Christophe Jean
RHYTHM PHARMACEUTICALSAbout Christophe R. Jean
Christophe R. Jean, age 69 as of April 29, 2025, has served on Rhythm Pharmaceuticals’ board since 2015. He is an independent director with deep international biopharma operating and commercial leadership experience, including senior roles at Ipsen, Pierre Fabre, Novartis, and Ciba‑Geigy. Mr. Jean holds an M.B.A. from Harvard Business School and currently serves on Rhythm’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ipsen S.A. | EVP, Corporate Strategy, BD, Alliances & M&A | 2013–July 2018 | Prior 11 years as EVP, COO overseeing global commercial operations and medical affairs; extensive experience commercializing therapeutics outside the U.S. |
| Pierre Fabre Group | President & CEO, pharmaceutical activities | Not disclosed | Led pharma segment; international P&L experience |
| Novartis Pharma AG | President of Europe, Middle East & Africa (Pharma Division) | Not disclosed | Regional leadership across EMEA |
| Ciba‑Geigy AG (pre‑Novartis merger) | Head of Finance & IT Worldwide; Member, Pharma Executive Committee | Not disclosed | Global finance/IT leadership; Pharma executive committee role |
| JSB Partners, LLC | Senior Advisor | Nov 2018–Dec 2019 | Biotech/pharma investment banking advisory |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Oraxys S.A. (private equity) | Strategic Advisor | June 2019 | Advises PE portfolio; potential deal exposure outside Rhythm |
| Bain & Company | External Advisor | Jan 2025 | Management consulting advisory role |
| Private company boards | Director | Not disclosed | Serves on boards of private companies (details not disclosed) |
Board Governance
- Independence: Board determined Mr. Jean is independent under Nasdaq and SEC standards; current Audit Committee members meet heightened independence .
- Committee assignments: Audit Committee member (chair: David W.J. McGirr; members: McGirr, Jennifer Good, Christophe R. Jean). Audit met five times in 2024 and oversees financial reporting, auditor independence, cybersecurity, and risk management .
- Attendance: Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings; all eight directors attended the 2024 Annual Meeting; executive sessions held regularly .
- Board leadership: Combined Chair/CEO (David P. Meeker, M.D.) with lead independent director (Edward T. Mathers) .
- Governance/Nominating Committee oversees related party transactions and director independence; Compensation & Management Development Committee monitors compensation risk .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Standard director retainer |
| Audit Committee member retainer | 10,000 | Non‑chair audit member |
| Total cash earned | 60,000 | As reported for Mr. Jean |
Program retainer schedule (for context): Lead Director $35,000; Non‑Exec Chair $30,000; Audit Chair $20,000; Compensation Chair $20,000; Compensation member $10,000; Governance Chair $10,000; Governance member $5,000. Effective June 18, 2024, Compensation chair/member retainers increased to $20,000/$10,000 .
Performance Compensation (Equity Awards – 2024)
| Award Type | Shares | Grant Date | Vesting | Grant‑Date Fair Value ($) |
|---|---|---|---|---|
| Stock options (annual) | 14,000 | June 18, 2024 | Vest in full on earlier of first anniversary or 2025 annual meeting; immediate vesting upon change‑in‑control | |
| RSUs (annual) | 4,000 | June 18, 2024 | Same as above | |
| Options – 2024 reported value | — | — | — | 398,782 |
| RSUs – 2024 reported value | — | — | — | 165,560 |
Notes:
- The director compensation program provided annual grants of 14,000 options and 4,000 RSUs to continuing directors on June 18, 2024; fair values reflect ASC 718 grant‑date valuations; exercise price at fair market value on grant date; all director equity vests immediately prior to a change in control .
- No annual equity awards were granted on the rescheduled annual meeting date (September 18, 2024) .
- Directors’ equity is time‑based; no performance‑vesting metrics (no revenue/EBITDA/TSR hurdles) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Oraxys S.A. | Private equity | Strategic Advisor | PE exposure could create perceived conflicts if Rhythm transacts with Oraxys‑affiliated entities; none disclosed |
| Bain & Company | Consulting | External Advisor | Broad consulting relationships; no specific Rhythm transactions disclosed |
| Private companies | Private | Director | No named public company boards or competitive interlocks disclosed |
Expertise & Qualifications
- International commercialization leader with executive roles across Europe, Latin America, and global HQ functions; COO experience overseeing worldwide commercial and medical affairs; strategic M&A and alliances leadership .
- Financial/operational expertise from Ciba‑Geigy executive committee and global finance/IT roles; MBA from Harvard Business School .
- Board cited his extensive experience in commercializing therapeutics outside the U.S. as a qualification for Rhythm’s board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Common Stock + options exercisable within 60 days) | 113,500 shares; less than 1% of outstanding |
| Company shares outstanding (Record Date: Apr 28, 2025) | 63,597,942 |
| Options outstanding at 2024 year‑end | 106,500 |
| Unvested RSUs outstanding at 2024 year‑end | 4,000 |
| Shares pledged as collateral | None (policy prohibits pledging) |
| Hedging policy | Prohibits hedging/monetization transactions (prepaid forwards, swaps, collars, exchange funds) |
| Director stock ownership guideline | 3x annual cash retainer; 5 years to comply; all participants in compliance at adoption (Dec 2024) |
Governance Assessment
- Strengths: Independent director; active Audit Committee member; board and committee attendance thresholds met; audit oversight includes cybersecurity and risk; strong anti‑hedging/anti‑pledging policy; director ownership guidelines with demonstrated compliance; annual meeting attendance reinforces engagement .
- Compensation alignment: Director pay mixes cash and at‑risk equity (options and RSUs) with time‑based vesting; change‑in‑control acceleration is standard but can be viewed as shareholder‑unfriendly; equity cap ($600,000 fair value) mitigates pay inflation risk .
- Potential conflicts: External advisory roles (Oraxys S.A., Bain & Company) warrant ongoing monitoring; no related‑party transactions disclosed involving Mr. Jean; Governance & Nominating Committee reviews any related person transactions >$120,000 .
- Risk indicators: No shares pledged; Section 16 compliance broadly satisfactory (one late Form 4 for a different individual noted); auditor oversight robust (EY since 2015; annual ratification) .
Overall, Mr. Jean’s deep commercial biopharma background and audit committee service support board effectiveness and investor confidence; continued disclosure and monitoring of external advisory engagements and standard CIC acceleration terms remain areas to watch for alignment.
Key References:
- Director biography, independence, committees, ages/classification: **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:10]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:13]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:16]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:17]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:18]**
- Director compensation program and table, grant dates/values, vesting/limits: **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:25]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:26]**
- Audit Committee report/members/meetings; auditor ratification (EY): **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:54]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:18]**
- Attendance and governance practices (executive sessions, annual meeting attendance): **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:16]**
- Stock ownership policy (director guideline, compliance), anti‑hedging/pledging policy: **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:39]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:23]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:22]**
- Beneficial ownership (shares, options, RSUs): **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:59]** **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:26]**
- Related party transactions policy and 2024 investment agreement context: **[1649904_0001558370-25-005818_rytm-20250624xdef14a.htm:62]**