Georgia Keresty
Intellia TherapeuticsAbout Georgia Keresty
Independent director at Intellia Therapeutics since April 2021; age 63. Former Chief Operating Officer at Volnay Therapeutics (Mar 2023–Nov 2024) and Takeda R&D (2017–2020), with earlier senior roles at Johnson & Johnson, plus prior experience at Bristol-Myers Squibb and Novartis. Educational credentials include B.S. in Chemical Engineering (Clarkson), B.S. in Computer Science (Ramapo), M.S. in Information Systems (Pace), M.B.A. and Ph.D. in Operations Management (Rutgers), and M.P.H. in Global Health Leadership (USC); NACD Directorship Certification (Sept 2020). Current public board: Solid Biosciences, Inc.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Volnay Therapeutics | Chief Operating Officer | Mar 2023 – Nov 2024 | Early-stage biotech ops leadership |
| Takeda Research & Development | Chief Operating Officer; Global Head of Medical Sciences & Development Operations | 2017 – 2020 | R&D operations, development execution |
| Johnson & Johnson | VP & Global Head, Pharmaceutical Development & Manufacturing Science (among other roles) | 2003 – 2017 | Manufacturing and development leadership |
| Bristol-Myers Squibb | Various roles | Not disclosed | Large-cap pharma operating experience |
| Novartis | Various roles | Not disclosed | Large-cap pharma operating experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Solid Biosciences, Inc. | Director | Current | Public company directorship |
| Aspen Technology, Inc. | Director | Former | Prior public board |
| Commissioning Agents, Inc. | Director | Former | Private company |
| Janssen Alzheimer Immunotherapy | Director | Former | Private JV/affiliated entity |
| Clarkson University | Trustee | Former | Non-profit board |
| NJ Advocates for Aging Well | Trustee | Former | Non-profit board |
Board Governance
- Board status: Independent director; Class III director with term expiring at the 2025 Annual Meeting; nominated for re-election to serve until 2028 .
- Committees (2024–2025):
- Audit Committee member (committee met 5x in 2024; chair: William Chase) .
- Nominating & Corporate Governance Committee member (joined Feb 2, 2024; committee also includes Verwiel, Goodman; Goff added Apr 2025; chair: Verwiel) .
- Science & Technology Committee member (established Apr 2024; chair: Jesse Goodman) .
- Attendance and engagement: In 2024, the full board met 5 times; each director attended ≥75% of applicable board/committee meetings; all directors attended the June 12, 2024 annual meeting .
- Independence determination: Board affirmed independence for all non-employee directors and nominees, including Dr. Keresty .
Fixed Compensation
| Element | Policy / Detail | 2024 Amount for Keresty |
|---|---|---|
| Board cash retainer | $45,000 (member); +$35,000 for Board chair (not applicable) | $65,014 fees earned/paid in cash |
| Committee retainers | Audit $10,000 (member)/+$10,000 (chair); Comp $7,500; Nominating & Gov $5,000; Science & Tech $7,500 | Included in the $65,014 cash total (reflects memberships and any proration) |
| Annual equity to non-employee directors | $400,000 total value; 50% stock options + 50% RSUs; annual grants at meeting date; annual grants vest in full by next AGM (~12 months) | Option award grant-date fair value $199,926; RSU award grant-date fair value $200,001 |
| 2024 grant sizes | Typical 2024 annual grants: 11,515 options and 7,737 RSUs (for each continuing director) | 11,515 options; 7,737 RSUs granted in June 2024 |
| Vesting / exercise | Initial director awards vest over 3 years (1/3 at 1 year, then quarterly); annual director awards vest by next AGM; option strike = FMV at grant; 3 months +1 day post-service to exercise vested options | As per program terms |
| Change-in-control for director equity | Non-employee director equity becomes fully vested upon change in control | Applies |
Notes:
- 2024 total director compensation for Keresty: $464,941 (cash $65,014; options $199,926; RSUs $200,001). Equity comprised ~86% of total, indicating strong equity alignment .
Performance Compensation
| Performance Metric | Use in Director Compensation |
|---|---|
| None | Non-employee director equity awards are time-based (no performance conditions). Annual awards vest by next AGM; initial awards vest over three years; no performance metrics or TSR modifiers used for directors . |
Other Directorships & Interlocks
- Current public company board: Solid Biosciences, Inc. (no disclosed commercial relationships with Intellia; no interlocks disclosed) .
- Related-party transactions: Company reports no related-party transactions >$120,000 involving directors or NEOs since Jan 1, 2024 .
- Policy: Audit Committee reviews and must approve any related-party transactions ≥$120,000; must be on arm’s-length terms .
Expertise & Qualifications
- Deep manufacturing, development operations, and R&D leadership across large-cap pharma and biotech (J&J, Takeda R&D, Volnay) .
- Academic credentials across engineering, information systems, operations management (Ph.D.), and public health; NACD Directorship Certification .
- Board skills matrix underscores product development/commercialization and public company governance experience (board-wide) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 40,596 shares beneficially owned; <1% of outstanding (as of Mar 31, 2025; 103,539,685 shares outstanding) |
| Options and RSUs held (as of Dec 31, 2024) | 35,965 options; 7,737 RSUs |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer; counting 100% of owned shares and 65% of unvested time-based RSUs; options and unvested PRSUs excluded. Compliance expected by FY2027 or 5th anniversary; all Covered Individuals either compliant or within phase-in . |
| Hedging/pledging | Hedging (short sales, options) prohibited; pledging prohibited absent prior Audit Committee approval and demonstration of independent repayment capacity . |
| Pledging status | No pledging disclosed specific to Keresty in proxy or related-party section; policy restricts such activity . |
Governance Assessment
- Independence and committee load: Independent director serving on three key committees (Audit; Nominating & Corporate Governance; Science & Technology), enhancing oversight across financial reporting, board composition/governance, and R&D strategy .
- Attendance and engagement: Board met five times in 2024; each director met ≥75% attendance and all directors attended the 2024 annual meeting—supports active engagement .
- Pay structure and alignment: Director pay is heavily equity-weighted (~86% for 2024), with annual equity split between options and RSUs; time-based vesting aligns incentives with shareholders without short-term performance gaming .
- Ownership discipline: Stock ownership guidelines (≥3x retainer) and robust anti-hedging/pledging policy promote alignment; company reports all Covered Individuals are compliant or in phase-in .
- Conflicts oversight: No related-party transactions involving directors/NEOs (> $120,000) disclosed for 2024–2025 YTD; formal related-party policy requires Audit Committee approval on arm’s-length terms .
- Change-in-control terms: Non-employee director awards fully vest upon a change in control (single-trigger), which is common but less restrictive than double-trigger; note that the broader 2025 Equity Plan uses double-trigger for assumed employee awards .
- Tenure and expertise fit: With operations/manufacturing/R&D leadership across major pharma and biotech, Keresty’s profile is well matched to Intellia’s clinical and manufacturing scale-up objectives as the company advances pivotal programs .
Director Compensation (Detail)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $65,014 | Annual board retainer plus committee retainers; may reflect prorations |
| Option Awards (grant-date fair value) | $199,926 | 11,515 options granted June 2024; strike at FMV; 3m+1d post-service exercise window |
| Stock Awards (grant-date fair value) | $200,001 | 7,737 RSUs granted June 2024 |
| Total | $464,941 | 2024 total director compensation |
Committee Assignments (Current/Recent)
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | William Chase | 5 meetings |
| Nominating & Corporate Governance | Member (since Feb 2, 2024) | Frank Verwiel | 3 meetings |
| Science & Technology | Member (est. Apr 2024) | Jesse Goodman | 1 meeting |
RED FLAGS and Watch Items
- Single-trigger CIC vesting for director equity (common but less stringent than double-trigger) .
- No other conflicts identified: no related-party transactions; hedging/pledging restricted; independence affirmed; attendance satisfactory .