Arlene Morris
About Arlene M. Morris
Arlene M. Morris, age 73, has served as an independent director of Viridian Therapeutics since January 2018. She is a veteran biopharma executive: CEO of Willow Advisors (since 2015), former CEO of Syndax Pharmaceuticals (2012–2015) and Affymax (2003–2011), with prior leadership roles at Clearview Projects, Coulter Pharmaceutical, Scios, and Johnson & Johnson; she holds a B.A. in Biology and Chemistry from Carlow University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Advisors, LLC | Chief Executive Officer | May 2015–present | Advises biotech on financing/BD |
| Syndax Pharmaceuticals, Inc. | Chief Executive Officer; Director | CEO Apr 2012–May 2015; Director 2011–2015 | Led oncology strategy and board oversight |
| Affymax, Inc. | President & CEO; Director | 2003–2011 | Grew biotech operations and governance |
| Clearview Projects; Coulter Pharmaceutical; Scios; Johnson & Johnson | Various management/executive positions | Prior to 2003 | Commercial, strategy, and operating leadership |
External Roles
| Company | Role | Public Ticker | Status |
|---|---|---|---|
| TC BioPharma (Holdings) plc | Chair of Board; Director | TCBP (Nasdaq) | Current |
| Palatin Technologies, Inc. | Director | PTN (NYSE) | Current |
| Cogent Biosciences, Inc. | Director | COGT (Nasdaq) | Current |
| Biodel Inc. | Director | — | Prior (until 2016 merger) |
| Dimension Therapeutics | Director | — | Prior (acquired by Ultragenyx in 2017) |
| Viveve Medical, Inc. | Director | — | Prior (May 2016–Feb 2023) |
| Charleston Animal Society | Director | — | Current (non-profit) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Morris is independent under Nasdaq rules |
| Board class/term | Class III director; current term expires at 2027 AGM |
| Committee memberships | Audit Committee (member); Nominating Committee (member); Compensation Committee (Chair) |
| 2024 meeting cadence | Board: 10 meetings; Audit: 4; Compensation: 4; Nominating: 2; Science: 5 (Morris not a member) |
| Attendance policy/outcomes | Each then-current director attended ≥75% of aggregate meetings in 2024 |
| Executive sessions | Independent directors meet in executive session at each regular Board meeting |
| Chair roles | Independent Chairman of the Board is Tomas Kiselak (separate from CEO) |
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | For Board service |
| Board chair retainer | $30,000; increased to $32,500 effective Jan 1, 2025 | Applies to Board chair, not Morris |
| Committee fees (member/chair) | Audit: $10,000/$20,000; Compensation: $7,500/$15,000; Nominating: $5,000/$10,000; Science: $7,500/$15,000 | Paid annually post-AGM |
| 2024 fees actually paid (Morris) | $69,713 | Cash fees earned/paid in 2024 |
Performance Compensation
| Equity Component | Grant Size/Terms | 2024 Values (Morris) | Vesting/Strike |
|---|---|---|---|
| Annual option grant at re-election | 21,000 options each year after AGM | Option awards grant-date fair value: $185,307 | Vests in full by next AGM; strike = FMV at grant |
| Initial option grant (new directors) | 42,000 options at appointment/election | N/A (Morris not newly appointed) | Vests in 36 equal monthly installments; strike = FMV at grant |
| Non-employee director comp limit | $500,000 cap per calendar year ($1,000,000 in first year) | Applies to cash+equity value | Plan limit under Amended 2016 Plan |
| Clawback applicability | Awards subject to company clawback policy | Company-wide clawback under Dodd-Frank/Nasdaq | Applies to awards; plan allows additional clawbacks |
Other Directorships & Interlocks
| Observation | Detail |
|---|---|
| Industry breadth | Concurrent roles at TCBP, PTN, and COGT provide broad biotech oversight experience |
| Interlocks/conflicts | Proxy discloses related-party transactions with Paragon and Zenas tied to Fairmount (5%+ holder, two board seats). Audit Committee (including Morris) reviews related-person transactions; transactions asserted to be arm’s-length . No Morris-specific related-party transactions disclosed. |
Expertise & Qualifications
- Extensive CEO and board experience across biopharma (Affymax, Syndax, Willow Advisors), with commercialization, strategy, and BD expertise .
- Qualifications cited by VRDN: relevant industry experience and strategic insight from service on publicly traded biotech boards .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 74,800 shares; less than 1% of outstanding |
| Options held (as of Dec 31, 2024) | 95,800 options to purchase common stock |
| Shares outstanding (record date context) | 81,589,427 (used for % calc; table shows <1%) |
| Hedging/pledging policy | Hedging prohibited; pledging requires pre-clearance; short sales/derivatives barred for directors |
| Section 16 compliance | Company states directors/officers filed timely in 2024 |
Governance Assessment
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Strengths
- Independence and active committee leadership: Morris chairs the Compensation Committee and serves on Audit and Nominating, indicating deep engagement with pay, risk, and board refresh processes .
- Robust governance infrastructure: Independent chair; regular executive sessions; formal related-person transactions policy overseen by Audit Committee .
- Ownership alignment: Ongoing annual director option grants and personal beneficial ownership, with anti-hedging restrictions to align interests with shareholders .
-
Watch items/RED FLAGS
- Say-on-pay scrutiny: 2024 say-on-pay approval was ~58%, second consecutive year <70%; while management/Comp Committee engaged and enhanced disclosures, investor sensitivity to compensation persists (Morris chairs the Compensation Committee) .
- Related-party exposure via major shareholder Fairmount across Paragon and Zenas agreements; while described as arm’s-length and committee-reviewed, continued vigilance is warranted on conflicts management .
-
Signals of engagement
- Compensation Committee process includes independent advisors (Radford, Compensia), multi-meeting cadence, and explicit authority/controls; suggests structured oversight under Morris’s chairing .