Troy Wilson

About Troy Wilson

Troy E. Wilson, Ph.D., J.D., is Avidity Biosciences’ co‑founder and non‑executive Chair of the Board (Director since Nov 2012; Executive Chair Feb 2019–Jan 2021; Chair since Jan 2021). He previously served as Avidity’s President & CEO (Nov 2012–Feb 2019). Dr. Wilson holds a J.D. from NYU and a Ph.D. in Bioorganic Chemistry and a B.A. in Biophysics from UC Berkeley . The Board has determined he is an independent director under Nasdaq rules (more than three years since Avidity employment) and he sits on the Human Capital Management Committee .

Past Roles

External Roles

Implications: These roles create deep industry network and operating perspective; overlap is largely in oncology (Kura, Puma) vs. Avidity’s neuromuscular focus, so direct competitive conflicts appear limited, but time‑commitment and general industry interlocks warrant monitoring .

Board Governance

• Role at Avidity: Independent, non‑executive Chair; member of Human Capital Management Committee .
• Independence: Board determined Dr. Wilson is independent; only the CEO (Sarah Boyce) and one director (Arthur Levin) are non‑independent .
• Leadership structure: Avidity separates Chair and CEO roles, with the Chair providing board leadership and CEO handling company operations .
• Attendance: In 2024, the Board met 4 times; each director attended at least 75% of Board and committee meetings .
• HCM interlocks: The proxy notes no compensation committee interlocks; it flags Dr. Wilson’s prior employment (CEO until Feb 2019) but this falls outside the 3‑year Nasdaq lookback now, supporting independence .

Fixed Compensation (Non‑Employee Director Program)

Avidity’s amended Non‑Employee Director Compensation Program (effective Apr 1, 2025) sets cash retainers and equity for non‑employee directors:

Notes: Dr. Wilson, as Chair and HCM member, would be eligible for the $85,000 Chair retainer plus $7,500 for HCM membership under current assignments .

Performance Compensation (Equity – Time‑Based)

Performance metrics: There are no performance‑conditioned director awards; director equity is time‑based only .

Other Directorships & Interlocks

• Current public boards: Kura Oncology (CEO/Chair); Puma Biotechnology (Director) .
• Committee interlocks: None reported at Avidity (HCM committee explicitly reports no interlocks; Dr. Wilson’s prior executive role at Avidity ended >3 years ago) .
• Potential situational incentives: Director equity vests fully upon change‑of‑control, which is standard but may introduce perceived incentives during M&A processes (relevant given pending Novartis acquisition). Avidity’s director equity provides full acceleration at closing of a change‑in‑control . Avidity has announced a definitive agreement to be acquired by Novartis (USD 72 per share, H1’26 expected close, subject to conditions) .

Expertise & Qualifications

• Scientific, legal, and operating background: Ph.D. (Bioorganic Chemistry), J.D., founder/CEO experience in multiple biotechs (Avidity, Intellikine), and ongoing CEO/Chair role at Kura Oncology provide strong R&D, regulatory, capital markets, and governance expertise .
• Board leadership: Longstanding public company board experience and multiple chair roles signal board process and oversight proficiency .
• Committee service: Human Capital Management (compensation) committee member at Avidity .

Equity Ownership

• Beneficial ownership amounts for Dr. Wilson were not included in the retrieved excerpts of the 2025 proxy. However, director alignment is reinforced through sizeable annual equity awards (aggregate $450,000 fixed‑value equity grant annually from Apr 2025, split equally between options and RSUs) and full vesting upon change‑in‑control .
• Policy backdrop: Avidity’s Insider Trading Policy prohibits hedging, short sales, margining, or pledging by directors and officers, enhancing alignment with long‑term shareholders .

Governance Assessment

Key strengths

• Independent, experienced non‑executive Chair with deep domain, legal, and capital markets expertise; separate Chair/CEO structure supports oversight .
• Good board process hygiene: all directors ≥75% attendance in 2024; committees fully independent; clear committee leadership .
• Robust director compensation framework with clear cash/equity mix; quarterly cash payment and standardized equity vesting; anti‑hedging/pledging policy .
• Shareholder support context: Avidity’s say‑on‑pay historically passed with strong support (98.5% For in 2023), indicating constructive investor engagement on pay/governance .

Potential watch‑items / red flags to monitor

• Change‑in‑control (CIC) acceleration: Full vesting of director equity at CIC is standard but can create perceived incentives in M&A contexts; relevant given the announced Novartis acquisition .
• External workload: Concurrent CEO/Chair duties at Kura and other board leadership roles could pose time‑commitment risks; however, his independence and expertise likely outweigh if meeting attendance and engagement remain high .
• Compensation committee membership with prior executive history: Disclosed that Dr. Wilson was Avidity’s CEO until 2019; the independence look‑back period has lapsed, and the proxy reports no compensation committee interlocks, but this history warrants continued oversight by the Nominating & Governance Committee .

Overall: Dr. Wilson’s blend of scientific, legal, and C‑suite experience, coupled with independent Chair status and active committee service, supports board effectiveness. Compensation structures and policies are standard and alignment‑oriented, though CIC acceleration merits awareness during pending M&A.

Appendix – Reference Data

• Director biography and credentials; independence determination
• Board leadership structure; committee memberships; attendance
• Non‑employee director compensation cash/equity program (effective Apr 1, 2025)
• Insider Trading Policy (anti‑hedging/pledging)
• Say‑on‑pay result 2023 (For: 52,276,295; Against: 613,109; Abstain: 84,702)
• Novartis transaction overview and timing