Teresa McCarthy
About Teresa McCarthy
Teresa McCarthy is Chief Human Resources Officer (CHRO) of Avidity Biosciences (RNA), serving since August 2020. She brings over two decades of life sciences HR/organizational development experience, including advisory roles via McCarthy Consultants Inc. and The Leadership Edge, with prior leadership at Edwards Lifesciences, Baxter Cardiovascular Group, and IVAC Corporation; education includes a B.A. in Communication and an M.A. in Organizational Communication from San Diego State University . Age references in the company’s proxy biographies indicate 59 as of April 2023 and 60 as of April 2024, consistent with a senior executive tenure at Avidity since 2020 . The company’s disclosures emphasize pay-for-performance through annual corporate goals and multi-year/performance-vesting equity, but they do not provide TSR or financial growth metrics specific to her tenure; bonus target levels and PSU program structures are disclosed below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McCarthy Consultants Inc. | Organizational development & HR consultant (founder) | Since 2002 | Advised life sciences companies on organizational development and HR practices |
| The Leadership Edge | Lead Consultant | 2002–2020 | Leadership development and talent programs for life sciences clients |
| Edwards Lifesciences | Director, Talent Development | 1999–2001 | Built talent development capabilities in medtech context |
| Baxter Cardiovascular Group | Director, Employee Relations | 1996–1999 | Led employee relations in cardiology-focused business unit |
| IVAC Corporation | Manager, Talent Development | 1990–1995 | Early leadership in talent development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| McCarthy Consultants Inc. | Organizational development & HR consultant | Since 2002 | Ongoing advisory background cited in proxy biographies; no public-company directorships disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 420,300 | 439,300 | 456,900 |
| Target Bonus (% of Salary) | 40% (unchanged from 2022 per proxy) | 40% | 40% |
| Actual Annual Bonus ($) | 229,500 | 175,720 | 308,500 |
| All Other Compensation ($) | 15,336 | 13,766 | 17,010 |
Performance Compensation
Annual Bonus Program (structure and outcomes)
| Year | Metric Categories | Target Bonus (% of Salary) | Corporate Achievement | Payout Basis |
|---|---|---|---|---|
| 2023 | Pipeline advancement; platform development; high-performing, diverse, patient-centric organization; capital adequacy | 40% | 100% corporate achievement applied | Paid as non‑equity incentive compensation (see Fixed Compensation table) |
| 2024 | Corporate goals approved Dec 2023; categories not broken down by weighting | 40% | Not disclosed | Paid as non‑equity incentive compensation (see Fixed Compensation table) |
Equity Awards and Vesting Design
| Award Year | Instrument | Quantity/Value | Vesting Schedule | Performance Conditions | CIC Treatment |
|---|---|---|---|---|---|
| 2023 | RSUs | 20,000 granted; 15,000 unvested at 12/31/2024 (market value $436,200) | Equal annual installments over 4 years | Time‑based only | Employment agreements provide accelerated vesting of time‑based awards upon qualifying CIC termination |
| 2023 | PSUs | 100,000 target granted; unearned shares as of 12/31/2023 valued at $905,000 | Four equal tranches | Two key clinical goals (del‑desiran and AOC 1020) by 9/11/2025 | Eligible to vest in full upon change-in-control |
| 2024 | RSUs | 16,500 unvested at 12/31/2024 (market value $479,820) | Equal annual installments over 4 years | Time‑based only | Accelerated vesting of time‑based awards upon qualifying CIC termination |
| 2024 | PSUs | 72,000 target granted (market value $2,093,760 at 12/31/2024) | Three equal tranches | Three key goals related to del‑desiran, del‑brax, del‑zota by 12/31/2029 | Eligible to vest in full upon change-in-control |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | April 17, 2023 | April 15, 2024 | April 17, 2025 |
|---|---|---|---|
| Shares Beneficially Owned (#) | 185,009 | 351,649 | 460,309 |
| Ownership (% of shares outstanding) | <1% | <1% | <1% |
Outstanding Equity Awards at FY 2024 Year-End (as of 12/31/2024)
| Instrument | Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) | Unvested PSUs (#) | PSU Market Value ($) |
|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option | 8/24/2020 | 8/24/2020 | 106,000 | — | 29.00 | 8/24/2030 | — | — | — | — |
| Stock Option | 2/2/2021 | 1/1/2021 | 107,708 | 2,292 | 22.34 | 2/2/2031 | — | — | — | — |
| Stock Option | 1/21/2022 | 1/3/2022 | 14,843 | 42,657 | 14.22 | 1/21/2032 | — | — | — | — |
| Stock Option | 1/20/2023 | 1/20/2023 | 51,750 | 56,250 | 22.47 | 1/20/2033 | — | — | — | — |
| Stock Option | 9/11/2023 | 9/11/2023 | 16,875 | 37,125 | 6.57 | 9/11/2033 | — | — | — | — |
| Stock Option | 1/20/2024 | 1/20/2024 | 17,875 | 60,125 | 10.16 | 1/20/2034 | — | — | — | — |
| RSU | 1/20/2023 | 1/20/2023 | — | — | — | — | 15,000 | 436,200 | — | — |
| RSU | 9/11/2023 | 9/11/2023 | — | — | — | — | 25,000 | 727,000 | — | — |
| RSU | 1/20/2024 | 1/20/2024 | — | — | — | — | 16,500 | 479,820 | — | — |
| PSU | 10/30/2024 | 10/30/2024 | — | — | — | — | — | — | 72,000 | 2,093,760 |
- Option vesting: equal monthly installments over 4 years (or 25% at year one anniversary then monthly thereafter for certain employment-start grants) .
- RSU vesting: equal annual installments over four years .
- PSU vesting: performance tranches tied to program milestones; eligible for full vest on change-in-control .
Hedging/Pledging and Ownership Policy
- Insider Trading Policy prohibits short sales, hedging, margin purchases, and pledging of company securities by executives and directors .
- Clawback policy for erroneously awarded incentive compensation; no post-employment tax gross-ups; double-trigger cash severance (no single-trigger cash) .
Employment Terms
Employment Agreement Highlights
- Role and incentive eligibility: CHRO with annual base salary and annual performance bonus eligibility at a 40% target of base salary .
- Severance (outside CIC): 12 months of base salary and COBRA premium payments for up to 12 months, subject to release and compliance .
- Severance (within CIC period):
- 2024 proxy terms: 12 months base salary + target annual bonus; COBRA up to 12 months; accelerated vesting of time-based equity; CIC period defined as 59 days prior to or 12 months post-CIC .
- 2025 proxy terms: 18 months base salary + 150% of target annual bonus + prorated target annual bonus; COBRA up to 18 months; accelerated vesting of time-based equity; CIC period expanded to 59 days prior to or 24 months post-CIC; completed-year bonus payable based on actual performance if unpaid at termination .
Potential Payments Upon Termination or Change-in-Control (company illustrations)
| Scenario (as of stated date) | Cash Severance ($) | Accelerated Equity ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without cause/good reason, apart from CIC (assumed 12/31/2023) | 439,300 | — | 32,193 | 471,493 |
| Involuntary termination without cause/good reason in connection with CIC (assumed 12/31/2023) | 615,020 | 1,211,550 | 32,193 | 1,858,763 |
| Involuntary termination without cause/good reason, apart from CIC (assumed 12/31/2024; stock at $29.08) | 456,900 | — | 32,193 | 489,093 |
| Involuntary termination without cause/good reason in connection with CIC (assumed 12/31/2024; stock at $29.08) | 959,490 | 6,731,172 | 48,289 | 7,738,951 |
| CIC (no termination) (assumed 12/31/2024; stock at $29.08) | — | 2,820,760 | — | 2,820,760 |
Investment Implications
- Pay-for-performance alignment: Cash bonuses tied to Board-approved corporate objectives; PSUs contingent on achieving explicit program milestones (del‑desiran, AOC 1020; expanded in 2024 to del‑desiran, del‑brax, del‑zota), reinforcing execution incentives across R&D milestones; 2023 corporate achievement at 100% suggests strong alignment of FY23 pay with goals .
- Retention and selling pressure: Significant unvested equity (RSUs and PSUs) with scheduled annual and milestone-based vesting through 2029 can create recurring supply over time; time-based awards accelerate upon qualifying CIC termination, potentially increasing realized value and near-term share supply if separation coincides with a CIC .
- Alignment safeguards: Prohibitions on hedging/pledging and existence of clawback policy mitigate misalignment risk; double-trigger cash severance avoids single-trigger payouts, though 2025 enhancements (18 months base + 150% target bonus + prorated bonus) raise CIC severance magnitude, increasing potential parachute value .
- Ownership: Beneficial ownership increased from ~185K (Apr 2023) to ~460K shares (Apr 2025), but remains <1% of outstanding—typical for mid-cap biotech NEOs; equity mix and vesting cadence, rather than outright ownership %, drive incentive alignment .