Jennifer Good
RHYTHM PHARMACEUTICALSAbout Jennifer Good
Jennifer Good (age 60 as of April 29, 2025) is an independent Class II director of Rhythm Pharmaceuticals, serving since June 2019. She co-founded Trevi Therapeutics in 2011 and has been its President & CEO and a board member since inception; previously she held senior roles at Penwest Pharmaceuticals from 1997–2010 including CEO, COO, and CFO. She holds a BBA in Accounting from Pacific Lutheran University (1987) and is a Certified Public Accountant (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penwest Pharmaceuticals Co. | CEO; COO; CFO | 1997–2010 | Senior financial and operating leadership |
| Juniper Pharmaceuticals, Inc. | Director | Sep 2017–Aug 2018 | Director until acquisition by Catalent |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trevi Therapeutics, Inc. | Co-founder; President & CEO; Director | 2011–present | Clinical-stage biopharmaceutical company; founder-led executive leadership |
Board Governance
- Class II director; term up at 2025 Annual Meeting, nominated for re‑election to serve until 2028 .
- Independence: Board determined Ms. Good is independent under Nasdaq and SEC rules; Audit and Compensation committees meet heightened independence standards .
- Committees: Audit Committee member (current members: David W.J. McGirr—Chair; Jennifer Good; Christophe R. Jean). Audit Committee met 5 times in 2024; all members meet SEC/Nasdaq financial literacy requirements .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 Annual Meeting. Executive sessions without management are held regularly .
- Board leadership: Combined Chair/CEO (David P. Meeker); Lead Independent Director is Edward T. Mathers .
Fixed Compensation
Director cash fees and program structure:
- 2024 non‑employee director cash retainer $50,000; Audit Committee member $10,000; other chair/member fees as listed below; Compensation Committee chair and member fees increased effective June 18, 2024 (to $20,000 and $10,000, respectively) .
- Ms. Good’s 2024 cash compensation: $57,500 .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (Good) | $50,000 | $57,500 |
| Program cash retainer (board-wide) | $50,000 | $50,000 |
| Audit Committee member fee (board-wide) | $10,000 | $10,000 |
2024 board-wide cash retainers:
| Role | Annual Fee ($) |
|---|---|
| Annual Cash Retainer | 50,000 |
| Lead Director | 35,000 |
| Non‑Executive Chair | 30,000 |
| Audit Chair | 20,000 |
| Audit Member | 10,000 |
| Compensation Chair | 20,000 (increased from $15,000 on Jun 18, 2024) |
| Compensation Member | 10,000 (increased from $7,500 on Jun 18, 2024) |
| Governance Chair | 10,000 |
| Governance Member | 5,000 |
Performance Compensation
Director equity awards are time‑based (no performance metrics) with change‑in‑control acceleration:
- Continuing directors (served ≥6 months) eligible on June 18, 2024 for 14,000 options and 4,000 RSUs, vesting fully at the earlier of first anniversary or 2025 Annual Meeting; all non‑employee director equity awards vest in full immediately prior to change in control. Annual equity grant date fair value limit of $600,000 applies (with 1.5 options to 1 RSU reduction ratio if exceeded) .
- Ms. Good’s 2024 equity compensation (grant-date fair values): Stock awards $165,560; Option awards $398,782 .
| Instrument | Grant context/date | Shares/Units | Vesting | Special Terms |
|---|---|---|---|---|
| Stock Options (Good) | Annual director grant eligible on Jun 18, 2024 | 14,000 (board-wide eligibility) | Full vest upon earlier of 1st anniversary or 2025 Annual Meeting | Accelerates in full pre‑change‑in‑control; strike = FMV at grant; $398,782 grant-date fair value (Good, 2024) |
| RSUs (Good) | Annual director grant eligible on Jun 18, 2024 | 4,000 (board-wide eligibility) | Full vest upon earlier of 1st anniversary or 2025 Annual Meeting | Accelerates in full pre‑change‑in‑control; $165,560 grant-date fair value (Good, 2024) |
| Initial Director Awards (policy) | Prior to Jun 18, 2024 | 34,000 options | Annual over 3 years | Accelerates pre‑change‑in‑control |
| Initial Director Awards (policy) | On/after Jun 18, 2024 | 28,000 options and 8,000 RSUs | Annual over 3 years | Accelerates pre‑change‑in‑control |
Director equity outstanding at year-end:
| Metric | 2023 YE | 2024 YE |
|---|---|---|
| Options outstanding (Good) | 97,500 | 28,000 |
| Unvested stock awards (Good) | 3,000 | 4,000 |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Conflict Notes |
|---|---|---|---|
| Trevi Therapeutics, Inc. | President & CEO; Director | Public-company role noted; clinical-stage biopharma | No Rhythm related‑person transactions disclosed involving Ms. Good; related-party financing disclosed only with >5% holders (Perceptive, Baker Bros) |
| Juniper Pharmaceuticals, Inc. | Director (former) | Public (acquired) | Prior board service ended Aug 2018 upon acquisition by Catalent |
Expertise & Qualifications
- Founder/CEO experience in biopharma; prior CFO/COO roles reflect strong operational and financial skill set .
- CPA (inactive) and Audit Committee financial literacy; Audit Committee composition confirms financial oversight competency .
Equity Ownership
| Metric (as of April 28, 2025 unless noted) | Value |
|---|---|
| Shares beneficially owned (Good) | 35,000; <1% of outstanding |
| Total common shares outstanding | 63,597,942 |
| Pledging status | None of the reported shares are pledged as security |
| Options outstanding (Dec 31, 2024) | 28,000 |
| Unvested RSUs (Dec 31, 2024) | 4,000 |
| Stock Ownership Policy | Directors must hold ≥3x annual cash retainer; five years to comply; all current participants were compliant at adoption (Dec 2024) |
Governance Assessment
- Board effectiveness: Ms. Good is an independent Audit Committee member with financial literacy, supporting robust financial oversight; Audit Committee met 5 times in 2024 and the Board maintained regular executive sessions—positive for governance .
- Alignment: She holds equity (options and RSUs) and is subject to a stock ownership policy (≥3x retainer), with the Company stating all current participants were compliant at adoption—supportive of alignment .
- Compensation structure: Director equity awards are time‑based (no performance metrics), with change‑in‑control acceleration; 2024 compensation reflects larger equity grant values versus 2023, aligned with an updated director program and June 18, 2024 grant cadence .
- Attendance and engagement: Board and committee attendance threshold met (≥75%), and all directors attended the 2024 Annual Meeting—adequate engagement signal .
- Conflicts/related‑party exposure: No related‑person transactions disclosed involving Ms. Good; major disclosed related transactions were financing with >5% holders (Perceptive, Baker Bros). Shares are not pledged—no alignment red flag identified .
- Additional signal: Ms. Good’s concurrent CEO role at Trevi Therapeutics indicates significant external executive responsibilities; no interlocks or transactions with Rhythm were disclosed, but ongoing monitoring of time commitments and potential overlaps is prudent .
RED FLAGS: None disclosed specific to Ms. Good (no pledging; independence affirmed; attendance ≥75%). Note: director equity accelerates on change in control, which some investors view as less favorable but is common in small/mid-cap biopharma .