Brian Goff
Intellia TherapeuticsAbout Brian Goff
Independent director at Intellia Therapeutics since June 2024; age 56. CEO and board member of Agios Pharmaceuticals since 2022, with 30+ years in commercialization, operations, sales and marketing for biopharma, focused on rare diseases. Education: B.A. Skidmore College; M.B.A. Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals | EVP, Chief Commercial & Global Operations | Until acquisition by AstraZeneca in 2021 | Led commercialization and global operations |
| Baxalta Incorporated | EVP and President, Hematology Division | Prior to acquisition by Shire plc | Business unit leadership in hematology |
| Neurovance, Inc. | Chief Operating Officer; Board Member | Before acquisition by Otsuka | Operational leadership; board governance |
| Novartis; Johnson & Johnson (Pharma) | Sales and marketing roles | Earlier career | Commercial foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agios Pharmaceuticals, Inc. | Chief Executive Officer; Board Member | Since 2022 | Public company director/CEO |
Board Governance
- Independence: Board determined all directors except CEO Leonard are independent; Goff is independent .
- Committee assignments:
- Compensation and Talent Development Committee: Chair as of Jan 1, 2025; member throughout 2024 .
- Nominating and Corporate Governance Committee: Member as of April 2025 .
- Not on Audit Committee (members were Bhanji, Chase, Keresty, Verwiel) and not on Science & Technology Committee (members Bhanji, Cohen, Goodman, Keresty) .
- Board leadership: Separate Chair (Verwiel) and CEO; board oversees risk through committees .
- Attendance: In 2024 the full board met 5 times; each director attended at least 75% of board and assigned committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) – 2024 | $28,975 | Partial-year service after June 13, 2024 |
| Board and Committee Cash Fee Schedule (policy) | ||
| Board Member Annual Fee | $45,000 | Chairperson additional annual fee: $35,000 |
| Audit Committee Member/Chair Additional Annual Fee | $10,000 / $10,000 | |
| Compensation Committee Member/Chair Additional Annual Fee | $7,500 / $7,500 | |
| Nominating & Corporate Governance Committee Member/Chair Additional Annual Fee | $5,000 / $5,000 | |
| Science & Technology Committee Member/Chair Additional Annual Fee | $7,500 / $7,500 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Initial RSU Award (director election) | June 2024 | 15,409 | $400,018 | Vests over 3 years; one-third at 1 year, then quarterly over 2 years |
| Initial Stock Option Award (director election) | June 2024 | 22,297 | $399,752 | Vests over 3 years; one-third at 1 year, then monthly over 2 years; exercise price at grant FMV |
Additional director equity policy:
- Initial director equity value: $800,000 (50% options; 50% RSUs) upon initial election .
- Annual director equity value: $400,000 (50% options; 50% RSUs) at annual meeting; vests by next annual meeting or first anniversary .
- Non-employee director annual compensation cap: $1 million under 2025 Equity Incentive Plan .
- Change-in-control: director equity becomes fully vested upon change in control . Plan uses double-trigger for employees; awards subject to clawback policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Disclosure |
|---|---|---|
| Agios Pharmaceuticals, Inc. | CEO and Director | No related-party transactions disclosed with NTLA (>$120,000) |
| Compensation Committee Interlocks | — | Company disclosed no compensation committee interlocks or insider participation for 2024 committee members (including Goff) |
Expertise & Qualifications
- Rare disease commercialization, global operations, sales and marketing leadership across leading biopharmas .
- 30+ years of industry experience; prior senior roles at Alexion, Baxalta, Neurovance; early commercial roles at Novartis and J&J .
- Education: B.A. Skidmore; M.B.A. Wharton .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 31, 2025) | Not reported; no shares shown | Options/RSUs typically excluded unless exercisable/vesting within 60 days |
| Outstanding Director Awards (as of Dec 31, 2024) | 22,297 stock options; 15,409 RSUs | Initial director grants in June 2024 |
| Stock Ownership Guidelines | Minimum 3x annual retainer; counts common stock and 65% of unvested time-based RSUs; excludes options and performance-based RSUs | |
| Compliance Status | Covered individuals either compliant or within their phase-in period | |
| Hedging/Pledging Policy | Hedging and short sales prohibited; pledging requires audit committee pre-approval and financial capacity demonstration | |
| Rule 10b5-1 Plans | Company permits compliant 10b5-1 trading plans for directors |
Governance Assessment
- Independence and roles: Independent director, chairs the Compensation and Talent Development Committee (as of Jan 1, 2025), and serves on Nominating & Corporate Governance; not on Audit or Science & Technology committees .
- Engagement: Board-level attendance was at least 75% for all directors in 2024; all directors attended the 2024 annual meeting .
- Compensation mix and alignment: 2024 compensation for Goff was heavily equity-based ($399,752 options; $400,018 RSUs) alongside modest partial-year cash fees ($28,975), consistent with director policy emphasizing equity alignment and capped total director compensation under the 2025 Plan .
- Ownership signal: No beneficial ownership reported as of Mar 31, 2025; however, stock ownership guidelines require building holdings to 3x retainer with phase-in and retention requirements, and unvested RSUs partially count .
- Conflicts/related party: Company discloses no related-party transactions involving directors or executives above $120,000; compensation consultant independence affirmed; no committee interlocks disclosed .
- Controls reducing red flags: Prohibitions on hedging/short sales and restricted pledging; formal clawback policy and double-trigger change-in-control for employees; separate Chair/CEO structure .
Notes helpful for investor confidence
- Strong say-on-pay support in 2024 (97.9%) indicates shareholder approval of compensation practices .
- Compensation committee engages independent consultants (Pay Governance; Alpine) and reviews peer benchmarks; committee responsibilities cover director pay recommendations .