Tamar Thompson
About Tamar Thompson
Independent director (age 51) at Avidity Biosciences (RNA), serving since January 2021; nominated for re‑election as a Class II director with term through 2028. She is Vice President, Global Corporate Affairs at Alexion Pharmaceuticals and chairs the Alexion Charitable Foundation. She holds an M.S. in Health Sciences (Public Health) from Trident University and brings extensive health policy and government affairs expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals, Inc. | Vice President, Global Corporate Affairs | Since Nov 2019 | Chairs Alexion Charitable Foundation; corporate affairs leadership |
| Bristol‑Myers Squibb Company | Head, Federal Executive Branch Strategy and State Government Affairs | Feb 2015 – Nov 2019 | Led federal/state policy strategy |
| ADVI; Kimbell and Associates; Avalere Health | Strategic policy advisor/consultant | Prior to 2015 (dates not specified) | Health policy advisory to premier DC firms |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Catalyst Pharmaceuticals, Inc. | Director | Since May 2023 | Audit; Nominating & Corporate Governance |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Tamar Thompson is independent under Nasdaq rules |
| Board class | Class II; nominated for term ending 2028 |
| Committees | Human Capital Management (member); Nominating & Corporate Governance (member) |
| Committee chairs | None (not a chair) |
| Attendance | 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 meeting |
Fixed Compensation
| Component | Amount/Terms | Period |
|---|---|---|
| Cash fees (Board + committees) | $49,000 fees earned | 2024 |
| Option awards (grant‑date fair value) | $374,989 | 2024 |
| 2024 NED cash retainers | Board: $40,000; Chair: $70,000; Audit chair/member: $15,000/$7,500; HCM chair/member: $10,000/$5,000; N&G chair/member: $8,000/$4,000 | 2024 program |
| 2025 NED cash retainers (amended) | Board: $50,000; Chair: $85,000; Audit chair/member: $20,000/$10,000; HCM chair/member: $15,000/$7,500; N&G chair/member: $10,000/$5,000 | Effective April 2025 |
Performance Compensation
| Equity structure | Instrument | Grant sizing and vesting | Change‑in‑control treatment |
|---|---|---|---|
| Director equity – 2024 | Stock options | Initial grant up to 55,000 options (capped at $750,000 value) vesting monthly over 3 years; annual grant up to 27,500 options (capped at $375,000) vesting by next annual meeting or first anniversary (actual 2024 annual grants reduced due to caps) | All director equity vests upon change‑in‑control |
| Director equity – 2025 | Mix of options and RSUs | Initial: $375,000 in options (Black‑Scholes) vest monthly over 3 years + $375,000 in RSUs vest annually over 3 years; Annual: $225,000 options + $225,000 RSUs vest by next annual meeting or first anniversary | All director equity vests upon change‑in‑control |
No director performance metrics (e.g., TSR, EBITDA) are tied to director compensation; equity awards vest based on service, with acceleration at change‑in‑control .
Other Directorships & Interlocks
| Company | Relationship to RNA | Interlock/Conflict Considerations |
|---|---|---|
| Catalyst Pharmaceuticals, Inc. | External public board (audit and nom/gov member) | No RNA related‑party disclosure identified involving Catalyst – |
| Bristol‑Myers Squibb (BMS) | Prior employer (2015–2019) | RNA entered a collaboration and securities purchase agreements with BMS in Nov 2023; BMS/Turning Point sublease with RNA for HQ; BMS was >5% holder in 2024. Thompson’s prior employment is disclosed; Board determined independence under Nasdaq rules |
Expertise & Qualifications
- Health policy, government affairs, and corporate affairs leadership; experience interfacing with executive branch and state regulators .
- M.S. Health Sciences (Public Health), Trident University .
- Public board experience (audit and nom/gov committees) enhances oversight capabilities .
Equity Ownership
| Holder | Total beneficial ownership (shares) | % of outstanding | Composition/notes |
|---|---|---|---|
| Tamar Thompson | 57,489 | Less than 1% | Includes options exercisable within 60 days of April 17, 2025 |
| Director outstanding options (Dec 31, 2024) | Count |
|---|---|
| Options outstanding (Tamar Thompson) | 57,489 |
Policy alignment: RNA’s Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging of company securities by directors and employees, supporting alignment with shareholders .
Governance Assessment
- Strengths: Independent status; service on Human Capital Management and Nominating & Corporate Governance committees; documented attendance threshold met; meaningful equity participation aligning interests; prohibitions on hedging/pledging; transparent director pay program with market benchmarking and clear vesting/CoC terms .
- Watch items: Prior employment at BMS while RNA maintains material agreements and facility sublease with BMS/Turning Point; although independence affirmed, investors may monitor for perceived conflicts in decisions touching BMS matters. No explicit director stock ownership guideline disclosure found in proxy, limiting visibility into “skin‑in‑the‑game” expectations for directors .
- Shareholder sentiment signal: 2024 say‑on‑pay approval was ~98.5%, indicating broad support for compensation governance at RNA (context for overall governance environment) .
Board Governance (Committee Detail)
| Committee | Members | Chair | Key responsibilities relevant to Thompson’s role |
|---|---|---|---|
| Human Capital Management | Edward M. Kaye, M.D.; Tamar Thompson; Troy Wilson, Ph.D., J.D. | Edward M. Kaye, M.D. | Oversees executive/employee/director compensation policies; reviews goals; approves equity awards; evaluates risk in comp programs |
| Nominating & Corporate Governance | Noreen Henig, M.D.; Edward M. Kaye, M.D.; Tamar Thompson | Noreen Henig, M.D. | Board composition, nominations, governance policies, independence/conflicts oversight, board evaluation |
Director Compensation (Detail – 2024)
| Category | Amount |
|---|---|
| Fees earned or paid in cash | $49,000 |
| Option awards (grant‑date fair value) | $374,989 |
| Total | $423,989 |
RED FLAGS
- Related‑party exposure via prior BMS employment and ongoing material relationships between RNA and BMS/Turning Point; requires continued board‑level conflict management and recusal protocols where applicable .
- Lack of explicit disclosure of director stock ownership guidelines and compliance status in proxy reduces visibility into long‑term ownership alignment for directors .
All facts and figures above are sourced from RNA’s 2025 DEF 14A proxy statement and cited accordingly.