François Nader
ModernaAbout François Nader
François Nader, M.D., age 68, has served on Moderna’s Board since 2019 and is an independent director with deep biopharma operating and governance experience, including as former President, CEO and Executive Director of NPS Pharmaceuticals (2008–2015) and acting CEO of BenevolentAI (Sep 2023–Jan 2024) . He holds a French doctorate in Medicine (St. Joseph University, Lebanon) and a Physician Executive MBA (University of Tennessee), and brings commercial, clinical development, regulatory and board leadership credentials to Moderna . In 2024 he achieved 100% Board meeting attendance and currently chairs both the Compensation & Talent Committee and the Nominating & Corporate Governance Committee (NCG), assuming the NCG Chair role in January 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NPS Pharmaceuticals | President, CEO, Executive Director | 2008–2015 | Led transformation into leading rare disease biotech; delivered innovative therapies |
| BenevolentAI | Acting CEO | Sep 2023–Jan 2024 | Stabilized leadership during CEO search |
| Care Capital | Venture Partner | Prior to NPS (dates not specified) | Early-stage investing and portfolio support |
| Aventis Pharma (North America) | Executive roles; member of NA Leadership Team | Prior to Care Capital (dates not specified) | Medical/regulatory affairs; integrated healthcare markets |
| Pasteur Vaccines (Rhone-Poulenc) | Led global commercial operations | Prior roles (dates not specified) | Vaccine commercialization leadership |
| BioNJ (trade org) | Chairman (former) | Not specified | Industry advocacy; governance |
| Biotechnology Industry Organization | Board member (former) | Not specified | Industry policy engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acceleron Pharma Inc. | Chair | 2014–2021 | Public company directorship |
| Alexion Pharmaceuticals, Inc. | Director | 2017–2021 | Public company directorship |
| Prevail Therapeutics Inc. | Chair | 2018–2021 | Public company directorship |
| Talaris Therapeutics, Inc. | Chair | 2018–2023 | Public company directorship |
| BenevolentAI | Chair | 2021–2024 | Public company directorship |
| Blackstone Life Sciences | Senior Advisor | Current | Advisory role; see conflict monitoring below |
Board Governance
- Independence: The Board determined all current directors except the CEO are independent; Nader is independent under SEC/Nasdaq rules .
- Committee leadership: Chair, Compensation & Talent Committee (5 meetings in 2024); Chair, Nominating & Corporate Governance Committee (3 meetings in 2024; Chair role assumed Jan 2025) .
- Attendance: 100% attendance in 2024; full Board met 6 times; executive sessions held without management .
- Governance enhancements overseen: Majority voting, proxy access, special meeting rights adopted in 2024 .
- Limits on board service: Company guidelines limit other public boards; all directors in compliance and pre-clear new roles to manage conflicts .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $80,000 | Standard non-employee director retainer |
| Committee chair fee | $20,000 per chair | Applies to each committee chaired |
| 2024 cash fees earned (Nader) | $100,000 | Implies one chair fee (Compensation & Talent) plus Board retainer in 2024 |
Performance Compensation
| Equity Element | 2024 Value (Grant-Date Fair Value) | Mix/Choice | Vesting | Expiration/Strike |
|---|---|---|---|---|
| Annual director grant (target program) | $425,000 | Directors choose mix; up to 25% RSUs historically; up to 100% RSUs allowed starting 2025 | ||
| Nader 2024 Option Awards | $478,395 | Chose 100% options (no RSUs) | Vests in full on earlier of one-year after grant or next annual meeting (continuous service required) | Options expire 10 years; strike = closing price on grant date |
| Nader 2024 Stock Awards (RSUs) | $0 | — | — | — |
Design features and metrics: Director equity is time-based (no performance metrics). Shares/option counts are determined using 20-trading-day average price and Black-Scholes ratio; vesting accelerates upon a “sale event” per the 2018 Stock Plan .
Other Directorships & Interlocks
- Current/prior public boards as above; all outside roles must be pre-cleared to manage conflicts .
- Potential interlock to monitor: Nader is Senior Advisor to Blackstone Life Sciences, and Moderna’s standalone flu program advanced in pivotal efficacy trials supported by external financing from Blackstone Life Sciences; the company disclosed no related-party transactions >$120,000 since Jan 1, 2024, and the Audit Committee reviews/approves related-person transactions under written policy .
Expertise & Qualifications
- Education: French doctorate in Medicine (St. Joseph University, Lebanon); Physician Executive MBA (University of Tennessee) .
- Technical/industry: Vaccine development, clinical/regulatory engagement, commercialization, rare disease therapeutics; prior global commercial operations leadership at Pasteur Vaccines .
- Board credentials: Chair roles at multiple public biopharmas; governance experience across small-cap to large-cap healthcare .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership | 96,573 shares | 20,607 shares held + 75,966 options (exercisable or vesting within 60 days of Mar 5, 2025) |
| Ownership % of outstanding | <1% | Based on 386,622,604 shares outstanding |
| Vested vs. unvested options (as of 12/31/2024) | 68,409 vested; total 75,966 | Director options detail |
| Ownership guideline requirement | $480,000 of Moderna stock (6× $80,000 retainer) | Must meet by Dec 31, 2024 or within 5 years of appointment |
| Guideline compliance | Met | As of Dec 31, 2024, Nader met the requirement |
| Hedging/pledging | Prohibited | Policy prohibits hedging/pledging; directors covered; none sought by NEOs to date |
Governance Assessment
- Committee leadership and effectiveness: Nader leads two core governance committees—Compensation & Talent (independent, uses Pay Governance as independent advisor) and NCG—supporting pay-for-performance alignment and board refreshment; 2024 say‑on‑pay passed with 91% support, reflecting constructive investor feedback incorporation .
- Compensation discipline signals: 2024 bonus funding at 102% of target reflected mixed performance; retention RSUs for certain executives were granted amid stock price declines, with oversight and shareholder outreach disclosed (as Committee Chair, Nader signed the letter explaining rationale) .
- Conflicts/related parties: Despite Nader’s advisory role at Blackstone Life Sciences and Blackstone’s financing of Moderna’s flu program, the proxy discloses no related-party transactions >$120k and outlines Audit Committee controls—monitor as a potential perceived conflict, but current disclosure mitigates with formal review policy .
- Alignment and ownership: Nader meets rigorous stock ownership guidelines (6× retainer) and holds largely option-based director equity, aligning incentives with shareholder value creation; hedging/pledging prohibited enhances alignment .
- Attendance and independence: 100% attendance and independent status bolster board effectiveness and investor confidence; Board engages in annual third‑party self‑evaluation and rotates leadership roles .
Red flags to monitor:
- Potential perceived conflict via Blackstone Life Sciences advisory role vs. Blackstone financing of Moderna’s flu program (no related-party transaction disclosed; continue monitoring Audit Committee oversight and any future transactions) .
- Concentration of committee leadership (chairs two committees); mitigated by independent board majority and formal governance processes .