Janet Napolitano

About Janet Napolitano

Independent director of Vir Biotechnology since August 2020; age 67. Former U.S. Secretary of Homeland Security, Governor of Arizona, and President of the University of California; currently Professor of Public Policy and Founder/Faculty Director, Center for Security in Politics at UC Berkeley. Education: B.S. in political science (summa cum laude), Santa Clara University; J.D., University of Virginia School of Law .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all current directors other than Drs. De Backer and Scangos are independent; Napolitano is independent .
• Committee assignments (2024): Compensation Committee member; Nominating and Corporate Governance Committee member .
• Attendance: The Board met nine times in 2024; all directors attended ≥75% of Board/committee meetings except Mr. Nelsen (Napolitano met the ≥75% threshold) .
• Board leadership: Independent Chair (Dr. Vicki Sato); independent directors meet in executive sessions .
• Other boards guideline: Non-employee directors should generally serve on no more than four other public company boards; audit committee members should generally serve on no more than two other public boards. Napolitano is not on the Audit Committee and holds two public company directorships, within guidelines .

Fixed Compensation

Performance Compensation

• 2024 Annual Grants structure: Continuing directors received options and RSUs with a fixed 2:1 share ratio (options:RSUs), vesting in full one year from grant; share caps of 16,000 options and 8,000 RSUs; options priced at fair market value on grant date; vesting fully upon change in control .
• Option terms: Nonstatutory options; exercise price equals 100% of fair market value; 10-year term; time-based vesting .
• Policy revision (settlement-driven) effective Jan 1, 2025: Annual equity capped at $385,000 for 2025–2027; initial grants for new directors capped at two times the annual grant value and subject to 2:1 option/RSU share ratio; additional awards pro-rated based on months since prior annual meeting; change-in-control accelerates vesting .
• 2020 award forfeiture (settlement compliance): On July 15, 2024, Napolitano voluntarily forfeited 7,005 option shares from 2020 grants to align with agreed caps .

Other Directorships & Interlocks

• Related-person transactions: The proxy states Compensation Committee members (including Napolitano) had no relationships or transactions requiring Item 404 disclosure in 2024 .
• Related-party review: VIR maintains formal related person transactions policy with Nominating & Corporate Governance Committee oversight .

Expertise & Qualifications

• Board’s rationale: Qualified due to extensive leadership experience running large research institutions and numerous elected government positions .
• Skills relevance: Governance and policy oversight aligned with Board’s skills framework; Board conducts bi-annual self-assessments and maintains strong governance policies .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold shares equal to the lesser of three times the cash retainer or 5,000 shares; covered individuals on initial adoption have until June 30, 2027 to comply; guidelines count outright shares and vested RSUs, not options .
• Hedging/pledging: Prohibited for directors under VIR’s Insider Trading Policy .

Governance Assessment

• Strengths

  • Independent director with meaningful public policy leadership; sits on key governance committees (Compensation; Nominating & Corporate Governance), supporting board effectiveness .
  • Attendance at or above 75% threshold in a year with elevated meeting cadence; positive engagement signal .
  • No Item 404 related-party transactions; Compensation Committee independence affirmed .
  • Director equity structured with at-risk components (options) and time-based RSUs; clear vesting and change-in-control terms; 2025–2027 equity cap reflects responsiveness to shareholder settlement .
  • Anti-hedging/pledging policy and formal ownership guidelines enhance alignment .

• Watch items

  • Multiple external public boards (Zoom, Fortinet) increase time commitments; currently within VIR’s board service guidelines and not on Audit Committee where stricter limits apply .
  • Equity holdings primarily options/RSUs; compliance status with ownership guidelines not disclosed; monitor progress toward June 30, 2027 timeline .

• Investor sentiment

  • 2024 say-on-pay support of approximately 79% indicates moderate shareholder approval; continued engagement and disclosure enhancements noted .

• RED FLAGS

  • None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricing. 2020 option forfeitures were settlement-compliant adjustments, not repricings .