Lynn Tetrault
RHYTHM PHARMACEUTICALSAbout Lynn A. Tetrault
Independent director since December 2020; age 62 as of April 29, 2025; Class I director with term expiring at the 2027 annual meeting. Former EVP, Human Resources & Corporate Affairs at AstraZeneca (2007–2014), founder and principal of Anahata Leadership (since May 2017), and a lawyer by training (B.A. Princeton; J.D. University of Virginia). Currently Independent Chairperson of NeoGenomics and a director of Acelyrin. The Board has determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca PLC | EVP, Human Resources & Corporate Affairs | May 2007 – March 2014 | Senior executive leadership shaping HR and corporate affairs strategy |
| Anahata Leadership, Inc. | Founder and Principal | Since May 2017 | Advisory firm focused on executive women’s leadership development |
| Private healthcare legal practice (Boston) | Attorney | Not disclosed | Early-career legal practice in healthcare |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| NeoGenomics, Inc. | Independent Chairperson; Interim CEO (Mar–Aug 2022); Director since 2015 | Ongoing | Independent board leadership; prior interim operational leadership |
| Acelyrin, Inc. | Director | Since December 2023 | Public biotech board service |
Board Governance
- Committee roles: Chair, Compensation & Management Development Committee; not a member of Audit or Governance & Nominating. Compensation Committee (CMDC) met four times in 2024. All CMDC members are independent.
- Independence and attendance: Board determined she is independent; in 2024, all directors attended at least 75% of Board and applicable committee meetings; executive sessions without management are held regularly.
- Board structure: CEO also serves as Chairman; Edward T. Mathers is Lead Director to balance governance; Board periodically reviews leadership structure.
- Risk oversight context: Audit oversees major financial/cyber risks; CMDC monitors compensation-related risk; Governance & Nominating oversees independence and related‑party transactions.
Fixed Compensation (Director)
- 2024 Non‑Employee Director Compensation Program (effective June 18, 2024 update):
- Annual cash retainer $50,000; Lead Director $35,000; Audit Chair $20,000; Audit member $10,000; CMDC Chair $20,000 (increased from $15,000 on June 18, 2024); CMDC member $10,000 (increased from $7,500); Governance Chair $10,000; Governance member $5,000. No meeting fees.
- Lynn A. Tetrault – 2024 Director Compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $67,667 |
| Stock Awards (RSUs) – Grant-date fair value | $165,560 |
| Option Awards – Grant-date fair value | $398,782 |
| Total | $632,008 |
Performance Compensation (Director Equity; time-based)
- Equity design and schedules:
- Continuing directors were eligible on June 18, 2024 for an annual grant of options (14,000) and RSUs (4,000); vest in full upon the earlier of the first anniversary of grant or the 2025 annual meeting; exercise price equals FMV at grant; director awards fully vest immediately prior to a change in control; annual equity grant date fair value capped at $600,000 (with a 1.5:1 option-to-RSU reduction ratio if needed).
- Initial director grants (for new appointees) vest annually over three years; program provides options and RSUs.
- Performance metrics: None for directors; awards are time‑based (no TSR/financial hurdles disclosed for directors).
Other Directorships & Interlocks
- Current public boards: NeoGenomics (Independent Chairperson; prior Interim CEO Mar–Aug 2022; director since 2015); Acelyrin (since Dec 2023).
- Compensation Committee interlocks: Company disclosed no CMDC interlocks/insider participation during 2024.
Expertise & Qualifications
- Legal training (J.D.) with senior HR/corporate affairs executive experience at a global biopharma (AstraZeneca), board leadership at a public diagnostics company, and director roles at multiple healthcare companies. The Board cited her executive leadership experience and public company board service in assessing qualifications.
- As CMDC Chair, she oversees executive and director pay design, peer benchmarking, succession planning, human capital oversight, and compliance with the compensation recovery policy.
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of April 28, 2025) | 72,000 shares; represents less than 1% of outstanding common stock |
| Breakdown | 3,000 common shares; 65,000 options exercisable within 60 days; 4,000 RSUs vesting within 60 days (footnote 18) |
| Shares Outstanding (for context) | 63,597,942 common; 150,000 convertible preferred (as of April 28, 2025) |
| Pledged/Hedged | None of the reported shares are pledged; company maintains anti‑hedging/anti‑pledging policy. |
| Ownership Guidelines | Directors required to hold ≥3x annual cash retainer; five years to comply; at adoption in Dec 2024, all current participants were already in compliance. |
Governance Assessment
- Positives
- Independent director; CMDC Chair with active oversight (4 meetings in 2024) and engagement of independent consultant (Pay Governance) for director and executive compensation.
- Stock Ownership Policy (Dec 2024) with director minimums; all current participants in compliance at adoption; anti‑hedging/anti‑pledging policy; indemnification and D&O insurance in place.
- Strong shareholder alignment signal: 2024 say‑on‑pay support of 97.1%; CMDC integrated shareholder feedback by adding PSUs with defined multi‑year goals for executives.
- Attendance and engagement: all directors ≥75% attendance; executive sessions held regularly.
- Watch items
- Director equity accelerates upon change in control (common, but investors may scrutinize CIC acceleration).
- Combined CEO/Chairman structure mitigated by Lead Director; Board reviews structure periodically.
- Multiple external commitments (NeoGenomics chair; Acelyrin director) warrant ongoing monitoring for bandwidth, although no attendance concerns disclosed.
- Conflicts/Related‑party
- Governance & Nominating oversees related‑party transactions; policy requires review/approval for transactions >$120k involving insiders; 2024 related‑party disclosure centered on preferred equity financing by >5% stockholders (Perceptive, Baker Bros); no director‑specific related‑party transaction for Ms. Tetrault is described.
Compensation Committee Report was signed by the CMDC (Chair: Lynn A. Tetrault).
Section 16(a) compliance: Company reported only one late Form 4 in 2024 (not involving Ms. Tetrault).