Neelufar Mozaffarian
FATE THERAPEUTICSAbout Neelufar Mozaffarian
Neelufar Mozaffarian, M.D., Ph.D., FACR, age 57, has served as an independent director of Fate Therapeutics since July 2024; she is currently designated to Class II of the Board following the 2025 Annual Meeting slate and serves on the Nominating & Corporate Governance Committee and the Science & Technology Committee . She is Chief Medical Officer of Ouro Medicines, Inc. (private) since November 2024; her background spans CMO roles and senior R&D leadership across autoimmune disease areas with prior tenures at Atomwise, GentiBio, Janssen (J&J) and Ichnos Sciences, and she holds an M.D., Ph.D., and M.S. from Albert Einstein College of Medicine with residency/fellowship at the University of Washington . The Board determined she is independent under Nasdaq and SEC rules and qualified based on extensive R&D leadership across phases of drug development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ouro Medicines, Inc. (private) | Chief Medical Officer | Nov 2024 – Present | Leads Clinical Development, Clinical Operations, Regulatory & Quality; progressing immunology assets to Phase 1+ |
| Atomwise Inc. | Chief Medical Officer | Sep 2023 – Nov 2024 | Responsible for clinical development of AI/ML-driven assets |
| GentiBio, Inc. | Chief Medical Officer | May 2022 – Mar 2023 | Autologous/allogenic Treg cell-based therapies; immune homeostasis |
| Janssen Pharmaceuticals / Johnson & Johnson | Vice President, Autoantibody Pathway Area | Apr 2021 – May 2022 | Led autoantibody pathway; R&D leadership |
| Ichnos Sciences Inc. | Senior Vice President | May 2019 – Apr 2021 | Senior R&D leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ouro Medicines, Inc. | Chief Medical Officer | Private company | Clinical/R&D leadership; potential industry adjacency in immunology |
| Atomwise Inc. | Former Chief Medical Officer | Private company | AI/ML-driven drug development; prior role ended Nov 2024 |
| GentiBio, Inc. | Former Chief Medical Officer | Private company | Treg therapeutics; tenure concluded Mar 2023 |
| Public company directorships | — | — | None disclosed for Dr. Mozaffarian |
Board Governance
| Item | Detail |
|---|---|
| Board class | Class II (with Drs. Rastetter, Xu, and Mr. Lee after 2025 meeting) |
| Committee memberships | Nominating & Corporate Governance (member; appointed July 2024); Science & Technology Committee (member) |
| Committee chairs | Nominating & Corporate Governance chaired by Dr. Epstein; S&T chaired by Dr. Agarwal |
| Independence | Board determined all directors except CEO are independent; committees composed entirely of independents |
| Board meetings (2024) | Nine meetings; each director then in office attended at least 75% of Board and committee meetings |
| Nominating & Corporate Governance meetings (2024) | Two meetings |
| Compensation Committee meetings (2024) | Eight meetings |
| Executive sessions (independent directors) | Five sessions in 2024 without management |
| Annual meeting attendance (2024) | Eight directors attended (individual attendance not specified) |
| Board leadership | Separate Chair and CEO; independent outside Chair; governance structure emphasizes independent oversight |
Fixed Compensation
| Component | 2024 Actual for Dr. Mozaffarian | Policy in Effect Through Jan 15, 2025 | Amended Policy Effective Jan 16, 2025 |
|---|---|---|---|
| Board cash retainer | $21,620 (prorated from July 29, 2024 appointment) | $40,000 annual retainer; Chair add’l $35,000 | $40,000 annual retainer; Chair add’l $35,000 |
| Committee cash retainers | Included in fees earned (specific split not disclosed) | Nominating: $10,000 Chair / $5,000 member; S&T: $12,000 Chair / $6,000 member; Audit: $15,000 Chair / $7,500 member; Comp: $12,000 Chair / $6,000 member | Nominating: $10,000 Chair / $5,000 member; S&T: $12,000 Chair / $6,000 member; Audit: $20,000 Chair / $10,000 member; Comp: $15,000 Chair / $7,500 member |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | — | — |
| Annual director comp cap | $1,500,000 in first calendar year; $1,000,000 thereafter | — | Same caps, reiterated |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting | Exercise Price | Change-of-Control Treatment |
|---|---|---|---|---|---|---|
| Initial non-employee director stock option | Jul 29, 2024 | 80,000 | $336,775 | Equal monthly installments over 3 years, subject to continued service | Fair market value on grant date | Equity retainer awards become 100% vested/exercisable upon a Sale Event under the policy/2022 Plan |
| Annual director stock option (eligibility) | Annual meeting each year | 40,000 (policy through Jan 15, 2025) | Not disclosed | Vests in full upon earlier of 1 year or next annual meeting | Fair market value on grant date | 100% vesting at Sale Event |
| Annual director stock option (amended) | Annual meeting each year | 55,000 (effective Jan 16, 2025) | Not disclosed | Vests in full upon earlier of 1 year or next annual meeting | Fair market value on grant date | 100% vesting at Sale Event |
- No RSUs/PSUs or performance-metric-based director awards are disclosed; director equity is time-based stock options under the non-employee director policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Mozaffarian |
| Private/academic/non-profit boards | Not disclosed for Dr. Mozaffarian in the proxy |
| Interlocks/conflicts | Board considered relationships (including associations with >5% holders) in independence determinations; Dr. Mozaffarian deemed independent; no family relationships among directors/executives |
Expertise & Qualifications
- Extensive industry experience leading R&D across autoimmune disease areas and all phases of drug development; Board cites this as qualification for service .
- Academic credentials include Ph.D. (microbiology & immunology), M.D., M.S. (Albert Einstein College of Medicine), Internal Medicine residency and Rheumatology research fellowship (University of Washington) .
Equity Ownership
| Holder | Shares Owned (Common) | Options/RSUs Exercisable/Vesting Within 60 Days | Total Beneficial Ownership | % of Common |
|---|---|---|---|---|
| Neelufar Mozaffarian, M.D., Ph.D., FACR | — | 22,220 | 22,220 | <1% |
- As of March 31, 2025; address c/o Fate Therapeutics; less than 1% beneficial ownership .
Governance Assessment
- Independence and committee engagement: Independent director; active on Nominating & Corporate Governance (two meetings in 2024) and Science & Technology committees, supporting board refresh, director selection criteria, and R&D oversight .
- Attendance and board process: Board met nine times in 2024; all directors then in office attended at least 75% of meetings; independent directors held five executive sessions, indicating strong independent oversight culture .
- Compensation alignment: 2024 compensation is predominantly at-risk equity via time-based options (initial 80,000 options; $336,775 fair value) and modest prorated cash fees ($21,620), consistent with market norms for early-tenure biotech directors; no performance-based RSUs/PSUs or bonus constructs disclosed for directors .
- Change-of-control terms: Director equity retainer awards accelerate to 100% vesting upon a Sale Event, a standard but noteworthy provision for transaction readiness; caps on annual director compensation mitigate pay inflation risk .
- Potential conflicts/related-party exposure: No related-party transactions or family relationships disclosed; independence determinations explicitly considered associations with >5% holders; Dr. Mozaffarian’s concurrent CMO role at a private immunology company (Ouro Medicines) is disclosed but no conflict is indicated in the proxy .
Red Flags:
- None disclosed specific to Dr. Mozaffarian (no low attendance, no pledging/hedging, no related-party transactions, no director-specific controversies reported in the proxy) .
Signals for investors:
- Skillset aligns with Fate’s scientific agenda (autoimmune, clinical strategy), enhancing S&T oversight; independence and committee mix support governance quality; equity-heavy director comp aligns incentives, though acceleration on Sale Event should be weighed in M&A contexts .