Adora Ndu

About Adora Ndu

Adora Ndu, age 44, has served on DBV Technologies’ Board since May 2021. She is currently Chief Regulatory Officer and Executive Vice President of Portfolio Strategy & Management at BridgeBio Pharma (since January 2022), previously held senior regulatory and strategy roles at BioMarin (2017–2021), and served at the U.S. FDA (2008–2016) most recently as a Division Director. She holds a Doctor of Pharmacy (Howard University) and a Juris Doctor (University of Maryland Francis King Carey School of Law), is an adjunct lecturer at Johns Hopkins University, and serves on the Board of Acadia Pharmaceuticals .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; not a chair (Audit Chair: Timothy E. Morris; Compensation Chair: Julie O’Neill; Nominating Chair: Michael J. Goller) .
• Independence: DBV states all directors other than the CEO are independent under Nasdaq rules; under French law, only the CEO, Michael J. Goller, and Maïlys Ferrère are non‑independent—thus Dr. Ndu is independent .
• Attendance and engagement: In 2024 the Board met 22 times; each director attended at least 94% of Board meetings and 100% of their committee meetings. All directors attended the May 16, 2024 AGM .
• Tenure on DBV Board: Since May 2021 .
• Governance context: Under French law, Board committees are advisory; decisions are taken by the full Board considering non‑binding committee recommendations . Executive sessions of independent directors are regularly scheduled .

Fixed Compensation

Director fee structure (policy-level) and amounts received.

• Policy structure (illustrative, per 2024 policy): €100,000 annual retainer for each non‑employee director; +€20,000 for Audit Chair; +€10,000 for Comp Chair; +€10,000 for Nominating Chair; +€5,000 per committee membership .

Notes:

• DBV discloses the per‑role fee framework in Annex B to its 2024 proxy (policy for 2024) .
• Ms. Ndu received only cash fees in 2022–2024; no equity awards were granted to non‑employee directors in those years .

Performance Compensation

• Equity grants to non‑employee directors (recent years): None disclosed for 2022–2024; warrant awards column shows $0 for all non‑employee directors including Dr. Ndu .
• Historical equity exposure (2021): Ms. Ndu purchased 6,837 “non‑employee warrants” in June 2021 at a subscription price of $7.12 per share with a $13.09 exercise price (prices reflect EUR→USD conversion at time of purchase). These were acquired for cash at ≥ fair market value; no tax gross‑ups .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep regulatory affairs expertise across FDA, BioMarin, and BridgeBio; current CRO and EVP Portfolio Strategy & Management at BridgeBio .
• Advanced degrees: PharmD (Howard); JD (UMD Carey Law) .
• Audit Committee composition includes financial expert designation for the chair (Morris); Ms. Ndu is an independent member (financial expert role not assigned to her) .

Equity Ownership

Policy alignment:

• DBV’s Securities Trading Policy prohibits hedging by directors and employees .
• No pledging disclosures for Ms. Ndu identified; Board found directors (other than specified non‑independent under French law) independent under Nasdaq standards .

Governance Assessment

• Strengths:

  • Independent director with FDA and large‑cap biotech regulatory leadership—highly relevant to DBV’s regulatory pathway and risk oversight .
  • Active Audit Committee member; Audit Committee entirely independent; Board/committees met frequently with strong attendance (≥94% Board; 100% committees) .
  • Director pay is predominantly fixed cash; no equity grants in 2022–2024 reduce short‑term equity incentive conflicts; hedging prohibited by policy .

• Watch items / potential red flags:

  • Board‑level interlock with Acadia (Ndu and Soland both on Acadia’s board) creates potential information‑flow perceptions, though DBV disclosed no new related‑party agreements in 2023 and maintains independence determinations; continue monitoring for perceived conflicts .
  • DBV committees are advisory under French law; ultimate decisions rest with the full Board—investors should focus on full‑Board accountability and outcomes .
  • Share ownership by Ms. Ndu is modest (<1%); while typical for non‑employee directors, alignment depends on ongoing equity exposure; her historical 2021 warrant purchase offers some additional alignment but no recent equity grants (2022–2024) .

• Additional context:

  • All directors except the CEO are independent under Nasdaq; under French law specific non‑independent designations do not include Ms. Ndu .
  • 2025 AGM includes an item to increase the annual budget allocated to directors’ remuneration; investors may assess rationale and levels versus peers .

Director Compensation Details (Reference)

No equity awards to non‑employee directors in 2022–2024; 2021 featured at‑cost non‑employee warrant purchases by several directors, including Dr. Ndu (6,837 warrants) .

Related‑Party & Conflicts Check

• No new regulated (related‑party) agreements in 2023 per statutory auditors’ special report (Proposal No. 5 in 2024 proxy) .
• Independence affirmed by Board for all directors other than the CEO under Nasdaq; Ms. Ndu not among French‑law non‑independent designations .
• Company policy prohibits hedging by directors .

Summary Implications

• Ms. Ndu brings strong, directly relevant regulatory expertise and independent oversight on the Audit Committee, supporting investor confidence in regulatory strategy and risk controls .
• Compensation and ownership show limited variable/equity components in recent years; alignment relies on fixed fees and historic warrant exposure; investors may monitor any changes following the 2025 proposal to increase the director remuneration budget .
• The Acadia interlock (with Soland) is noteworthy for network effects; no DBV‑disclosed related transactions involve Ms. Ndu, but continued monitoring is prudent .