Noreen Henig
About Noreen Henig
Noreen Henig, M.D., is an independent Class III director (term expiring at the 2026 annual meeting) who has served on the Board since August 2019; she is 60 years old and brings deep clinical development expertise in pulmonary, critical care, allergy and immunology, with prior senior roles at Gilead, ProQR, Breath Therapeutics, and Kezar Life Sciences, and current CEO experience at Mobile Applications for Connected Health . Dr. Henig holds an M.D. with distinction in immunology from Albert Einstein College of Medicine and a B.A. from Yale University; she trained in internal medicine at UCSF and in pulmonary/critical care at the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kezar Life Sciences, Inc. | Chief Medical Officer | May 2020 – Oct 2023 | Led clinical development; biotech CMO experience informs RNA’s clinical oversight . |
| Breath Therapeutics GmbH (now Zambon SpA) | Chief Medical Officer | Jul 2018 – Mar 2020 | Oversaw clinical programs through acquisition by Zambon . |
| ProQR Therapeutics N.V. | Chief Development Officer | Mar 2014 – Nov 2017 | Oversaw preclinical and clinical drug development . |
| Gilead Sciences, Inc. | Senior Director, Global Respiratory; previously Director, Respiratory Therapeutics | 2011 – 2014; 2008 – 2011 | Respiratory therapeutic area leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mobile Applications for Connected Health (private) | Chief Executive Officer | Current | Digital health leadership; informs technology-enabled clinical perspectives . |
| Various private biotechnology companies | Consultant | Current | Advisory/consulting; potential broad industry network . |
| Lazard Growth Acquisition Corp. I (public) | Director | Feb 2021 – Feb 2023 | SPAC board service; capital markets exposure . |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class III; term to expire at the 2026 annual meeting . |
| Independence | Independent under Nasdaq rules . |
| Committees | Chair, Nominating & Corporate Governance; Member, Audit . |
| Attendance (FY2024) | Each director attended at least 75% of Board and relevant committee meetings; Board met 4 times in 2024 . |
| Risk/conflict oversight context | Nominating & Corporate Governance Committee manages risks related to independence, disclosure practices, and potential conflicts; Audit oversees financial risk; HCM assesses comp risk . |
| Insider trading and restrictions | Company policy prohibits hedging and pledging by directors . |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Cash retainer actually paid to Dr. Henig (Fees Earned or Paid in Cash) | 55,500 | Per 2024 Director Compensation table . |
| Policy rates applicable in 2024 (for context) | Board annual retainer (non-Chair): 40,000; Audit member: 7,500; Nominating & Corporate Governance Chair: 8,000 . | |
| Illustrative cash mix vs. role (Board + Audit member + NCG Chair) | 55,500 | 40,000 + 7,500 + 8,000 = 55,500 (matches actual) . |
| Updated cash retainers effective Apr 2025 | Board (non-Chair): 50,000; Audit Chair: 20,000; HCM Chair: 15,000; NCG Chair: 10,000; Audit member: 10,000; HCM member: 7,500; NCG member: 5,000 . |
Performance Compensation
| Element | Grant Policy/Value | Vesting Mechanism | Performance Metrics (if any) |
|---|---|---|---|
| 2024 Annual Director Option Award (program) | Target 27,500 options (subject to $375,000 grant-date value cap; grants reduced in June 2024 due to cap) | Vests on the earlier of 1 year from grant date or next annual meeting; continued service required . | None disclosed (time-based) . |
| Dr. Henig – 2024 Option Award (reported value) | $374,989 (grant-date fair value under ASC 718) | As per program above (time-based vesting) . | None disclosed (time-based) . |
| Initial Director Option Grant (pre-2025 program) | 55,000 options at appointment (cap $750,000 value) | Monthly over 3 years; continued service required . | None disclosed (time-based) . |
| 2025 NED Program – Annual Equity Mix | Option with $225,000 value + RSUs with $225,000 value each annual meeting | Vest on first anniversary or next annual meeting (RSUs time-based); options per Black-Scholes valuation; continued service required . | None disclosed (time-based) . |
| 2025 NED Program – Initial Equity Mix | Option with $375,000 value + RSUs with $375,000 value at appointment | Options vest monthly over 3 years; RSUs vest annually over 3 years; continued service required . | None disclosed (time-based) . |
| Change-of-Control Treatment (directors) | All director equity awards vest upon a change of control (single trigger for directors) | Accelerated vesting upon CoC as defined in the 2020 Plan . | Not performance-based . |
Other Directorships & Interlocks
| Company | Role | Timeframe | Notes |
|---|---|---|---|
| Lazard Growth Acquisition Corp. I | Director | Feb 2021 – Feb 2023 | Prior public company directorship (SPAC) . |
Expertise & Qualifications
- Clinical specialties: pulmonary, critical care, allergy, immunology; extensive drug development and clinical trial leadership across biopharma stages .
- Education: M.D. (distinction in immunology), Albert Einstein College of Medicine; B.A., Yale University; Internal Medicine (UCSF); Pulmonary/Critical Care (University of Washington) .
- Board qualifications: drug development/clinical trials experience cited by the Board as rationale for service .
Equity Ownership
| Measure | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (Dr. Henig) | 93,346 shares | Apr 17, 2025 | Less than 1% of outstanding . |
| % of shares outstanding | <1% | Apr 17, 2025 | Based on 120,520,928 shares outstanding . |
| Composition detail (60-day window) | 93,346 options exercisable within 60 days | Apr 17, 2025 | Footnote (16): beneficial ownership includes exercisable options; implies no reported common shares . |
| Director option awards outstanding (12/31/2024) | 93,346 options | Dec 31, 2024 | Aggregate options outstanding for Dr. Henig . |
| Hedging/Pledging | Prohibited for directors | Policy | Insider Trading Policy bans hedging and pledging . |
Governance Assessment
- Committee leadership and expertise: Dr. Henig chairs Nominating & Corporate Governance and serves on Audit; independence affirmed; committee compositions are fully independent, and Audit members meet Rule 10A‑3 independence requirements—supportive of board effectiveness .
- Engagement: Board met four times in 2024 and each director attended at least 75% of Board and committee meetings—meets baseline expectations (no individual shortfall disclosed) .
- Pay design and trends: 2024 compensation consisted of $55,500 cash and a $374,989 option award; in 2025, director pay was increased and equity shifted to a mix of options and RSUs with time-based vesting—clearer value alignment but not performance-contingent .
- Ownership alignment: Dr. Henig’s reported beneficial ownership consists of options exercisable within 60 days; company prohibits hedging/pledging—alignment via equity exposure but limited direct share ownership disclosed .
- Conflicts/related parties: Proxy discloses significant transactions with large holders (e.g., 2024 PIPE; BMS collaboration/equity) but does not identify any related-person transactions involving Dr. Henig; a Board policy requires Audit Committee review of related-person transactions .
RED FLAGS / Investor considerations
- Director equity awards fully accelerate on change of control (single-trigger for directors). While common in director programs, investors may assess whether this could influence deal dynamics .
- Consulting to private biotech companies is disclosed; no related-person transactions involving Dr. Henig are reported, but continued monitoring for potential conflicts is prudent .
Appendix: Director Compensation Detail (FY2024, as reported)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Henig) | 55,500 |
| Option Awards (grant-date fair value) | 374,989 |
| Total | 430,489 |
Citations