Elizabeth Nabel

About Elizabeth Nabel

Elizabeth Nabel, M.D., age 73 as of March 31, 2025, has served on Lyell Immunopharma’s board since April 2021, bringing experience as a physician, research scientist, and academic leader. She was President of Brigham Health (2010–Feb 2021) and Professor of Medicine at Harvard Medical School (2010–2021; now emeritus), and earlier served as Director of the NIH’s National Heart, Lung, and Blood Institute (1999–2009). She holds an M.D. from Weill Cornell Medical College, a B.A. in psychology from St. Olaf College, and completed internal medicine and cardiology training at Brigham and Women’s Hospital .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors other than the CEO (Dr. Seely) are independent under Nasdaq rules; Nabel is independent .
• Committee assignments and expertise:
  • Audit Committee member; designated “audit committee financial expert” .
  • Nominating & Corporate Governance Committee member .
• Meeting cadence and attendance:
  • Board met 8 times in FY2024; all current directors except Mr. Nelsen attended at least 75% of board and committee meetings (Nabel ≥75%) .
  • FY2024 committee meetings: Audit 4; Nominating & Corporate Governance 4 .
• Executive sessions: Independent directors meet in executive session; noted recusals for Klausner/Nelsen on specific technology; none noted for Nabel .

Fixed Compensation

Performance Compensation

• Performance metrics tied to director compensation: None disclosed for directors (director equity is time-based options; PSUs introduced for executives only in 2024) .

Other Directorships & Interlocks

Expertise & Qualifications

• Clinical and academic leadership: Former President, Brigham Health; Professor of Medicine at Harvard; NHLBI Director .
• Recognitions: Elected to American Academy of Arts & Sciences, National Academy of Medicine, Association of American Physicians, American Society of Clinical Investigation; Fellow of AAAS .
• Financial oversight: Audit Committee member and designated audit committee financial expert, evidencing financial literacy in GAAP and audit oversight .

Equity Ownership

Governance Assessment

• Strengths:

  • Independence affirmed; no related-party transactions disclosed involving Nabel since 2023 .
  • Audit Committee service with “financial expert” designation supports oversight quality .
  • Attendance at least 75% and active committee membership signal engagement .
  • Director equity is time-based with change-in-control vesting clarity; no director performance metrics manipulation risks disclosed .

• Watch items:

  • Multiple external public company directorships (Moderna, Medtronic, Accolade) present potential interlock considerations; management disclosed processes for related-party transaction approval and director recusal policies, and reported no related-party transactions .
  • Company-wide risk note: broader board dealt with recusals (not Nabel) on specific IP topics (Altos Labs overlap), highlighting active conflict management frameworks .

• Compensation alignment:

  • FY2024 director pay mix for Nabel is largely equity (stock options) with modest cash retainers, consistent with market alignment; specific amounts are disclosed (cash $63,867; option awards $205,355; total $269,202) .
  • Non-employee director compensation policy updated in April 2024 increased certain cash retainers, maintaining equity structure via options; no director RSUs/PSUs disclosed .

Insider Trades

Appendix: Director Compensation Detail (FY2024)

Policy Reference Points

Company Clawback and Trading Policies (Alignment)

• Clawback: Dodd-Frank-compliant incentive compensation clawback adopted in Sept 2023 (primarily executive-focused) .
• Prohibitions: Hedging, margin, pledging, short sales, and exchange-traded derivatives prohibited for directors .