Camille Bedrosian
RHYTHM PHARMACEUTICALSAbout Camille L. Bedrosian, M.D.
Independent director at Rhythm Pharmaceuticals since December 2020; age 72; Class III director with term expiring at the 2026 annual meeting. A physician-scientist and seasoned biopharma executive, she is Chief Medical Officer at Amylyx Pharmaceuticals and previously held CMO roles at Ultragenyx, Alexion, and ARIAD, with earlier academic tenure at Duke. Education: A.B. Harvard University, M.D. Harvard Medical School, M.S. Biophysics MIT. The Board deems her independent under Nasdaq and SEC standards and highlights her rare disease drug development expertise .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Amylyx Pharmaceuticals, Inc. | Chief Medical Officer | Since Nov 2023 | Senior medical leadership at a biotechnology company |
| Ultragenyx Pharmaceutical Inc. | Strategic Development Advisor | May–Nov 2023 | Strategic guidance to clinical development and translational research |
| Ultragenyx Pharmaceutical Inc. | EVP & Chief Medical Officer | Jan 2018–May 2023 | Led rare disease portfolio; executive leadership |
| Alexion Pharmaceuticals, Inc. | SVP & Chief Medical Officer | May 2008–Jan 2018 | Led development incl. rare disease therapies such as Soliris (eculizumab) |
| ARIAD Pharmaceuticals | Chief Medical Officer | Not disclosed | Prior CMO role |
| Genetics Institute, Inc. | Clinical Research & Development | Not disclosed | Prior clinical R&D role |
| Duke University Medical Center | Assistant Professor of Medicine | Not disclosed | Member, Duke Comprehensive Cancer Center |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crinetics Pharmaceuticals, Inc. | Director | Current | Committee assignments not disclosed in RYTM proxy |
Board Governance
- Committee memberships: Compensation & Management Development (member); Governance & Nominating (member). She is not a committee chair .
- Independence: Board determined Dr. Bedrosian is independent under Nasdaq and SEC standards; all current members of the Compensation & Management Development Committee satisfy heightened independence standards .
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; all 8 directors attended the 2024 Annual Meeting; executive sessions are held regularly .
- Committee activity levels: Compensation & Management Development committee met 4 times in 2024; Governance & Nominating met once; Audit met 5 times (she is not on Audit) .
- Lead independent director and structure: CEO also serves as Chair; independent directors appointed Edward T. Mathers as Lead Director (counterbalances combined chair/CEO) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $63,833 | Actual cash compensation earned in 2024; totals may not foot due to rounding |
| Annual cash retainer (program terms) | $50,000 | Standard non-employee director retainer |
| Compensation & Management Development Committee member retainer (program terms) | $10,000 | Increased from $7,500 effective June 18, 2024 |
| Governance & Nominating Committee member retainer (program terms) | $5,000 | Member retainer |
| Chair retainers (reference) | $20,000 (Comp Chair); $10,000 (Governance Chair); $20,000 (Audit Chair); $35,000 (Lead Director) | She is not a chair or lead director |
Performance Compensation
| Award Detail (2024) | Value/Count | Vesting/Terms |
|---|---|---|
| Stock awards (RSUs) – grant-date fair value | $165,560 | RSUs granted on June 18, 2024; vest in full upon earlier of first anniversary of grant or date of 2025 annual meeting |
| Option awards – grant-date fair value | $398,782 | Options granted on June 18, 2024; vest in full on same schedule; exercise price equals FMV on grant date |
| RSUs – units granted (continuing director program) | 4,000 | Annual equity grant parameters for continuing directors in 2024 |
| Options – units granted (continuing director program) | 14,000 | Annual equity grant parameters for continuing directors in 2024 |
| Change-in-control treatment | Accelerated vesting | All outstanding director equity awards vest in full immediately prior to a change in control |
| Annual equity grant limit | $600,000 | If exceeded, awards reduced using 1.5 options per 1 RSU ratio |
Other Directorships & Interlocks
| Item | Status/Detail |
|---|---|
| Other public company board | Crinetics Pharmaceuticals, Inc. (Director) |
| Compensation committee interlocks (RYTM 2024) | None; no executive officer interlocks with other companies’ compensation committees |
| Family relationships | None among directors, nominees, or executive officers |
Expertise & Qualifications
- Physician-scientist with deep rare disease drug development leadership (Alexion Soliris; Ultragenyx portfolio; current Amylyx CMO) .
- Academic and scientific credentials: A.B. Harvard; M.D. Harvard Medical School; M.S. Biophysics MIT; prior academic appointment at Duke .
- Board skills: Governance committee membership overseeing corporate governance, ESG, and related party transaction reviews; compensation committee membership overseeing executive and director compensation .
Equity Ownership
| As-of | Beneficial Ownership (shares) | % of Shares Outstanding | Options Outstanding at FY2024 End | Unvested Stock Awards at FY2024 End | Pledging/Hedging Policy |
|---|---|---|---|---|---|
| April 28, 2025 (table date) | 107,000 | <1% (63,597,942 shares outstanding) | 100,000 | 4,000 | Company has a Global Insider Trading Policy with anti-hedging and pledging provisions |
- Note: The beneficial ownership table notes “None of the shares are pledged as security” in aggregate footnote; individual pledging not indicated for Dr. Bedrosian specifically in retrieved footnotes .
Governance Assessment
- Strengths: Clear independence; active committee roles in compensation and governance; robust Board-level engagement (full annual meeting attendance; regular executive sessions); formal policies on insider trading, anti-hedging/pledging; compensation committee oversees clawback policy compliance per SEC/Nasdaq rules—all supportive of investor alignment .
- Alignment: Director pay heavily equity-linked (options and RSUs) with vesting tied to annual cycle; ownership <1% but with meaningful option exposure; accelerated vesting on change-in-control is standard but investors may monitor its impact on alignment during potential strategic events .
- Conflicts/Red flags: No related-party transactions involving her disclosed; no compensation committee interlocks; no family relationships; anti-hedging/pledging policy in place. Concurrent executive role (Amylyx CMO) implies time-commitment considerations, but no disclosed conflicts with Rhythm’s business .
- Board structure note: Combined CEO/Chair mitigated by a Lead Independent Director; committee independence and activity levels appear appropriate for oversight of compensation and governance risks .