Noubar Afeyan
ModernaAbout Noubar Afeyan
Noubar B. Afeyan, Ph.D., age 62, is Moderna’s independent Chairman of the Board (director since 2010; Chairman since 2012). He is a biochemical engineer and founder/CEO of Flagship Pioneering, with more than 100 patents and over 70 co-founded life science and technology startups; his education includes a B.S. in Chemical Engineering from McGill University and a Ph.D. in Biochemical Engineering from MIT; he was a senior lecturer at MIT Sloan (2000–2016), a lecturer at Harvard Business School until 2020, is a member of the MIT Corporation, and was elected to the U.S. National Academy of Engineering in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moderna, Inc. | Director; Chairman | Director since 2010; Chairman since 2012 | Independent Chair leading board oversight; presides over executive sessions |
| Flagship Pioneering | Founder & CEO | Ongoing | Strategic leadership; sponsor of funds that hold MRNA shares; potential related-party sensitivity managed under RPT policy |
| MIT Sloan School of Management | Senior Lecturer | 2000–2016 | Academic leadership |
| Harvard Business School | Lecturer | Until 2020 | Academic leadership |
External Roles
| Organization | Role | Tenure | Public Company Status |
|---|---|---|---|
| MIT Corporation | Member | Ongoing | Non-profit/academic |
| Omega Therapeutics, Inc. | Director; Chair | 2016–2023 | Public (prior) |
| Rubius Therapeutics, Inc. | Director | 2013–2022 | Public (prior) |
| Seres Therapeutics, Inc. | Director | 2012–2020 | Public (prior) |
| Other current public boards | — | None currently (0) | — |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent; Board determined all directors except CEO Stéphane Bancel are independent under SEC/Nasdaq rules |
| Chair role | Independent Chairman separate from CEO; leads advice/oversight of management |
| Committee memberships | None in 2024; Afeyan not listed on standing committees |
| Committee chair roles | Previously chaired Nominating & Corporate Governance; François Nader succeeded him as Chair in January 2025 |
| Board/committee attendance | 2024 attendance 100% for Afeyan; Board held six meetings; all directors attended ≥75% and attended 2024 annual meeting |
| Executive sessions | Non‑employee directors meet at executive sessions; independent Chair presides |
| Shareholder engagement | Governance outreach to investors representing ~58% of shares outstanding; feedback on board composition/governance |
| Governance enhancements | Majority voting for uncontested elections, proxy access, special meeting right added in 2024 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $80,000 | Paid quarterly; pro‑rated for partial year |
| Non‑Executive Chairman additional retainer | $50,000 | Paid quarterly |
| Committee chair fees | $20,000 (per committee chair) | Not applicable in 2024 (Afeyan not a chair) |
| 2024 total cash fees earned | $150,000 | Reported in Director Compensation table |
| Perquisites | $15,971 | Security services due to heightened threat environment |
Performance Compensation
| Element | 2024 Grant | Vesting | Valuation/Terms |
|---|---|---|---|
| Annual director equity grant | Target $425,000 | Vests in full on earlier of one-year from grant or next annual meeting, subject to service | Directors may elect mix; since 2025 can elect up to 100% RSUs; prior cap 25% RSUs |
| Afeyan 2024 Stock Awards | $0 (RSUs) | — | Afeyan elected options only in 2024 |
| Afeyan 2024 Option Awards | $478,395 (grant-date fair value) | Vests per standard director schedule | 10-year term; exercise price = grant-date closing price; quantity based on 20-day average price and Black‑Scholes ratio |
| Change‑in‑control vesting | Full accelerated vesting for director grants upon a “sale event” under 2018 Stock Plan | — | Plan-defined |
No director-specific performance metrics (e.g., revenue, TSR hurdles) are tied to non-employee director compensation; structure emphasizes time-based vesting and equity alignment .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None (0) |
| Private/academic boards | MIT Corporation (member) |
| Flagship affiliations | CEO of Flagship Pioneering; sole manager of Flagship Ventures Fund IV GP; may be deemed to have voting/investment power over Flagship Funds’ MRNA holdings |
| Interlocks/conflicts | Audit Committee policy oversees related person transactions; no transactions >$120,000 since Jan 1, 2024 disclosed |
Expertise & Qualifications
- Biochemical engineering expertise; >100 patents; founder/co‑founder of >70 biotech/tech startups .
- Deep healthcare commercialization and investment experience via Flagship; strategic guidance for platform expansion .
- Recognitions: U.S. National Academy of Engineering (2022) .
Equity Ownership
| Holder/Source | Shares/Options | Detail |
|---|---|---|
| Direct common stock (Afeyan) | 2,224,015 | Personally held shares |
| Options exercisable ≤60 days (Afeyan) | 178,625 | Includes 171,068 vested as of 12/31/2024 (context) |
| Flagship Ventures Fund IV, L.P. | 3,880,328 | Beneficially owned; Afeyan sole manager of GP |
| Flagship Ventures Fund IV.Rx, L.P. | 747,897 | Beneficially owned; Afeyan sole manager of GP |
| Flagship Pioneering, Inc. common | 3,924 | Beneficially owned |
| Flagship Pioneering, Inc. options | 33,116 (exercisable ≤60 days) | Options issued for Afeyan’s past board service |
| Total beneficial ownership (aggregate) | 7,067,905 (1.8% of outstanding) | Based on 390,580,775 shares outstanding 9/30/2025 |
| Ownership guidelines | Required ≥6x annual retainer ($480,000 in MRNA stock) by 12/31/2024 or five years post-appointment; Afeyan met/exceeded requirement | |
| Hedging/pledging | Prohibited for directors and executives under Company policy |
Governance Assessment
- Board effectiveness: Independent Chair separate from CEO, high attendance, robust committee structure with independent membership and external consultant support (Pay Governance) underpin board oversight quality .
- Independence & engagement: Afeyan is independent, with 100% attendance and leadership in executive sessions; shareholder engagement strengthened governance responsiveness .
- Alignment: Significant personal and affiliated ownership (1.8%) and compliance with director ownership guidelines strengthen alignment; director equity delivered primarily as options in 2024, reinforcing long-term orientation .
- Potential conflicts: Flagship-related beneficial holdings and Afeyan’s control of Flagship Fund GP imply related-party exposure; mitigated by Audit Committee oversight and absence of disclosed related-party transactions since Jan 1, 2024 (monitor ongoing) .
- Compensation signals: Director pay mix is standard (cash retainer plus equity); minor security perquisite disclosed ($15,971) in 2024 reflects threat mitigation rather than pay inflation .
- Company-wide governance backdrop: 2024 say-on-pay received 91% support; adoption of majority voting, proxy access, and special meeting rights in 2024 improves investor protections .
Red Flags
- Related-party sensitivity: Significant holdings via Flagship entities over which Afeyan has control may pose perceived conflicts; continued rigorous Audit Committee review essential .
- Concentration of influence: Independent Chair with substantial beneficial ownership demands transparent board processes and continuous independence evaluations (Board conducts annual independence review) .
Overall, Afeyan’s independent Chair role, attendance, and ownership alignment support investor confidence; the primary monitoring focus is on managing Flagship-related affiliations through strong related-party oversight and disclosures .