Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2021, Todd Brady and Michael Martin, Ph.D., resigned from the
Board of Directors (the "Board") of Avidity Biosciences, Inc. (the "Company").
Mr. Brady and Dr. Martin advised the Company that their decisions to resign were
not the result of any disagreement with the Company or its management on any
matter relating to the Company's operations, policies or practices.
Additionally, on January 11, 2021, upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, and pursuant to the amended and
restated bylaws of the Company, the Board appointed Tamar Thompson and Jean Kim
to fill the vacancies created by such resignations. Ms. Thompson will serve as a
Class II director, with an initial term expiring at the Company's 2022 annual
meeting of stockholders, and Ms. Kim will serve as a Class III director, with an
initial term expiring at the Company's 2023 annual meeting of stockholders. In
addition, in connection with such Board appointments, effective as of
January 11, 2021, the Audit Committee of the Board is composed of Carsten Boess,
Noreen Henig, M.D. and Ms. Kim, the Compensation Committee of the Board is
composed of Edward Kaye, M.D. and Ms. Thompson and the Nominating and Corporate
Governance Committee of the Board is composed of Dr. Henig, Dr. Kaye and
Roderick Wong, M.D.
Ms. Thompson is a distinguished health policy strategist, government affairs
leader and market access executive with a diverse background across multiple
healthcare sectors and therapeutic categories including rare disease,
immunology, oncology and cardiovascular disease. She has more than twenty years
of leadership experience in health care, including a focus on developing
strategic and tactical recommendations to ensure optimal reimbursement and
market access for rare disease products. Since November 2019, Ms. Thompson has
served as the Vice President, US Government Affairs and Policy for Alexion
Pharmaceuticals, Inc. and as the Chair of the Board of Alexion's Charitable
Foundation. Prior to joining Alexion, Ms. Thompson served as head, federal
executive branch strategy and state government affairs for Bristol-Myers Squibb
Company from February 2015 to November 2019. She also served as a strategic
policy advisor and consultant for premiere Washington, DC based firms, including
ADVI, Kimbell and Associates and Avalere Health. Ms. Thompson holds a M.S. in
Health Sciences with a concentration in Public Health from Trident University.
Ms. Kim is a recognized healthcare investment partner with more than twenty
years of biotechnology experience and leadership on Wall Street. Ms. Kim served
as a Partner at Deerfield Management Company LP from August 2006 to July 2020
where she provided extensive research and analysis on individual companies
operating in the healthcare industry, with a particular focus on rare and orphan
diseases. In addition, Ms. Kim incubated and founded a new gene therapy
portfolio company at Deerfield Management with a novel incubator company
structure focused on rare orphan monogenic diseases. Prior to joining Deerfield,
she was a healthcare investment professional for six years with Merrill Lynch
Ventures and a Financial Analyst in Merrill Lynch's investment banking
department. Ms. Kim received her Bachelor of Arts in English Literature and a
Bachelor of Science in Biology from Stanford University. She also holds an MBA
from Harvard Business School and a Master of Science degree from the
Massachusetts Institute of Technology through the Biomedical Enterprise Program
and was a Fulbright Scholar. Ms. Kim currently serves on the Board of Directors
of Amplo Biotechnology, a gene therapy company.
Pursuant to the Company's non-employee director compensation program,
Ms. Thompson and Ms. Kim were each granted on the date of their appointment
options to purchase 30,000 shares of the Company's common stock, which vest in
substantially equal monthly installments over the three years following their
appointment to the Board. Ms. Thompson and Ms. Kim will receive cash
compensation for their service on the Board in accordance with the Company's
non-employee director compensation program, as such program may be amended from
time to time. Ms. Thompson and Ms. Kim have also entered into the Company's
standard form of Indemnification Agreement, the form of which was filed as
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q, filed with the SEC
on August 11, 2020.
There is no arrangement or understanding between Ms. Thompson or Ms. Kim and any
other person pursuant to which Ms. Thompson or Ms. Kim was appointed as a
director. Ms. Thompson and Ms. Kim are not a party to any transaction that would
require disclosure under Item 404(a) of Regulation S-K promulgated under the
Securities Act of 1933, as amended. The Board has determined that Ms. Thompson
and Ms. Kim are independent directors in accordance with the listing
requirements of the Nasdaq Global Market.
Additionally, Troy Wilson, Ph.D., J.D. has transitioned from Executive Chairman
of the Board to the role of non-executive Chairman of the Board, effective as of
January 1, 2021.
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