Diana Brainard, M.D.
NEKTAR THERAPEUTICSAbout Diana Brainard, M.D.
Diana Brainard, M.D., age 54, has served on Nektar’s board since November 2021 and is currently Chair of the Organization and Compensation Committee and a member of the Nominating and Corporate Governance Committee; she is nominated for reelection with a term to expire at the 2028 annual meeting . She is an Entrepreneur Partner at MPM BioImpact; previously she was CEO and a director at AlloVir, and held senior clinical leadership roles at Gilead (SVP, Virology Therapeutic Area Head 2018–Apr 2021; VP Clinical Research, Liver Diseases 2015–2018). She holds a B.A. from Brown University and an M.D. from Tulane University School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | SVP, Virology Therapeutic Area Head | 2018 – Apr 2021 | Led virology TA; senior executive experience relevant to drug development |
| Gilead Sciences | VP, Clinical Research, Liver Diseases | 2015 – 2018 | Clinical research leadership in liver diseases |
| AlloVir, Inc. | Chief Executive Officer; Director | Former (dates not disclosed) | Late clinical-stage cell therapy leadership; public company board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MPM BioImpact | Entrepreneur Partner | Current | Biotech investment firm; potential information flow/network benefits |
| AlloVir, Inc. | CEO; Director | Former | Public reporting company (cell therapy) |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under Nasdaq standards; committee members are independent. Brainard is therefore classified independent .
- Committee assignments (as of Dec 31, 2024): Chair, Organization & Compensation; Member, Nominating & Corporate Governance . Committee meeting counts in FY2024: Audit 5; Organization & Compensation 5; Nominating & Corporate Governance 3 .
- Attendance: Board met 14 times in 2024; each director attended ≥75% of aggregate board and key committee meetings; all directors attended the 2024 annual stockholders’ meeting .
- Executive sessions: Independent directors met in five executive sessions in FY2024; the Lead Independent Director presided (Lead Independent Director: Roy Whitfield) .
- Election outcomes (May 23, 2025): Brainard was reelected with 89,565,584 “For” vs. 12,398,258 “Against” (189,940 abstain; 47,839,333 broker non-votes), signaling strong investor support .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 87,000 | Non-employee director cash compensation; reflects annual board retainer and committee chair/member retainers |
Director cash retainer structure effective Jan 1, 2024: Board annual retainer $55,000; Chair of Board +$50,000; Lead Independent Director +$25,000; Audit Chair +$25,000 (members +$12,000); Compensation Chair +$20,000 (members +$10,000); Governance Chair +$15,000 (members +$8,000); new committees +$5,000 unless otherwise specified .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Term/Exercisability | Exercise Price | Change-of-Control |
|---|---|---|---|---|---|---|---|
| Stock Options | Sep 18, 2024 | 120,000 | 110,939 | Monthly over 1 year (director annual grant program) | 8-year term; post-service exercisable for 36 months (or earlier if option max term ends) | Equal to closing price on grant date | Full acceleration of option/RSU vesting at closing of a change-of-control |
- Director equity program: Annual September grants; Board may choose all options or a mix of options/RSUs; 2024 grants were options only; initial appointment awards vest over 3 years at 180% of most recent annual equity grant .
- Clawback: Awards under the 2017 Plan are subject to Nektar’s Compensation Recovery Policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None. FY2024 Organization & Compensation Committee consisted of independent directors Brainard (Chair), Ajer, and Greer; no insider participation or interlocks identified . |
| Compensation consultant | Aon Human Capital Solutions retained as independent advisor; committee found no conflicts of interest . |
Expertise & Qualifications
- 20+ years in biopharma and academic medicine; authored over 200 publications .
- Senior clinical leadership at Gilead (virology and liver diseases), CEO experience at AlloVir, and venture investment role at MPM BioImpact—skill mix aligned with development-stage biotech oversight .
- Education: B.A., Brown University; M.D., Tulane University School of Medicine .
Equity Ownership
| As-of Date | Total Beneficial Shares | % of Outstanding | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|
| Feb 27, 2025 | 240,680 | <1% | 212,120 | Beneficial ownership includes options exercisable within 60 days; outstanding options for Brainard as of Dec 31, 2024 totaled 262,120 |
| Dec 31, 2024 | Options Outstanding | 262,120 | — | Directors’ 2024 annual option grant: 120,000 options |
- Stock ownership guidelines: Non-binding guideline for non-employee directors to own at least 3× the annual board cash retainer within five years of first appointment. The board noted a temporary shortfall for one non-executive director due to share price decline and may adapt guidelines if needed; directors with >5 years’ service had met guidelines previously .
- Trading policy: Company policy prohibits trading in derivatives, short selling, and margin trading, supporting alignment (applies broadly across employees and is part of governance controls discussed by the committee) .
Governance Assessment
- Strengths: Independent status; Chair of Compensation Committee; strong say-on-pay support (96,965,611 For vs 4,097,449 Against) indicating investor confidence in pay design overseen by Brainard ; robust attendance and engagement; clear committee charters and independent compensation consultant with no conflicts .
- Alignment: Director compensation mixes modest cash retainer with at-risk equity via options that vest over time; change-of-control acceleration is disclosed and standard; clawback policy applies to equity awards .
- Ownership: Beneficial ownership is <1% with significant vested options; subject to 3× retainer ownership guideline within five years of appointment, which provides a runway given her 2021 start date .
- Conflicts/Related parties: No related-party transactions disclosed involving Brainard; Compensation Committee interlocks absent; consultant independence affirmed—low conflict risk .
- Watch items: A minor compliance note—annual director equity awards (including Brainard’s) were reported late on Form 4 and subsequently corrected via Form 5 (Jan 17, 2025), suggesting administrative timeliness issues but remedied. Monitor ownership guideline compliance amid share price volatility and any potential investment overlaps via MPM BioImpact, though no conflicts were disclosed in FY2024 .