Nancy Miller-Rich
About Nancy Miller-Rich
Independent director of 4D Molecular Therapeutics (FDMT) since November 2020; age 66 as of April 29, 2025. Former Senior Vice President at Merck & Co. (Global Human Health BD&L, Strategy & Commercial Support, 2013–2017) and Group VP at Schering‑Plough (Consumer Care Global New Ventures, 2007–2013). B.S. in Business Administration (Marketing), Ithaca College, 1981. Her board service and biopharma BD&L background align with FDMT’s Science & Technology and Compensation oversight needs.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Senior Vice President, Global Human Health BD&L, Strategy & Commercial Support | Nov 2013 – Sep 2017 | Led BD&L and strategy supporting commercial execution |
| Schering-Plough Corporation | Group Vice President, Consumer Care Global New Ventures & Strategic Commercial Development | Jan 2007 – Nov 2013 | Commercial strategy and new ventures leadership |
| Sandoz Pharmaceuticals | Commercial and marketing roles | Pre‑1990 | Early commercial experience (specific committees not disclosed) |
| Sterling Drug, Inc. | Commercial and marketing roles | Pre‑1990 | Early commercial experience (specific committees not disclosed) |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Intercept Pharmaceuticals, Inc. | Director | Since Apr 2018 | Public |
| Aldeyra Therapeutics, Inc. | Director | Since Jan 2020 | Public |
| Kadmon Holdings, Inc. | Director | Oct 2020 – Nov 2021 | Public (tenure ended) |
| Attralus, Inc. | Director | Since Jul 2020 | Private |
| BioTheryX | Director | Aug 2021 – Apr 2023 | Private (tenure ended) |
Board Governance
- Board independence: FDMT’s Board determined all directors except the CEO are independent under Nasdaq rules; Miller‑Rich is independent. Independent directors meet in regularly scheduled executive sessions.
- Committees: Member, Compensation Committee (chair: Susannah Gray); Member, Science & Technology Committee (chair: Charles Theuer). Not a chair.
- Nominating & Corporate Governance Committee: composition chaired by Shawn Tomasello; Miller‑Rich is not listed as a member.
- Attendance: In 2024, Board met 7x; Audit 5x; Nominating & Corporate Governance 3x; Compensation 8x; Science & Technology 2x. Each director attended at least 75% of Board and committee meetings on which they served. Five directors attended the 2024 annual meeting.
- Leadership: Executive Chairman (John F. Milligan) presides over Board and executive sessions; structure reviewed periodically.
Fixed Compensation
- FDMT 2024 Director Compensation Program (cash):
- Annual cash retainer: $40,000 per non‑employee director.
- Committee fees (annual): Audit chair $20,000; Audit member $10,000; Compensation chair $15,000; Compensation member $7,500; Nominating chair $10,000; Nominating member $5,000; Science & Technology chair $10,000; Science & Technology member $5,000.
- Miller‑Rich cash fees earned:
| Year | Annual Retainer ($) | Committee Fees ($) | Total Cash Fees ($) |
|---|---|---|---|
| 2024 | 40,000 | 7,500 (Comp member) + 5,000 (S&T member) | 52,500 |
| 2023 | 40,000 | 7,500 (Comp member) + 5,000 (S&T member) | 52,500 |
Performance Compensation
- Annual equity: Option to purchase 22,500 shares granted automatically on the date of the annual stockholder meeting to non‑employee directors (Executive Chairman receives a higher amount). Exercise price equals fair market value on grant date.
- Vesting schedule: 33.3% vests on first anniversary of grant; remaining vests 1/36 monthly thereafter; full acceleration upon change‑in‑control while serving.
- Miller‑Rich option awards (grant date fair value):
| Year | Option Awards ($) | Total Compensation ($) |
|---|---|---|
| 2024 | 417,236 | 469,736 |
| 2023 | 287,624 | 340,124 |
- Performance metrics: No director‑level performance metrics (e.g., TSR, EBITDA) tied to compensation are disclosed; awards are service‑time based options.
Other Directorships & Interlocks
- Compensation Committee interlocks: None of the Compensation Committee members (including Miller‑Rich) were FDMT officers or employees; no reciprocal interlocks with FDMT executives reported.
- Related‑party transactions: No transactions disclosed involving Miller‑Rich. The proxy discloses other related‑party items (e.g., Reignite agreement connected to CEO), but none implicate Miller‑Rich.
- Potential interlocks with competitors/suppliers/customers: Not disclosed; no identified conflicts from Miller‑Rich’s other boards in FDMT filings.
Expertise & Qualifications
- Extensive BD&L and commercial strategy leadership across big pharma and consumer health; brings transaction, licensing, and commercialization perspective to Compensation and Science & Technology oversight.
- Public company governance experience across multiple biopharmaceutical boards (Intercept, Aldeyra; prior Kadmon).
Equity Ownership
- Beneficial ownership (including options exercisable within 60 days):
| As of | Outstanding Shares Owned | Options Exercisable Within 60 Days | Total Beneficially Owned | % of Shares Outstanding |
|---|---|---|---|---|
| Apr 21, 2025 | — | 112,500 | 112,500 | <1% |
| Apr 3, 2024 | — | 90,000 | 90,000 | <1% |
- Option awards outstanding (aggregate, exercisable + unexercisable) at 12/31/2024: 135,000.
- Hedging/pledging: Hedging in company equity is prohibited for directors under Insider Trading Compliance Policy; pledging not disclosed.
Governance Assessment
- Independence and committee alignment: Miller‑Rich is independent and sits on Compensation and Science & Technology—committees aligned with her BD&L/commercial expertise; she is not a chair, reducing concentration of power.
- Engagement: Board and committee cadence is robust; all directors met the ≥75% attendance threshold; Miller‑Rich’s cash fee mix matches active service on two committees.
- Pay structure: Director pay is modest in cash with substantial equity via options vesting over time; change‑in‑control acceleration exists but is standard across directors; no performance‑linked metrics disclosed for directors.
- Ownership alignment: Beneficial ownership via exercisable options (<1%) indicates some alignment; no hedging permitted; no pledging disclosed.
- Conflicts/RED FLAGS: No related‑party transactions or interlocks involving Miller‑Rich disclosed; no Section 16 issues noted for her; no director compensation anomalies or option repricings disclosed.
Overall signal: Independent status, relevant committee assignments, clean related‑party profile, and consistent engagement support board effectiveness; equity via options creates alignment, though the absence of explicit director performance metrics is typical but offers limited pay‑for‑performance signaling for directors.