Jesse Goodman - Director | Intellia Therapeutics (NTLA) Executive Profile & Compensation

About Jesse Goodman

Jesse Goodman, M.D., M.P.H., has served on Intellia’s board since October 2018 and is currently a Class I director whose term expires at the 2026 annual meeting. He is a professor of medicine and attending infectious disease physician at Georgetown University and leads its Center on Medical Product Access, Safety and Stewardship; he also practices at the Washington D.C. VA and Walter Reed Medical Centers. Dr. Goodman brings extensive U.S. FDA leadership experience (Chief Scientist 2009–Feb 2014; Deputy Commissioner for Science and Public Health 2009–2012; CBER Director 2003–2009), and previously led infectious diseases at the University of Minnesota. His education includes a B.S. in biology (Harvard), M.D. (Albert Einstein College of Medicine), and M.P.H. (University of Minnesota); he trained at UPenn and UCLA and has been elected to the Institute of Medicine of the National Academy of Sciences. He serves on GSK plc’s board (joined 2016; chaired its Science Committee until early 2023) and on BiomX, Inc.’s board (following Adaptive Phage Therapeutics’ acquisition).

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Food and Drug Administration (FDA)	Chief Scientist	2009–Feb 2014	Senior government leader shaping science/public health policy
FDA	Deputy Commissioner for Science and Public Health	2009–2012	Agency-wide science and public health oversight
FDA – CBER	Director	2003–2009	Led biologics evaluation/regulation
FDA	Senior Advisor to the Commissioner	1998–2000	Strategic advisory role
University of Minnesota	Professor of Medicine; Chief of Infectious Diseases	Pre-FDA	Academic and clinical leadership

External Roles

Organization	Role	Tenure	Notes
Georgetown University	Director, Center on Medical Product Access, Safety and Stewardship; Professor/Attending in Infectious Diseases	Since Mar 2014	Academic leadership and clinical practice
Washington D.C. VA & Walter Reed Medical Centers	Infectious disease physician	Current	Clinical practice
GlaxoSmithKline plc (GSK)	Director; former Chair, Science Committee	Director since 2016; chaired until early 2023	Large-cap pharma board experience
BiomX, Inc.	Director	Current	Role followed APT acquisition
U.S. Pharmacopeia (USP)	Board of Trustees (President 2015–2020; member 2015–present)	2015–present	Standards/governance leadership
CDC Board of Scientific Counselors (Infectious Diseases)	Member (prior)	Prior service	Public health advisory role

Board Governance

Independence: The board determined that all directors other than the CEO (Dr. Leonard) were independent under Nasdaq and SEC rules; this includes Dr. Goodman. The board considered director relationships and beneficial ownership in making its determinations.
Classification/Term: Class I director; term expires at the 2026 annual meeting.
Committees:
- Science & Technology Committee: Chair and member; committee established April 2024; met once in 2024.
- Nominating & Corporate Governance Committee: Member throughout 2024; committee met three times in 2024; committee deemed fully independent.
Attendance: In 2024, each director attended at least 75% of aggregate board and assigned committee meetings; all directors attended the June 12, 2024 annual meeting. The full board met five times in 2024.

Fixed Compensation

Component (2024)	Amount	Notes
Cash fees paid	$60,902	Actual cash compensation for 2024 service
Retainer policy (Board member)	$45,000 annually	Paid quarterly; prorated as applicable
Committee member fees	Audit $10,000; Compensation & Talent $7,500; Nominating & Gov $5,000; Science & Tech $7,500	Additional annual fees; chairpersons receive the same additional amount listed as “Chairperson Additional Annual Fee”

Fees are paid in arrears quarterly; board and committee chairs receive higher retainers; reasonable travel/out-of-pocket expenses are reimbursed.

Performance Compensation

2024 Equity Grants to Dr. Goodman	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting/Terms
Stock Options	June 2024	11,515	$199,926	Exercise price = FMV at grant; director annual awards vest fully at earlier of 1 year or next AGM; 3 months + 1 day post-service exercise for vested options; CIC: full vesting
RSUs	June 2024	7,737	$200,001	Annual director RSUs vest fully at earlier of 1 year or next AGM; CIC: full vesting

Director Equity Program Features	Disclosure
Initial director equity award	$800,000 value (50% options, 50% RSUs); vests 1/3 after one year, remainder quarterly over next two years
Annual director equity award	$400,000 value (50% options, 50% RSUs); vests by first anniversary or next AGM
Change-in-control treatment	All director equity fully vests upon a change in control
Option exercise window post-service	3 months + 1 day (to the extent vested)

Performance Metrics Applied to Director Equity	Disclosed?
TSR, revenue, EBITDA or other performance metrics for director awards	Not disclosed for directors; director awards are time-based (options/RSUs)

Other Directorships & Interlocks

Company/Entity	Role	Potential Interlocks/Notes
GlaxoSmithKline plc	Director; chaired Science Committee until early 2023	Large-cap pharma oversight; no related-party transactions with NTLA disclosed
BiomX, Inc.	Director	Board seat following APT acquisition
USP	Trustee (President 2015–2020)	Standards/governance body; not a commercial interlock

The board affirms independence for Dr. Goodman despite external affiliations; there were no related-party transactions >$120,000 with directors or NEOs since Jan 1, 2024.

Expertise & Qualifications

Deep regulatory leadership (FDA Chief Scientist; Deputy Commissioner; CBER Director), academic medicine, and infectious disease clinical practice.
Public company governance (GSK; BiomX) and science oversight (chaired GSK Science Committee).
Elected to the Institute of Medicine of the National Academy of Sciences.

Equity Ownership

Beneficial Ownership (as of Mar 31, 2025)	Amount	% Outstanding
Shares beneficially owned – Jesse Goodman	105,259	* (<1%)

Outstanding/Unvested Equity (as of Dec 31, 2024)	Amount
Stock options outstanding (aggregate)	105,058
RSUs outstanding (aggregate)	7,737
Note	Counts from director equity table; not the same basis as SEC beneficial ownership as-of date

Stock ownership and retention guidelines require directors to hold equity equal to at least 3x the annual board retainer (excluding committee retainers). The policy counts common stock and 65% of unvested time-based RSUs (options and performance-based RSUs excluded). Covered individuals must reach compliance by the later of FY2027 or the fifth anniversary of becoming covered; until compliant, retention requirements apply. The insider trading policy prohibits short sales, hedging and pledging without prior Audit Committee approval; margin accounts are prohibited absent approval. The company states all covered individuals have reached compliance or are within the phase-in period.

Governance Assessment

Strengths
- Independent director with unmatched FDA and public health background; chairs the Science & Technology Committee, aligning oversight with Intellia’s R&D-centric risk profile.
- Solid engagement: at least 75% attendance at board/committee meetings and attendance at the 2024 annual meeting; participates on Nom/Gov committee as well.
- Pay alignment: director compensation balanced between cash and equity (50/50 options/RSUs) with time-based vesting and CIC acceleration; cash fees within disclosed policy ranges.
- Ownership alignment: robust stock ownership guidelines and prohibitions on hedging/pledging without approval.
Potential Watch Items
- External public company directorship at GSK: while adding valuable perspective, investors may monitor for any evolving commercial overlaps; board has affirmed independence and disclosed no related-party transactions.
- New Science & Technology Committee met once in 2024 given its April 2024 creation; monitoring cadence/impact in 2025+ advisable.

No related-party transactions with Dr. Goodman were reported (>$120,000 threshold) for the period since January 1, 2024.