and SEC/Nasdaq-compliant clawback policy support compensation discipline; say-on-pay approval was ~98.5% in 2024 indicating broad shareholder support .