Donald Nicholson
About Donald Nicholson
Donald Nicholson, Ph.D., is an independent director of Generation Bio (GBIO) who has served on the board since December 2017. He earned a B.S. with honors and a Ph.D. in biochemistry from the University of Western Ontario and completed a Medical Research Council postdoctoral fellowship at the University of Munich; he previously spent 25 years at Merck in leadership roles and served as executive officer of Nimbus Therapeutics from August 2014 to October 2018 . The board determined in April 2025 that all directors other than the CEO are independent under Nasdaq rules, which includes Dr. Nicholson; board and committee attendance for all directors met or exceeded the 75% threshold in 2024 . Age: 67 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nimbus Therapeutics | Executive officer | Aug 2014 – Oct 2018 | Executive leadership in biotech strategy and operations |
| Merck & Co., Inc. | Various leadership, strategic and operational roles | ~25 years | Large-cap pharma experience and operating discipline |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Disc Medicine, Inc. (f/k/a Gemini Therapeutics) | Public | Director | Since Apr 2019 | Not disclosed |
| Kymera Therapeutics, Inc. | Public | Director (former) | Nov 2017 – Nov 2022 | Not disclosed |
| Jnana Therapeutics Inc. | Private | Director | Since Feb 2019 | Not disclosed |
| NodThera Inc. | Private | Director | Since Apr 2019 | Not disclosed |
| Muna Therapeutics | Private | Director | Since Sep 2021 | Not disclosed |
| Matchpoint Therapeutics, Inc. | Private | Director | Since Nov 2022 | Not disclosed |
Board Governance
- Committee assignments (2024): Talent Committee (member); not on Audit or Nominating & Governance. Talent Committee met 4 times in 2024; Audit 5; Nominating & Governance 2 . Independence: Board determined all non-employee directors (including Nicholson) are independent under Nasdaq rules (April 2025) .
- Attendance: In 2024, each director, including committee service, attended at least 75% of aggregate meetings; full board met 5 times .
- Talent Committee interlocks: During 2024, Talent Committee members (including Nicholson) were not officers/employees of GBIO; no compensation committee interlocks disclosed; no member (or immediate family) had a direct/indirect material interest in a company transaction >$120,000, except as otherwise disclosed under “Transactions with Related Persons” .
- Oversight scope: Audit Committee reviews related person transactions, among other responsibilities .
Fixed Compensation
| 2024 Non‑Employee Director Compensation | Fees Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Donald Nicholson, Ph.D. | 47,500 | 166,476 | 213,976 |
| Director & Committee Fee Schedule (effective 2024) | Member Annual Fee ($) | Chair Annual Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 30,000 |
| Audit Committee | 7,500 | 7,500 |
| Talent Committee | 7,500 | 7,500 |
| Nominating & Corporate Governance | 4,000 | 4,000 |
Mix signal: In 2024, Nicholson’s equity award value materially exceeded cash retainer (166,476 vs. 47,500), indicating an equity-heavy pay mix that aligns director incentives with shareholder value .
Performance Compensation
| Director Equity Program Terms (amended March 2024; effective April 1, 2024) | Detail |
|---|---|
| Initial equity grant | Stock option for 60,000 shares at first election; vests 1/36 monthly over 3 years; 10‑year term; strike = FMV on grant date |
| Annual equity grant | Stock option for 30,000 shares on each annual meeting date (if ≥6 months of service); 100% vests on earlier of 1‑year anniversary or next annual meeting; 10‑year term; strike = FMV |
| Nicholson Equity Position (as of 12/31/2024) | Amount (shares) |
|---|---|
| Options outstanding (aggregate) | 171,200 |
Committee context: The Talent Committee (serves as Compensation Committee) is independent and engages independent compensation advisors; it affirmed CD&A inclusion and governance controls in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Disc Medicine (current), Kymera Therapeutics (former) |
| Compensation interlocks | None disclosed for GBIO’s Talent Committee in 2024; no material related-person interests >$120,000 for members, except as otherwise disclosed |
| Related-party transaction policy | Transactions reviewed/approved per policy; Audit Committee oversees related person transactions |
Expertise & Qualifications
- Scientific and operating depth: 25 years at Merck in leadership roles; executive officer at Nimbus Therapeutics .
- Academic credentials: B.S. (honors) and Ph.D. in biochemistry (University of Western Ontario); MRC postdoctoral fellow (University of Munich) .
- Board skills: Experience across multiple clinical-stage biopharma boards (public and private) supports Talent Committee service and compensation oversight .
Equity Ownership
| Beneficial Ownership (Record Date; 67,013,359 shares outstanding) | Shares | % Outstanding |
|---|---|---|
| Donald Nicholson, Ph.D. – Total | 384,776 | <1% |
| — Held directly | 213,576 | n/a |
| — Options exercisable within 60 days | 171,200 | n/a |
- Anti‑hedging/pledging policy: Insider Trading Policy prohibits hedging (short sales, options, swaps, collars) and generally prohibits purchasing on margin, borrowing against, or pledging GBIO securities; preclearance required for certain transactions .
- Ownership guidelines: Not disclosed for directors in the 2025 proxy (no guideline details provided) .
Governance Assessment
- Positives:
- Independent director with strong life sciences operating and scientific background; current service on Talent Committee (compensation oversight) .
- Attendance at or above required levels; board and committee engagement evident (≥75% in 2024) .
- Equity-heavy director pay structure and option-only annual grants align director economics with shareholder outcomes; strike set at FMV; 10‑year term; time-based vesting .
- No compensation committee interlocks; no material related-person transactions for Talent Committee members (including Nicholson) in 2024; related-party transactions overseen by Audit Committee .
- Anti‑hedging and anti‑pledging policy strengthens alignment and mitigates governance risk .
- Monitoring items:
- Multiple external directorships (public and private) are common in biotech but warrant continued monitoring for time commitments and potential conflicts; no conflicts disclosed in the proxy .
- Director ownership guidelines not disclosed; equity alignment is instead driven by option program design .
Summary signal: Nicholson’s independence, committee role in compensation oversight, attendance, and equity-aligned pay structure support investor confidence, with no red flags disclosed on interlocks, related-party transactions, hedging/pledging, or attendance .