Maria C. Freire, PhD
About Maria C. Freire, PhD
Independent director at Alexandria Real Estate Equities (ARE) since 2012; age 70. Former President and Executive Director of the Foundation for the NIH (2012–2021); prior roles include President/CEO of the Global Alliance for TB Drug Development, President of the Lasker Foundation, and Director of the NIH Office of Technology Transfer. Education: BS from Universidad Peruana Cayetano Heredia (Peru) and PhD in Biophysics from the University of Virginia; post‑graduate work in Immunology and Virology at UVA and the University of Tennessee. Current public boards: Biogen (BIIB) and Exelixis (EXEL); memberships include the U.S. National Academy of Medicine and Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for the National Institutes of Health (FNIH) | President & Executive Director; Director | Nov 2012 – Sep 2021 | Led a Congressionally authorized independent org supporting NIH mission |
| Global Alliance for TB Drug Development | President & CEO | 2001 – 2008 | Led public‑private partnership developing affordable TB drugs |
| Albert and Mary Lasker Foundation | President; Director | Not disclosed | Advocated for medical research; Lasker Awards oversight |
| NIH Office of Technology Transfer | Director | 1995 – 2001 | Technology commercialization leadership |
| WHO Commission on Intellectual Property Rights, Innovation and Public Health | Commissioner | Not disclosed | Global IP and public health policy |
| FDA Science Board; Institute of Medicine Global Health Risk Framework Commission | Member | Not disclosed | Science and health policy advisory roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Biogen Inc. (NASDAQ: BIIB) | Director | Current | Biogen leases ~300,000 RSF from ARE; ~$13.3M annual rent as of 12/31/2024; Board found relationship immaterial to independence (<0.14% of Biogen FY2024 revenue; she had no role in lease negotiations) . |
| Exelixis, Inc. (NASDAQ: EXEL) | Director | Current | Life sciences company board service . |
| Koneksa Health Inc. | Director | Prior | Prior director role . |
| U.S. National Academy of Medicine | Member | Current | Professional recognition . |
| Council on Foreign Relations | Member | Current | Policy network membership . |
Board Governance
- Committee assignments: Chair, Life Science Committee; Member, Nominating & Governance Committee. Not on Audit or Compensation Committees .
- Committee activity: Life Science Committee met once in 2024; Nominating & Governance Committee met five times in 2024 .
- Independence: Board affirmed Dr. Freire’s independence under NYSE rules; Biogen tenant relationship deemed immaterial (see External Roles note above) .
- Attendance/engagement: Board held seven meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the May 14, 2024 annual meeting. Company reports 99% director attendance in 2024 and >200 investor/analyst meetings during outreach led by the Lead Director and management .
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 110,000 | Standard non‑employee director retainer . |
| Life Science Committee – Chair fee | 35,000 | Committee chair fee . |
| Nominating & Governance Committee – member fee | 20,000 | Committee member fee . |
| Total cash fees | 165,000 | Sum of components above . |
- 2024 total director compensation for Dr. Freire: $365,106 ($165,000 cash; $200,106 equity grant date fair value) .
- Independent consultant input: FTI Consulting provided peer data; Board set 2024 director pay terms referencing peer practices .
- Policy cap: Non‑employee director total compensation limit of $600,000 per calendar year (grant‑date fair value for equity) under the 1997 Incentive Plan .
Performance Compensation (Equity Awards)
| Element | Grant date | Grant value ($) | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock/phantom stock units (annual grant) | Jan 12, 2024 | 200,106 | Generally vests over 3 years | Fixed‑dollar equity grant equal to $200,000 divided by closing stock price; some directors defer into phantom units; Dr. Freire not listed among deferrers in 2024 . |
- Deferred Compensation Plan for Directors (DCPD): permits deferral of cash and equity into phantom stock units; phantom units vest on the same schedule as deferred awards and accelerate upon change‑of‑control, death/disability, removal/failure to be re‑elected without cause, or failure to be nominated without cause; distributions paid in ARE common stock .
Other Directorships & Interlocks
| Counterparty | Relationship to ARE | Exposure | Independence outcome |
|---|---|---|---|
| Biogen Inc. | Tenant leasing ~300,000 RSF in Greater Boston | ~$13.3M annual rental revenue to ARE as of 12/31/2024; <0.14% of Biogen FY2024 revenue | Board concluded non‑material; Dr. Freire had no role in lease negotiation; independence maintained . |
Expertise & Qualifications
- Domain expertise in life sciences, pharmaceutical R&D, and technology commercialization; leadership across NIH, FNIH, Lasker, and global health policy bodies .
- Recognitions: HHS Secretary’s Award for Distinguished Service, Arthur S. Flemming Award, Bayh‑Dole Award, Washington Business Journal “Women Who Mean Business” (2017), Gold Stevie “Woman of the Year” (2017), NonProfit PRO “Executive of the Year” (2019) .
Equity Ownership
| Category | Amount | As‑of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 7,453 | Mar 14, 2025 | <1% of outstanding shares . |
| Unvested restricted stock awards | 1,937 | Dec 31, 2024 | As reported for non‑employee directors; Dr. Freire held unvested RSAs; no unvested phantom units listed for her . |
| Ownership guidelines | 3x annual cash retainer for non‑employee directors | Current | All directors in compliance; phantom units count toward guideline for directors . |
| Hedging/pledging | Prohibited | Current | Company bans hedging and restricts pledging; policy applies to directors . |
Governance Assessment
- Strengths: Independent status affirmed despite Biogen tenant relationship; chairs the Life Science Committee, bringing deep scientific and commercialization expertise to ARE’s industry‑focused oversight; compliant with robust stock ownership requirements; no related‑party transactions disclosed involving Dr. Freire; boardwide attendance and investor engagement are strong .
- Pay alignment: Director pay structure is balanced (cash + time‑based equity), with a shareholder‑friendly cap and optional deferral into stock‑settled phantom units; 3‑year vesting supports long‑term alignment .
- Potential red flag (mitigated): Biogen interlock as tenant could present perceived conflict; Board quantified exposure (<0.14% of Biogen revenue), noted her non‑involvement in lease negotiations, and maintained independence, which reduces governance risk .
- Monitoring point: Life Science Committee met once in 2024; given ARE’s sector focus, continued visibility into committee cadence and outputs is relevant for board effectiveness tracking .