Richard Brudnick
About Richard H. Brudnick
Independent Class III director at Scholar Rock; age 68; director since 2023 with term expiring at the 2027 annual meeting. He is Chief Business Officer at Prime Medicine and previously led business development and corporate strategy roles at Codiak BioSciences, Bioverativ, and Biogen; he holds B.S. and M.S. degrees in Management Science from MIT. The Board has determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Medicine, Inc. | Chief Business Officer | Jul 2022–Present | Leads BD strategy; external partnering |
| Codiak BioSciences, Inc. | Chief Business Officer & Head of Strategy | Jun 2018–Jun 2022 | Corporate strategy and alliances |
| Bioverativ, Inc. | EVP, Business Development & Alliance Management | May 2016–Mar 2018 | BD and alliance leadership |
| Biogen Inc. | SVP, Corporate Development | Aug 2014–May 2016 | M&A/corporate development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| InflaRx N.V. | Director | Current | Board member |
| Volition RX Limited | Director | Prior | Former director |
Board Governance
- Committee assignments: Audit Committee member; the committee is chaired by Joshua Reed (designated audit committee financial expert). Audit met 4 times in 2024. Responsibilities include oversight of financial reporting, internal controls, related-party review, quarterly earnings releases, and enterprise risk management including cybersecurity.
- Independence: All directors except the CEO are independent under Nasdaq and SEC rules.
- Attendance and engagement: The full Board met 8 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Chair and CEO roles are separated. Risk oversight is coordinated primarily through the Audit Committee.
- Codes and policies: Insider trading policy bans hedging and pledging; whistleblower/complaint procedures overseen by Audit Committee. Compensation clawback policy adopted Nov 28, 2023 in compliance with Nasdaq rules.
- Audit Committee report signatories include Richard Brudnick.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash fees paid (2024) | $53,640 | Actual cash retainers paid to Brudnick in 2024 |
| Board member annual cash retainer (policy) | $45,000 | Policy increased Apr 9, 2024 |
| Audit Committee member annual retainer (policy) | $10,000 | Policy rate |
Performance Compensation (Director)
| Component | 2024 Amount (Grant-Date Fair Value) | Holdings/Terms |
|---|---|---|
| Stock awards (RSUs) | $112,860 | Held 13,500 RSUs outstanding as of 12/31/24 |
| Option awards | $112,257 | Held 74,000 options outstanding as of 12/31/24 |
| Annual equity grant policy | n/a | Since Apr 9, 2024: 18,000 options + 13,500 RSUs; vests in full on earlier of 1-year anniversary or next annual meeting, subject to service; total value cap $400,000 |
| Initial equity grant policy | n/a | Revised Apr 9, 2024 to 36,000 options + 27,000 RSUs; total value cap $800,000; time-based vesting |
- Structure note: Director equity awards are time-based (no performance metrics disclosed).
Other Directorships & Interlocks
| Company | Capacity | Overlap/Conflict Notes |
|---|---|---|
| InflaRx N.V. | Director | No SRRK related-party transactions disclosed since 1/1/2023 |
| Volition RX Limited | Former Director | No SRRK related-party transactions disclosed since 1/1/2023 |
Expertise & Qualifications
- Transactional and corporate development expertise across large-cap and development-stage biotech (Biogen, Bioverativ, Codiak; Prime Medicine), with alliance management depth.
- Academic credentials: B.S. and M.S. in Management Science (MIT).
- Governance: Independent director serving on the Audit Committee; not designated as the audit committee financial expert (that designation is held by Joshua Reed).
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 70,388 shares | <1% of outstanding; comprised of 56,888 options exercisable within 60 days and 13,500 RSUs expected to vest within 60 days (as of record date Mar 26, 2025) |
| Ownership as % of outstanding | <1% | Based on 94,860,246 shares outstanding (record date Mar 26, 2025) |
| Shares pledged | None disclosed | Policy prohibits pledging and hedging |
Insider Trades (Form 4 Filings)
| Date Filed | Form | Notes | Source |
|---|---|---|---|
| Jul 1, 2024 | Form 4 | Reported changes in beneficial ownership | |
| May 30, 2025 | Form 4 | Form 4 indicates transaction; company copy shows the 10b5-1 checkbox (trade under a pre-established plan) |
Note: See linked Form 4 filings for transaction type, share amounts, and footnotes.
Compensation Committee Analysis (Company-Level Governance Context)
- Committee composition: Kristina Burow (Chair), Michael Gilman, David Hallal; all independent under Nasdaq rules. Met 4 times in 2024.
- Use of independent advisor: Pay Governance engaged as independent compensation consultant; committee assessed independence and found no conflict of interest.
- Scope: Oversees executive and director compensation, equity grant policies, and CEO succession planning.
Related-Party Transactions and Policies
- Company policy: Audit Committee reviews and approves related person transactions; threshold $120,000; factors include terms vs. third-party and benefit to company.
- Disclosures: No related-party transactions since January 1, 2023 (other than compensation described).
- Offerings: 2024 and 2023 registered offerings included purchases by certain major holders; affiliation noted for Samsara BioCapital with director Srinivas Akkaraju; no disclosures implicating Brudnick.
Governance Assessment
- Strengths
- Independent director with deep BD/M&A background; serves on Audit Committee overseeing financial integrity and risk (including cybersecurity).
- Solid engagement: ≥75% attendance; Audit Committee active (4 meetings in 2024); all directors attended 2024 annual meeting.
- Alignment features: Time-based equity grants and cash retainers consistent with peer biotech director comp; hedging/pledging prohibited; clawback policy adopted.
- Board structure: Independent chair separate from CEO; explicit ERM oversight through Audit Committee.
- Watch items
- External commitments (Prime Medicine CBO; InflaRx board) warrant routine monitoring for time demands and potential conflicts, though the company discloses no related-party transactions involving him.
- Director equity mix shifted to include RSUs in 2024; while this improves retention and reduces risk, it modestly lessens pure performance leverage vs. options-only structures.