Michael Nohaile
Fulgent GeneticsAbout Michael Nohaile, Ph.D.
Independent director (age 56 as of March 25, 2025), appointed to FLGT’s board in August 2022. CEO and director of Prellis Biologics; prior senior roles include SVP, Strategy/Commercialization/Innovation at Amgen (Executive Committee), Global Head of Molecular Diagnostics at Novartis, Operating Partner at Flagship Pioneering, and Partner at McKinsey. Education: Ph.D. in Molecular & Cell Biology (UC Berkeley), postdoc MIT; undergrad degrees in Chemistry and Life Sciences (MIT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | SVP, Strategy, Commercialization & Innovation; Executive Committee member; led portfolio mgmt., data/digital/AI | Dec 2012–Feb 2021 | Oversaw $4B R&D portfolio; commercialization process; data/AI initiatives |
| Novartis AG | Global Head, Molecular Diagnostics | Dec 2008–Nov 2012 | Led diagnostics globally |
| Flagship Pioneering | Operating Partner | Feb–May 2021 | Operating partner in life sciences VC |
| Generate Biomedicines | Chief Scientific Officer | May 2021–Jul 2022 | ML-powered biomedicine platform leadership |
| McKinsey & Company | Partner | Earlier career | Focused on healthcare; diagnostics/devices/pharma |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Prellis Biologics | Chief Executive Officer; Board member | Private | Current | Therapeutics discovery leveraging human immune system |
No other public company directorships disclosed in past five years .
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Committee assignments: Audit (member), Compensation (member), Nominating & Governance (Chair) .
- Attendance: Board met 5 times in FY2024; committees met 17 times; no director attended <75% of meetings; all directors attended 2024 annual meeting .
- Leadership structure: CEO is Chair; no lead independent director; all committees comprised solely of independent directors .
- Risk oversight: Audit oversees related party/conflicts and cybersecurity; Compensation oversees comp risk; Nominating oversees board composition and independence and sustainability oversight via Working Group, with quarterly briefings .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Board cash retainer | 70,000 | Standard annual cash retainer |
| Audit committee member fee | 7,500 | Annual retainer |
| Compensation committee member fee | 5,000 | Annual retainer |
| Nominating committee chair fee | 6,000 | Annual retainer |
| Total cash fees | 88,500 | Sum of above; matches director comp table |
| Annual director equity grant (RSUs) | 180,000 | Fair value on grant date (May 16, 2024) |
| Shares granted (RSUs) | 8,000 | Granted May 16, 2024 |
| Options granted in 2024 | — | None in 2024 |
Vesting terms for director awards: 1/4 vest at 12 months; 1/16 quarterly thereafter, subject to continued service .
Outstanding director equity awards as of 12/31/2024 (legacy grants):
- Stock options: 10,000 @ $59.54 (8/1/2022); 3,380 @ $35.58 (5/18/2023) .
- RSUs: 4,000 (8/1/2022); 2,529 (5/18/2023); 8,000 (5/16/2024) .
Performance Compensation
| Element | Terms | Metrics | Vesting/Scale |
|---|---|---|---|
| Director equity (time-based RSUs) | Annual grant election: RSUs (or options) | None | Time-based per director program |
| Change-in-control (2016 Plan) | Options/SARs automatically vest; other awards lapse restrictions; performance goals deemed achieved at target unless awards are assumed/replaced | N/A | Single-trigger acceleration at target for performance awards, per plan unless award agreement specifies otherwise |
Note: Non-employee directors do not have performance-based cash/RSU metrics; annual director equity is time-based via the non-employee director program .
Other Directorships & Interlocks
| Company | Type | Relationship to FLGT | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed for Nohaile |
Nominating guidelines cap at ≤3 public company directorships (≤2 for full-time executives), and committee reviews conflicts as part of nominations .
Expertise & Qualifications
- Deep pharma/biotech, diagnostics, commercialization, portfolio management, data/digital/AI expertise from Amgen and Novartis .
- Advanced scientific training: Ph.D. UC Berkeley; MIT postdoc; MIT undergrad in Chemistry and Life Sciences .
- Strategy and operating experience (Flagship, McKinsey), aligned with FLGT’s precision diagnostics and pharma initiatives .
Equity Ownership
| Ownership (as of Mar 20, 2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 14,579 | <1% | Less than 1% |
| Of which: options exercisable or within 60 days | 8,565 | — | Director stock options |
| Of which: shares held of record | 3,606 | — | Common shares |
| Of which: RSUs vesting within 60 days | 2,408 | — | RSUs |
Insider Trading Policy permits hedging and pledging with compliance officer consent; policy applies to directors and officers, though no pledging by Nohaile is disclosed .
Governance Assessment
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Strengths:
- Independent director with substantial biopharma, diagnostics, and AI/data credentials; chairs Nominating & Governance and serves on Audit and Compensation—enhancing board effectiveness across governance, risk, and pay oversight .
- Strong attendance and engagement (no director <75%; all attended 2024 annual meeting) .
- Standard, reasonable director pay structure with mix of cash retainer and annual equity; ability to choose RSUs or options; vesting promotes longer-term alignment .
- Formal related-party transaction policy requiring Audit Committee pre-approval ≥$120,000; Audit oversees conflicts .
- Ongoing shareholder engagement program (2024 outreach covered 37% of share capital; engaged with 51% of top 15 investors) ; say‑on‑pay historically approved each year .
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Risks/RED FLAGS:
- No lead independent director while CEO serves as Chair; independence mitigated by fully independent committees meeting without management, but governance optics may concern some investors .
- Equity plan change-in-control terms provide single‑trigger acceleration and deem performance at target for outstanding awards unless assumed—potentially investor-unfriendly (less performance-contingent) .
- Company policy permits hedging/pledging of stock with consent; while not attributed to Nohaile, significant pledging by CEO exists (board-level alignment risk that Audit must monitor) .
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Overall view: Nohaile appears active and independent with relevant sector/operator expertise; committee leadership (Nominating chair) and membership breadth (Audit, Compensation) suggest high engagement. Key governance sensitivities lie in the board’s leadership structure and equity acceleration provisions; sustained shareholder engagement and fully independent committees provide partial counterweights .
Appendix: Director Compensation Program Summary (for context)
| Fee Type | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 70,000 | All non-employee directors |
| Audit Chair / Member | 15,000 / 7,500 | Annual retainer |
| Compensation Chair / Member | 10,000 / 5,000 | Annual retainer |
| Nominating Chair / Member | 6,000 / 3,000 | Annual retainer |
| Annual equity (continuing directors) | 180,000 | RSUs or options, director’s election |
| Initial equity (new directors) | 400,000 | RSUs or options, director’s election |
Director’s 2024 comp: Cash $88,500; RSUs $180,000; Total $268,500 . Equity vesting: 1/4 at 12 months; 1/16 quarterly thereafter .