Nancy Howell Agee
PRECIGENAbout Nancy Howell Agee
Nancy Howell Agee, age 72, joined Precigen’s Board in July 2024 and serves on the Nominating and Governance Committee. She was CEO of Carilion Clinic from 2011 until her retirement in 2024, and previously held senior operating roles there. She holds a B.S. in Nursing from the University of Virginia, an M.S. in Nursing from Emory University, attended the Kellogg School of Management at Northwestern, and has received multiple honorary doctorates. She is a Fellow of the National Association of Corporate Directors and has broad public-sector leadership experience in Virginia.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carilion Clinic | Chief Executive Officer | 2011–2024 | Led large healthcare system; prior President & CEO, EVP & COO |
| American Hospital Association | Chair (former) | Not disclosed | National industry leadership |
| Virginia Governor’s Medical Advisory Team | Member | Selected Jan 2022 | State medical advisory capacity |
External Roles
| Organization | Ticker | Role | Start Date | Notes |
|---|---|---|---|---|
| Atlantic Union Bankshares Corp. | AUB | Director | May 2024 | Banking sector board experience |
| RGC Resources, Inc. | RGCO | Director | 2011 | Utilities sector board experience |
| Healthcare Realty Trust Incorporated | HR | Director | 2018 | Healthcare REIT board experience |
| Go Virginia (Go VA) | — | Chair | Since 2020 | Statewide economic development chair |
| Governor’s Advisory Committee for Revenue Estimates (GACRE) | — | Member | Not disclosed | State revenue advisory committee |
| Virginia Foundation for Independent Colleges | — | Chair | Not disclosed | Education foundation leadership |
| Virginia Business Higher Education Council | — | Vice Chair | Not disclosed | Higher education council leadership |
| National Association of Corporate Directors | — | Fellow | Not disclosed | NACD governance credentials |
Board Governance
- Committee assignments: Member, Nominating and Governance Committee; current members are Cesar Alvarez (Chair), Vinita Gupta, and Nancy Howell Agee. The committee met one time in 2024 with responsibilities spanning board composition, director qualifications, ESG policy review, and committee structure/effectiveness.
- Independence: The Board affirmatively determined Agee is independent under Nasdaq/NYSE and company guidelines; only Randal Kirk (Executive Chairman) and CEO Dr. Sabzevari are non-independent.
- Attendance: The Board held 11 meetings in 2024; each director except Cesar Alvarez attended at least 75% of combined Board/committee meetings. Independent directors meet in executive session at least quarterly.
- Board leadership: James Turley serves as Lead Independent Director; Randal Kirk is Executive Chairman; roles are separated from the CEO.
| Governance Item | Detail | 2024 |
|---|---|---|
| Committee Membership | Nominating & Governance (Member) | 1 meeting |
| Independence | Independent under Nasdaq/NYSE and company standards | Affirmed |
| Board Meetings | Total meetings held | 11 |
| Attendance Threshold | At least 75% for all but Alvarez | Met by Agee (≥75%) |
| Executive Sessions | Independent directors | At least quarterly |
Fixed Compensation
- Program structure (non-employee director policy): Annual Board retainer $50,000; Committee Chair retainer $12,500; Committee Member retainer $6,500; Board Chair retainer $100,000. Directors may elect to receive retainers in common stock; annual RSU grant $125,000 (one-year vest); annual option grant $125,000 (fully vested at grant). New directors receive one-time RSUs $180,000 (one-year vest) and options $180,000 (25% per year).
- 2024 actual for Agee (partial year): Fees earned $25,175; Stock awards $179,900; Option awards $180,000; Total $385,075. All directors elected to receive retainer fees in stock; Agee received 17,605 shares in lieu of cash retainer.
| Element | Amount | Terms |
|---|---|---|
| Annual Board Retainer | $50,000 | Payable in cash or stock; paid in advance |
| Committee Member Retainer | $6,500 | Additional to Board retainer |
| Committee Chair Retainer | $12,500 | Additional to Board retainer |
| Annual RSU Grant | $125,000 | Vests in full at 1-year anniversary |
| Annual Option Grant | $125,000 | Fully vested at grant; FMV strike |
| Initial RSU (New Director) | $180,000 | Vests at 1-year anniversary |
| Initial Options (New Director) | $180,000 | 25% per year over 4 years; FMV strike |
| 2024 Director Compensation (Agee) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $25,175 |
| Stock Awards (RSUs) | $179,900 |
| Option Awards | $180,000 |
| Total | $385,075 |
| Shares Received In Lieu of Cash Retainer | 17,605 |
| Mix Note | Equity comprised ~93% of total (=$179,900+$180,000 vs $385,075) |
Performance Compensation
- Equity award design emphasizes alignment with shareholders; annual options fully vested at grant and RSUs vest after one year. Initial appointment grants feature multi-year vesting for options (25% per year), encouraging continued service. Exercise price is fair market value on grant date. No director-specific performance metrics (e.g., TSR hurdles) are disclosed for directors.
| Equity Award Type | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (2024) | $125,000 policy; Agee $179,900 actual (new director) | 1-year vest | Subject to continued Board service |
| Annual Options (2024) | $125,000 policy; Agee $180,000 actual (new director) | Fully vested at grant; FMV strike | Directors may net exercise; strike = FMV |
| Initial Appointment RSUs | $180,000 | 1-year vest | Granted upon appointment |
| Initial Appointment Options | $180,000 | 25% annually over 4 years; FMV strike | Granted upon appointment |
Other Directorships & Interlocks
| Company | Ticker | Role | Start | Potential Interlock/Notes |
|---|---|---|---|---|
| Atlantic Union Bankshares Corp. | AUB | Director | May 2024 | Banking; no PGEN transactional ties disclosed |
| RGC Resources, Inc. | RGCO | Director | 2011 | Utilities; no PGEN ties disclosed |
| Healthcare Realty Trust Incorporated | HR | Director | 2018 | Healthcare REIT; no PGEN ties disclosed |
Expertise & Qualifications
- Healthcare operating leadership as CEO of a large system (Carilion), with prior COO and President roles.
- Governance credentials (NACD Fellow), and statewide economic/education leadership (Go VA Chair; VFIC Chair; VBHEC Vice Chair; GACRE).
- Academic grounding in nursing with advanced degree and executive education (UVA; Emory; Kellogg).
Equity Ownership
- Ownership guidelines: Non-employee directors must hold shares equal to at least 5x annual cash retainer; five years to comply; includes vested but unexercised options (net-exercised basis); unvested awards excluded; until compliant, must hold 100% of net shares for at least one year post-vesting/exercise. As of Dec 31, 2024, all non-employee directors were in compliance or on track. Anti-hedging policy prohibits hedging/short sales/options; clawback policy adopted June 8, 2023 under Exchange Act Section 10D/Nasdaq 5608.
| Ownership Detail (as of dates noted) | Amount |
|---|---|
| Outright Shares Beneficially Owned (Mar 31, 2025) | 50,076 |
| Right to Acquire (within 60 days, Mar 31, 2025) | 231,057 |
| Total Beneficially Owned (Mar 31, 2025) | 281,133 |
| % of Shares Outstanding (295,135,060 outstanding) | <1% (denoted “*”) |
| RSUs Outstanding (Dec 31, 2024) | 126,760 |
| Stock Options Outstanding (Dec 31, 2024) | 147,540 |
| Shares Received In Lieu of Cash Retainer (2024) | 17,605 |
| Stock Ownership Guideline | ≥5x annual cash retainer |
| Compliance Status (Dec 31, 2024) | In satisfaction or on track (board-wide) |
| Anti-Hedging | Hedging/short sales/options prohibited |
| Clawback Policy | Adopted June 8, 2023 |
Governance Assessment
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Strengths: Independent director with deep healthcare operating experience and multi-board exposure; assigned to Nominating & Governance, enhancing board composition/ESG oversight; high equity-based compensation and retainer taken in stock signal alignment with shareholders.
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Engagement: Board convened 11 times in 2024; Agee met the ≥75% attendance threshold; independent directors hold quarterly executive sessions.
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Alignment mechanisms: Robust director ownership guidelines (5x retainer), mandatory holding requirements until compliance, anti-hedging policy, and a clawback framework support investor confidence.
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Potential risks/RED FLAGS:
- Multiple public company boards (AUB, RGCO, HR) could raise time-commitment concerns in high-intensity periods, though no attendance shortfall disclosed at PGEN.
- Nominating & Governance Committee met only once in 2024; depending on governance demands, limited frequency may constrain committee oversight cadence.
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No related-party transactions, pledging, tax gross-ups (beyond de minimis disability premiums), or option repricing involving directors are disclosed; the company prohibits hedging and option repricing without shareholder approval.