Frank Verwiel
Intellia TherapeuticsAbout Frank Verwiel
Frank Verwiel, M.D., is Intellia’s independent Chair of the Board (since February 2020) and has served as a director since July 2017. He is 62 and holds an M.D. from Erasmus University (Rotterdam) and an M.B.A. from INSEAD (France) . The board has determined he is independent under Nasdaq and SEC rules . His Intellia tenure is shown as eight years in the board’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcan Pharma / Aptalis Pharma | President & CEO; Director; continued post‑take‑private through Aptalis sale to Forest Labs | Jul 2005–Feb 2014 | Led public-to-private transition and through acquisition |
| Merck & Co. | VP, Hypertension, Worldwide Human Health Marketing; Managing Director, Merck Netherlands | Jun 1996–May 2005 (MD NL 1996–2001; VP 2001–2005) | Led global hypertension strategy team |
| Servier Laboratories | International leadership roles | 1988–1995 | Senior commercial/operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bavarian Nordic A/S | Director | Since Apr 2016 | Public vaccine company |
| Capsida Biotherapeutics Inc. | Director | Since Aug 2019 | Private biotech |
| Avidicure | Chairman of the Board | Since Jul 2022 | Private biopharma |
| ObsEva SA | Director (former) | Until May 2022 | Public biopharma (former role) |
Board Governance
- Roles: Independent Chair of the Board (since Feb 2020); Class II director (term expires 2027) .
- Committee assignments: Audit Committee member (2024); Nominating & Corporate Governance Committee chair (2024) .
- Independence: Board determined all non-employee directors, including Verwiel, are independent; Leonard (CEO) is not .
- Attendance: Each director attended ≥75% of Board and assigned committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board leadership: Chair and CEO roles separated; board oversees risk via committees (audit, compensation, nom/gov, science & tech) .
Fixed Compensation
| Item | Amount/Policy | Source |
|---|---|---|
| 2024 cash fees (Verwiel) | $100,000 | |
| Board annual cash retainer (member) | $45,000 | |
| Additional cash for Board Chair | $35,000 | |
| Audit Committee – member / chair add’l | $10,000 / $10,000 | |
| Compensation Committee – member / chair add’l | $7,500 / $7,500 | |
| Nominating & Corporate Governance – member / chair add’l | $5,000 / $5,000 | |
| Science & Technology – member / chair add’l | $7,500 / $7,500 | |
| Expense reimbursement | Reasonable travel/out‑of‑pocket reimbursed |
Notes: His 2024 cash total reflects role as Board Chair plus committee service; the company sets fees by role and prorates as needed .
Performance Compensation
Director equity is time-based (not performance-based) and intended to align interests. Initial board grant policy is $800,000 (50% options/50% RSUs); annual board grant policy is $400,000 (50% options/50% RSUs). Annual grants vest at the earlier of the next annual meeting or first anniversary; initial grants vest over three years. Exercise price equals fair market value on grant date; director awards fully vest upon a change in control; post‑service option exercise window up to 3 months and 1 day (if not removed for cause) .
| Grant (2024) | Type | Shares | Grant Date Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Annual director award (Verwiel) | Stock Options | 11,515 | 199,926 | Vests at earlier of next annual meeting or 1‑year anniversary, subject to service | None (time-based) |
| Annual director award (Verwiel) | RSUs | 7,737 | 200,001 | Vests at earlier of next annual meeting or 1‑year anniversary, subject to service | None (time-based) |
Change-in-control: All non‑employee director equity vests in full upon a change in control under the director program . Company-wide 2025 Plan uses double‑trigger for assumed awards, but director program specifies single‑trigger for directors .
Clawback: Company maintains a compensation recovery policy; the 2025 Plan makes awards subject to clawback and recoupment per policy and law .
Other Directorships & Interlocks
- Current public board: Bavarian Nordic A/S; other roles at Capsida (private) and Avidicure (private; chair). Former public board: ObsEva SA (until May 2022) .
- Compensation committee interlocks: None reported in 2024 (no Intellia executive sat on another company’s comp committee whose executive sat on Intellia’s board/comp committee) .
Expertise & Qualifications
- Credentials: M.D. (Erasmus University), M.B.A. (INSEAD) .
- Domain expertise: Executive leadership across biotech and large pharma; commercialization and global strategy; public company governance. Board matrix notes chairperson experience and governance depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Frank Verwiel, M.D. | 122,754 | * (<1%) | 10,211 common; 112,543 options exercisable within 60 days of 3/31/2025 |
Ownership guidelines: Directors must hold stock valued at ≥3x annual retainer; stock options and performance RSUs don’t count; all covered individuals either compliant or within phase‑in period . Hedging and short sales are prohibited; pledging is prohibited without Audit Committee pre‑approval (only if the individual can repay without relying on pledged shares) .
Governance Assessment
- Strengths: Independent Chair; independent status; consistent meeting attendance; active committee leadership (Audit member; Nominating & Governance Chair); robust ownership/retention guidelines; prohibitions on hedging/shorting and limited pledging; clawback policy in place .
- Compensation alignment: Director pay is a balanced mix of cash and equity with time‑based vesting; equity sized by peer benchmarks and overseen by independent compensation committee with outside consultant (Pay Governance) .
- Change‑in‑control: Director awards are single‑trigger accelerated on change in control; while common in director programs, investors may prefer double‑trigger; the broader 2025 Plan uses double‑trigger for assumed awards .
- Conflicts/related‑party: Company reports no related‑party transactions >$120,000 involving directors or NEOs since Jan 1, 2024; Audit Committee reviews related‑party transactions .
- Attendance/engagement signal: ≥75% attendance and full board attendance at the 2024 annual meeting support engagement .
RED FLAGS: None disclosed regarding related‑party transactions, legal proceedings, pledging, or hedging. Note the single‑trigger vesting for director awards upon change in control as a point of investor attention relative to double‑trigger best practices .