Muna Bhanji

About Muna Bhanji

Muna Bhanji, R.Ph., age 62, is an independent Class I director of Intellia Therapeutics, Inc. (NTLA) since April 2022. She is founder and principal of TIBA Global Access, LLC (since January 2021), holds a B.Sc. in Pharmacy from Rutgers School of Pharmacy and an MBA from St. Joseph’s University, and previously held senior commercial leadership roles at Merck, including Senior Vice President, Global Market Access & Policy (2010–2020) and Senior Vice President, Hospital & Specialty Franchises (2014–2017) .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors except the CEO (Dr. Leonard) are independent under Nasdaq/SEC rules; Bhanji is independent .
• Committee memberships (2024–2025):
  • Audit Committee member; audit met 5 times in 2024; Audit Committee report lists Bhanji as a member .
  • Compensation & Talent Development Committee member (joined Feb 2, 2024; current committee members are Chase, Cohen, Bhanji, and Goff as Chair from Jan 1, 2025; met 7 times in 2024) .
  • Nominating & Corporate Governance Committee member through Feb 2, 2024 (committee met 3 times in 2024) .
  • Science & Technology Committee member (established April 2024; met once in 2024; chaired by Dr. Goodman) .
• Attendance: In 2024, each board member attended 75% or more of aggregate board and committee meetings; all directors attended the June 12, 2024 annual meeting .

Fixed Compensation

• Cash retainer policy (2024/2025): Board member annual cash fee $45,000; Board chair additional $35,000. Committee member annual fees: Audit $10,000, Compensation $7,500, Nominating $5,000, Science & Technology $7,500; committee chair additional annual fees equal to the member amounts shown .
• 2024 actual cash fees: Bhanji received $67,732 in cash for board and committee service .

Performance Compensation

• Equity program for non-employee directors:
  • Initial election equity award valued at $800,000 (50% options, 50% RSUs); annual equity award valued at $400,000 (50% options, 50% RSUs) .
  • Initial grants vest over 3 years (1/3 after year one, then quarterly), annual grants vest at the earlier of first anniversary or next annual meeting ≥50 weeks later, subject to service .
  • Change-in-control: Director equity fully vests upon change in control .
  • Option exercise window: Up to three months and one day post-cessation for vested options (if not removed for cause) .
• 2024 equity grants received by Bhanji: Option to purchase 11,515 shares and 7,737 RSUs; grant-date fair values $199,926 and $200,001, respectively; total reported director compensation $467,659 .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive U.S. and global commercial and operational experience in pharmaceuticals, with specialized leadership in market access, reimbursement, oncology, hospital and specialty franchises; considered qualified for NTLA board for commercialization and market access oversight .
• Public company governance across multiple biopharma boards; contributes to board oversight breadth .

Equity Ownership

• Beneficial ownership of NTLA as of March 31, 2025: 32,221 shares; less than 1% of outstanding .
• Outstanding awards held as of December 31, 2024: 32,668 shares underlying stock options and 9,063 RSUs .
• Stock ownership guidelines: Directors must maintain stock ownership ≥3x annual retainer (excluding committee retainers); counting common stock and 65% of unvested time-based RSUs; all Covered Individuals have either reached compliance or are within phase-in period .
• Hedging/pledging policy: Short sales and hedging via derivatives prohibited; pledging/margining prohibited without Audit Committee pre-approval and demonstrated capacity to repay independent of pledged securities .

Insider Trades

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting votes: Say-on-Pay “For” 45,766,969; “Against” 18,643,930; “Abstain” 103,159; stockholders chose annual Say-on-Pay frequency (“1 Year” 63,793,131) .
• 2024 Say-on-Pay approved with ~98.2% support at 2023 Annual Meeting, and the company engages with top shareholders for governance feedback .

Governance Assessment

• Strengths:
  • Independence and multi-committee service (Audit; Compensation; Science & Technology), with documented attendance (≥75%) and participation in committee reports .
  • Director compensation structure balanced with cash plus equity; transparent policies; equity vests in line with board terms; robust ownership guidelines supporting alignment .
  • No related party transactions; strong insider trading and anti-hedging/pledging policies reduce conflict risk .
  • Expertise directly relevant to NTLA’s commercialization and market access strategy as pipeline approaches potential commercialization milestones .
• Watch items:
  • Change-in-control full vesting for director equity (standard, but accelerates value regardless of performance) .
  • Regular small automatic sales under 10b5-1 plans; benign but monitor for optics amidst key clinical/commercial events .

Election outcomes: In 2025, Class III directors were elected (Chase, Keresty, Leonard); indicates shareholder confidence in board composition; director classes show Bhanji’s Class I term runs to 2026 annual meeting .

Committee governance: Compensation Committee uses independent consultant (Pay Governance); independence assessment found no conflicts; director compensation benchmarking uses same peer group as executives .

Notes on Meeting Results and Board Composition

• Board had 8 members in 2025; Class I directors (Bhanji, Goff, Goodman) terms expire at 2026 annual meeting; Class II (Cohen, Verwiel) expire at 2027; Class III (Chase, Keresty, Leonard) elected at 2025 meeting .
• 2024 Annual Meeting votes summarized (directors elected, ratification of auditor, say-on-pay approval, officer liability charter amendment) .