Peter Kim
About Peter S. Kim
Peter S. Kim, Ph.D., is a director of Entrada Therapeutics (TRDA) serving since December 2020; he is a Class II director with a term expiring at the 2026 annual meeting and was 66 years old as of April 14, 2025 . He is the Virginia & D.K. Ludwig Professor of Biochemistry at Stanford University School of Medicine and an Institute Scholar of Stanford ChEM-H (since 2014); previously he served as President of Merck Research Laboratories (2003–2013), overseeing development of more than 20 medicines and vaccines including JANUVIA, GARDASIL, ISENTRESS, ZOSTAVAX, and KEYTRUDA; earlier, he was Professor of Biology at MIT, a Member of the Whitehead Institute, and an HHMI Investigator; he holds a B.A. in Chemistry from Cornell and a Ph.D. in Biochemistry from Stanford, and is a member of the National Academy of Sciences, National Academy of Medicine, and National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Research Laboratories | President | 2003–2013 | Oversaw development of >20 medicines/vaccines incl. JANUVIA, GARDASIL, ISENTRESS, ZOSTAVAX, KEYTRUDA |
| MIT / Whitehead Institute / HHMI | Professor of Biology; Member; Investigator | Pre-2003 | Discoveries on protein-mediated viral membrane fusion; designed inhibitors of HIV-1 fusion; pioneered AIDS vaccine efforts |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Stanford University School of Medicine; Stanford ChEM-H | Virginia & D.K. Ludwig Professor of Biochemistry; Institute Scholar | Since 2014 | Academic leadership roles |
| Chan Zuckerberg Biohub | Lead Investigator, Infectious Disease Initiative | Current (as of 2024 proxy) | External scientific leadership |
| Howard Hughes Medical Institute | Medical Advisory Board Member | Current (as of 2024 proxy) | Governance/advisory role |
| NIH Vaccine Research Center | Scientific Advisory Board Member | Current (as of 2024 proxy) | Governance/advisory role |
| MIT Corporation | Biology Department Visiting Committee Member | Current (as of 2024 proxy) | Governance/advisory role |
| National Academies (NAS, NAM, NAE) | Member | Ongoing | Recognition of scientific credentials |
Board Governance
- Independence: The board determined Dr. Kim is not independent under Nasdaq/SEC rules due to his service and compensation as a strategic advisor to the Company within the past three years .
- Related-party arrangement: Entrada entered into an amended and restated strategic advisory agreement with Dr. Kim on October 20, 2021; the agreement continues unless terminated/extended and compensates him at the same level as an “outside director” under the non-employee director compensation policy .
- Committee assignments: Dr. Kim is not listed on the Audit (members: Parmar, Thistle [chair], Chapman), Compensation (members: Parmar [chair], Thistle, Zeiher), or Nominating & Corporate Governance (members: Parmar [chair], Chapman) committees .
- Attendance and engagement: In 2024, the full board met 7 times, and each incumbent director attended at least 75% of board and applicable committee meetings; directors are expected to attend the annual meeting (the 2024 annual meeting was held on June 13, 2024, with continuing directors present) .
- Tenure and class: Director since 2020; Class II term ends at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Peter S. Kim) | $40,000 | FY2024 director cash fees |
| Committee Cash Fees (Peter S. Kim) | $0 | No committee service disclosed |
Non-Employee Director Cash Retainers (current policy, amended June 2024):
| Position | Annual Retainer |
|---|---|
| Board Member | $40,000 |
| Board Chair (additional) | $30,000 |
| Audit Committee Member / Chair | $7,500 / $15,000 |
| Compensation Committee Member / Chair | $6,000 / $12,000 (increased June 2024) |
| Nominating & Corporate Governance Member / Chair | $4,500 / $9,000 (increased June 2024) |
Performance Compensation
| Component | Amount/Terms | Period/Notes |
|---|---|---|
| Option Awards (Peter S. Kim) | $176,202 (grant-date fair value) | FY2024 director option awards under ASC 718; accounting value does not reflect actual realizable value |
| Director Equity Policy – Initial Grant | Lesser of $500,000 Black-Scholes value or 32,000 options; vests monthly over 3 years | Granted upon initial election; subject to continued service |
| Director Equity Policy – Annual Grant | Lesser of $250,000 Black-Scholes value or 16,000 options; vests in full by earlier of 1 year or next annual meeting | Granted on annual meeting date; subject to continued service |
| Acceleration Provisions | Full acceleration upon sale of the company or upon death/disability | Applies to non-employee director awards |
| Annual Director Comp Cap | $750,000 per year; $1,200,000 in initial year | Aggregate of cash plus equity for non-employee directors |
Note: No performance metrics are disclosed for director pay; equity awards are time-based with standard vesting and change-in-control acceleration terms for directors .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None of the compensation committee members has served as an officer/employee of Entrada in the prior three years; no executive officer served on the board or compensation committee of an entity with executive officers serving on Entrada’s board/compensation committee .
Expertise & Qualifications
- Extensive R&D leadership: Former President, Merck Research Laboratories, with a track record of advancing major therapies (e.g., KEYTRUDA, GARDASIL, ISENTRESS, ZOSTAVAX, JANUVIA) .
- Scientific credentials: Distinguished academic appointments at Stanford; prior MIT/Whitehead/HHMI roles; memberships in NAS, NAM, and NAE .
- External governance/advisory roles: HHMI Medical Advisory Board, NIH VRC Scientific Advisory Board, MIT Biology Visiting Committee; leadership at Chan Zuckerberg Biohub (as of 2024 proxy) .
Equity Ownership
| Metric | Amount | As-of Date |
|---|---|---|
| Beneficial Ownership (Peter S. Kim) | 148,248 shares; less than 1% of outstanding (37,953,417 shares outstanding) | April 14, 2025 |
| Unexercised Stock Options | 43,918 shares underlying options (status not specified as exercisable/unexercisable) | December 31, 2024 |
| Unvested Restricted Stock (from early option exercise) | 885 shares | December 31, 2024 |
Additional alignment/policy notes:
- Hedging/derivative transactions are prohibited for directors under the insider trading policy; the policy addresses risks associated with pledging/margin but does not expressly state a blanket pledge prohibition in the excerpt provided .
Governance Assessment
- RED FLAG: Independence impairment and related-party exposure. The board has determined Dr. Kim is not independent due to a paid strategic advisory role; an amended and restated advisory agreement remains in effect and compensates him at the outside-director level, creating an ongoing related-party relationship overseen under the company’s related person transaction policy .
- Committee effectiveness: He holds no audit, compensation, or nominating committee assignments—consistent with independence rules, but it limits his direct role in oversight committees central to investor protections .
- Attendance and engagement: Board met seven times in 2024; each incumbent director met the ≥75% attendance threshold, indicating baseline engagement .
- Incentive alignment: Director compensation skews toward equity (2024 options fair value of $176,202 vs. $40,000 cash fees), with standard vesting and single-trigger acceleration upon a company sale for directors, which aligns near-term with stock performance but reduces retention linkage post-transaction .
- Ownership “skin-in-the-game”: Beneficial ownership is 148,248 shares (<1%); additional outstanding awards include 43,918 options and 885 unvested restricted shares, indicating some equity exposure but not a concentrated stake; no pledging disclosed in the proxy and hedging is prohibited by policy .
- Compensation governance context: The compensation committee uses an independent consultant (Pay Governance) and asserts no conflicts; as an EGC, the company does not conduct say-on-pay votes, which reduces an avenue for direct shareholder feedback on pay .