Mark Fishman
Beam TherapeuticsAbout Mark C. Fishman, M.D.
- Age 74; independent director at Beam Therapeutics since May 2018; currently Lead Independent Director. Background includes Professor in Harvard Department of Stem Cell and Regenerative Biology and Chief of Pathways Clinical Service at Massachusetts General Hospital; former founding President of Novartis Institutes for BioMedical Research (NIBR). Education: Yale College and Harvard Medical School; trained in medicine and cardiology at MGH .
- Board tenure: Class II director nominated for re-election in 2025 to serve through 2028; Lead Independent Director role established by the Board’s leadership structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Institutes for BioMedical Research (NIBR) | Founding President; member of Novartis AG Executive Committee | 2002–2016 | Led global R&D; chaired Board of Genomics Institute of the Novartis Research Foundation |
| Massachusetts General Hospital | Founding Director, Cardiovascular Research Center; Chief of Cardiology | Prior to NIBR | Clinical and research leadership in cardiology |
| Novartis International Pharmaceutical LTD | Board Director | During NIBR tenure | Corporate governance at Novartis entity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Dept. of Stem Cell & Regenerative Biology | Professor | Current | Academic leadership |
| Massachusetts General Hospital | Chief, Pathways Clinical Service | Current | Clinical oversight |
| Aditum Bio Fund | Co-Founding Partner; Chairman, Scientific & Medical Advisory Board | Since Feb 2019 | Life-sciences investment/advisory leadership |
| Several privately held biotech companies | Consultant/SAB member | Current | Advisory roles; non-public boards |
Board Governance
- Lead Independent Director; Beam has no Board Chair (CEO is a director), with Dr. Fishman guiding independent oversight and Board advice to management .
- Committee assignments (2024): Chair, Science & Technology Committee; Member, Nominating & Corporate Governance Committee; not on Audit or Compensation Committees .
- Independence: Board determined Dr. Fishman is independent under Nasdaq and Exchange Act rules .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings; non-employee directors held executive sessions at every regularly scheduled Board meeting; Nominating & Corporate Governance Committee met 4 times in 2024 .
- Clawback policy: Board-adopted clawback for incentive-based compensation in event of accounting restatement; administered by Compensation Committee .
- Insider trading policy: Prohibits hedging, short sales, derivatives, and pledging of company stock by directors and employees .
Fixed Compensation (Director)
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Cash fees earned | $99,960 | Paid under non-employee director policy |
| Annual retainer schedule (policy) | Board Member $45,000; Lead Independent Director $75,000; Committee member/chair fees as listed below | Policy schedule for 2024–2025: Audit Member $10,000/Audit Chair $20,000; Compensation Member $7,500/Chair $15,000; Nominating Member $5,000/Chair $10,000; Science & Technology Member $5,000/Chair $10,000 |
Performance Compensation (Director Equity)
| Award Type | Grant Policy | FY2024 Grant Value |
|---|---|---|
| Annual stock option (non-employee directors) | Granted at the annual meeting; vests fully by next annual meeting or 1-year anniversary | $385,241 grant-date fair value |
| Initial stock option (new directors) | ~$770,000 grant-date fair value; 1/3 vest at year 1, remainder monthly over two years | Not applicable in 2024 for Dr. Fishman |
No director-specific performance metrics (TSR, revenue, ESG) tied to director equity grants disclosed; director equity is time-based under the non-employee director policy .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Fishman .
- Past boards: Novartis International Pharmaceutical LTD; Chair of Genomics Institute of Novartis Research Foundation (non-U.S. entities) .
- Interlocks: None disclosed for Dr. Fishman; related-person affiliations noted for other directors (e.g., ARCH Venture Partners) but not for Dr. Fishman .
- Nominating & Corporate Governance Committee oversees conflicts and independence; formal related-person transaction policy administered by Audit Committee .
Expertise & Qualifications
- Clinical/scientific expertise: Genetics, regenerative medicine, cardiology; senior R&D leadership at Novartis; academic leadership at Harvard/MGH .
- Board role: Lead Independent Director; Science & Technology Committee Chair; governance and scientific oversight contributions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Key Details |
|---|---|---|---|
| Mark C. Fishman, M.D. | 311,048 | <1% (Beam table designation) | Includes options exercisable within 60 days: 294,041 |
| Shares Outstanding (record date) | 100,557,094 | — | Basis for percentage computation |
- Director option holdings (as of Dec 31, 2024): Options to purchase 317,155 shares (total, exercisable and unexercisable) .
- Hedging/pledging: Prohibited by company insider trading policy (alignment-positive) .
Governance Assessment
- Board effectiveness: Dr. Fishman’s Lead Independent Director role plus chairing Science & Technology and serving on Nominating & Corporate Governance strengthens independent oversight and scientific diligence; independence affirmed under Nasdaq/Exchange Act .
- Engagement: Board/committee cadence with 4 Board meetings and reported ≥75% attendance; executive sessions at every regular Board meeting enhance independent dialogue .
- Compensation alignment: Director compensation mix is cash plus time-based options under a transparent policy and annual caps; no hedging/pledging permitted; presence of company-wide clawback supports accountability .
- Potential conflicts and related-party exposure: Dr. Fishman was a party to an Investor Rights Agreement in 2024 that terminated in Feb 2025; formal related-person policy and committee oversight in place; no director-specific related-party transactions disclosed for Dr. Fishman in 2024 .
- Shareholder signals: 2024 say‑on‑pay approval ~98% indicates broad support for compensation practices; advisory vote continues in 2025 .
RED FLAGS
- None disclosed specific to Dr. Fishman in 2024; hedging/pledging is prohibited; no tax gross‑ups; no director‑specific related‑party transactions reported. Historical Investor Rights Agreement involving Dr. Fishman existed but terminated in Feb 2025 (monitor ongoing independence and any future transactions with entities tied to his external roles) .
Notes
- Committee meeting counts (2024): Audit (4), Compensation (4), Nominating & Corporate Governance (4); Science & Technology committee charter exists, but meeting count not disclosed in proxy .
- Annual meeting format and director elections for 2025 noted (Dr. Fishman as Class II nominee) .