Sarah Boyce
About Sarah Boyce
Sarah Boyce, age 53, has served as Avidity Biosciences’ President, Chief Executive Officer, and Director since October 2019; she holds a B.S. in Microbiology from the University of Manchester, England . Under her tenure, Avidity advanced three late-stage AOC programs (del-desiran DM1, del-brax FSHD, del-zota DMD44) and announced an agreement to be acquired by Novartis for $72/share (total ~$12B), with Boyce quoted as CEO in the announcement and as signatory to the merger agreement . Pay-versus-performance disclosure shows cumulative TSR values (initial $100) of $142 (2020), $132 (2021), $123 (2022), $50 (2023), and $162 (2024), alongside 2024 net loss of $322.3 million, highlighting volatility typical of clinical-stage biotech .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avidity Biosciences | President, CEO, Director | Oct 2019–present | Led AOC platform through multiple pivotal paths and Novartis deal announcement . |
| Akcea Therapeutics | President; Director | Apr 2018–Sep 2019 | Led commercialization of rare disease products . |
| Ionis Pharmaceuticals | Chief Business Officer | Jan 2015–Apr 2018 | Executive role at leading RNA therapeutics company . |
| Forest Laboratories | VP, Head Int’l Business Strategy & Operations | 2012–2014 | International commercial planning . |
| Alexion, Novartis, Bayer, Roche | Various roles | Prior years | Broad large-cap biopharma experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Abcuro, Inc. (private) | Director | Since Jul 2024 | Private biotech board service . |
| Contineum Therapeutics, Inc. | Director | Since Jun 2024 | Public biotech director . |
| OmniAb, Inc. | Director | Nov 2022–Apr 2025 | Prior public board . |
| Berkeley Lights, Inc. | Director | Jul 2019–May 2022 | Prior public board . |
| Ligand Pharmaceuticals Inc. | Director | Oct 2019–Nov 2022 | Prior public board . |
Fixed Compensation
- Base salary and annual target bonus % (CEO):
- 2024 base salary: $659,900; target bonus 55% of base salary .
- 2024 “non-equity incentive plan compensation” (bonus paid): $594,000, reflecting 150% corporate achievement vs target framework .
Multi-year CEO summary compensation:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 601,400 | 634,500 | 659,900 |
| Non-Equity Incentive/Bonus ($) | 430,100 | 349,000 | 594,000 |
| Stock Awards ($, grant date FV) | — | 2,766,000 | 10,748,480 |
| Option Awards ($, grant date FV) | 4,319,275 | 7,374,840 | 2,157,090 |
| All Other Comp ($) | 15,336 | 15,379 | 17,010 |
| Total ($) | 5,366,111 | 11,139,719 | 14,176,480 |
Notes:
- 2024 corporate performance goals paid out at 150% of target, focused on del-desiran Phase 3 initiation/hold removal, del-brax biomarker and commercialization roadmap, del-zota BLA path, plus pipeline and culture/capital milestones .
- No executive hedging or pledging permitted under Insider Trading Policy; broad clawback policy adopted Sept 2023 per SEC/Nasdaq rules .
Performance Compensation
2024 CEO equity grants and mechanics:
| Grant Type | Grant Date | Quantity/Terms | Vesting/Performance | Grant Date FV ($) |
|---|---|---|---|---|
| Stock Options (10.16 strike) | 1/20/2024 | 300,000 | Monthly over 4 years | 2,157,090 |
| RSUs | 1/20/2024 | 62,500 | 4 equal annual installments | 635,000 |
| Special PSUs (del-desiran, del-brax, del-zota goals) | 10/30/2024 | 234,000 target | 3 equal tranches upon program goals by 12/31/2029; eligible to vest in full on change in control | 10,113,480 |
- 2023 PSUs: All tranches became eligible to vest following del-desiran Phase 3 initiation and a del-brax clinical milestone; fully vested by March 11, 2025 (subject to service) .
- 2024 bonus plan metrics: Weighted to clinical advancement and readiness (60% programs, 20% precision cardiology/next-gen tech, 20% culture/capital); Human Capital Management Committee determined 150% corporate achievement .
Pay-versus-performance and stockholder voting signals:
| Year | PEO “Comp Actually Paid” ($) | Company TSR (Initial $100) | Nasdaq Biotech Index TSR ($100) | Net Income (Loss) ($000s) |
|---|---|---|---|---|
| 2020 | 30,659,674 | 142 | 119 | (44,355) |
| 2021 | 4,127,728 | 132 | 118 | (118,009) |
| 2022 | 4,220,082 | 123 | 106 | (173,995) |
| 2023 | (58,959) | 50 | 111 | (212,220) |
| 2024 | 39,009,461 | 162 | 117 | (322,302) |
- Say-on-pay: 2024 approval ~98.5% in favor; 2025 votes cast For 80,649,100; Against 25,309,060; Abstain 5,307,944 (broker non-votes 5,546,736) .
Equity Ownership & Alignment
- Total beneficial ownership (as of April 17, 2025): 1,966,740 shares (1.61% of outstanding) .
- Of this, options exercisable within 60 days: 1,543,306 shares (footnote) .
- Hedging and pledging of company stock is prohibited by policy (alignment positive) .
Select outstanding awards at 12/31/2024 (CEO):
| Award | Status at 12/31/2024 | Quantity/Notes |
|---|---|---|
| Options (various grants) | Mix of exercisable/unexercisable | See schedule; e.g., 1/20/2024 grant 68,750 exercisable / 231,250 unexercisable at 10.16 strike . |
| RSUs | Unvested | 62,500 (2024 grant); 37,500 (2023 grant) . |
| PSUs | Unvested | 234,000 (2024 special PSUs, 3 program goals); 62,500 (2023 PSUs—eligible and service-vesting through Mar 2025) . |
Insider activity and potential selling pressure:
- 2024 realizations: 636,000 options exercised (value realized $19,471,017) and 200,000 shares from RSU/PSU vesting (value realized $1,512,750) .
- Company disclosure of Form 4 activity references Boyce filings dated Aug 29, 2025 and Sep 5, 2025 in connection with the transaction process communications .
Employment Terms
- Employment status: At-will; amended and restated agreement approved August 2024 .
- Target bonus: 55% of base salary .
- Severance (no change-in-control): 18 months base salary continuation plus COBRA premiums up to the severance period .
- Change-in-control (59 days before to 24 months after) with termination without cause/for good reason: 24 months base salary (6 months lump + 18 months installments) + 200% of target annual bonus + prorated target bonus + up to 18 months COBRA premiums plus lump-sum 6 months of COBRA + accelerated vesting of unvested time-based equity; PSUs vest at target upon change in control per plan/tables .
- Definitions of Cause/Good Reason summarized in proxy (e.g., material reduction in pay not proportional to across-the-board cuts; material reduction in duties; >50-mile relocation; material breach) .
Potential payments table (as of 12/31/2024 assumptions):
| Scenario | Cash Severance ($) | Accelerated Equity ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (no CIC) | 989,850 | — | 48,289 | 1,038,139 |
| Involuntary Termination in connection with CIC | 2,045,690 | 22,130,268 | 64,385 | 24,240,343 |
| CIC (no termination) | — | 8,622,220 | — | 8,622,220 |
Governance and compliance:
- Clawback policy (SEC/Nasdaq compliant) adopted Sept 2023; executives executed acknowledgments .
- Insider Trading Policy prohibits hedging, derivatives, short sales, margin purchases, and pledging; applies to directors/officers and households .
Board Governance (Boyce as Director)
- Board class/tenure: Class I director; CEO and non-independent .
- Committees: Boyce does not serve on committees (Audit, Human Capital Management, Nominating & Corporate Governance are fully independent) .
- Board leadership: Separated Chair (Troy Wilson, independent) and CEO roles; Board affirms structure appropriate; continues to review .
- Meeting attendance: Board met four times in 2024; each director attended ≥75% of Board/committee meetings .
- Director compensation: Employee directors (including Boyce) receive no additional pay for Board service; non-employee director retainer and equity program disclosed and updated in April 2025 .
Compensation Structure Analysis
- Mix and shift: 2024 saw a significant increase in performance-linked and equity compensation driven by special PSUs tied to three near-term program goals (del-desiran, del-brax, del-zota), while option grant value declined versus 2023; base salary rose 4% .
- At-risk pay: Bonus entirely linked to corporate metrics and individual assessment, with 150% corporate performance determination for 2024; equity vests over multi-year/service or upon clinical milestones, reinforcing retention and execution incentives .
- Shareholder safeguards: No hedging/pledging; double-trigger severance; clawback policy; independent compensation consultant (Alpine) and peer benchmarking at ~50th–75th percentile .
- Say-on-pay support: Very strong in 2024 (~98.5%); 2025 votes cast show continued majority support .
Additional Data Points
- Beneficial Ownership (as of 4/17/2025): 1,966,740 shares (1.61%); company had 120,520,928 shares outstanding .
- Executive and director ownership footnotes list CEO’s options exercisable within 60 days (1,543,306 shares) .
- Pay versus performance table ties compensation actually paid to stock performance; 2024 TSR recovery to $162 (from $50 in 2023) aligns with clinical and M&A catalysts .
Investment Implications
- Alignment: High equity exposure (large option holdings, multi-year RSUs, and 2024 PSUs tied to discrete clinical/commercialization goals) creates strong alignment with value creation into key catalysts and the pending Novartis acquisition; hedging/pledging prohibitions and clawback enhance governance quality .
- Retention/pressure: 2024 realized option exercises and vested shares indicate monetization capacity; however, CIC protections and PSU structures create strong incentives to remain through closing and program milestones; potential equity acceleration at CIC can create event-driven supply post-close but also mitigates retention risk pre-close .
- Pay-for-performance: 2024 150% bonus payout reflects achievement on regulatory alignment, Phase 3 initiation, BLA path, and pipeline progress; special PSUs further weight pay to milestone execution across the three lead programs—positive for execution discipline into the transaction horizon .
- Governance: Separate Chair/CEO, independent committees, strong say-on-pay support, and use of an independent consultant/peer group benchmarking support governance quality and reduce compensation risk .