Norbert Bischofberger
Vir BiotechnologyAbout Norbert Bischofberger
Independent director of Vir Biotechnology since May 2024; age 69. Former President & CEO of Kronos Bio (2018–Dec 2024; continuing as director), and long-tenured EVP R&D/CSO at Gilead Sciences where he oversaw development and approval of >25 medicines for HIV and viral hepatitis and helped scale Gilead from <50 employees to ~10,000 and ~$25B revenue. Ph.D. in organic chemistry (ETH Zurich); postdoctoral research at Syntex and Harvard; elected AAAS Fellow; prior Bayer AG Supervisory Board member (2017–Apr 2024). Background and independence affirmed by Vir’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | EVP R&D and Chief Scientific Officer | 1990–2018 | Led development/approval of >25 medicines; transformed HIV/hepatitis treatment |
| Genentech | Senior Scientist, DNA Synthesis Group | 1986–1990 | Scientific roles in DNA synthesis |
| Kronos Bio | President & CEO; Director | 2018–Dec 2024 (CEO); 2024–present (Director) | Led company; remains on board |
| Bayer AG | Supervisory Board Member | 2017–Apr 2024 | Oversight at global pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kronos Bio | Director | 2024–present | Former CEO |
| MiNA Therapeutics (private) | Director | Mar 2025–present | Small activating RNA therapeutics |
| Rezo Therapeutics (private) | Director | 2021–present | Disease network mapping |
| Morphic Therapeutic | Director (prior) | 2019–Aug 2024 | Company acquired by Eli Lilly in Aug 2024 |
Board Governance
- Independence: Vir’s board determined Bischofberger is independent under Nasdaq standards .
- Committee memberships (2024): Compensation Committee member; Science & Technology Committee member .
- Chair roles: None; Compensation Committee chaired by Robert More; Science & Technology chaired by Elliott Sigal .
- Attendance: Board met 9 times in 2024; all directors met the 75% attendance threshold except Robert Nelsen (Bischofberger not excepted) . First-time nominees (including Bischofberger) attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session; independent Chair structure .
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Cash fees (earned) | $38,670 | Prorated from May 29, 2024 election; includes committee retainers |
| Annual Board retainer | $50,000 | Standard for non-employee directors |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000; Sci & Tech $7,500 | Chair rates: Audit $20,000; Compensation $15,000; Nominating $10,000; Sci & Tech $15,000 |
Performance Compensation
| Equity Award | Grant Value (2024) | Shares | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU grant (on election) | $161,600 | 16,000 RSUs | 3 equal annual installments on 1st, 2nd, 3rd anniversaries of election | Standard initial grants total $400k split 2:1 options:RSUs; RSU cap 8,000 under policy; Bischofberger shows 16,000 RSUs outstanding, reflecting initial + annual grants in 2024 |
| Initial Option grant (on election) | $244,866 | 32,000 options | 1/3 at 1-year; remainder monthly over next 2 years | Exercise price = grant-date fair market value; option cap 16,000 per annual or initial subgrant; options fully vest on change of control per 2019 Plan |
Performance metrics: Vir’s director equity is time-based; no revenue/EBITDA/TSR targets are applied to non-employee director awards. Equity is “at risk” via stock price appreciation; options and RSUs vest per schedules above .
Other Directorships & Interlocks
| Company | Relationship to VIR | Potential Interlock/Conflict Notes |
|---|---|---|
| Kronos Bio | No disclosed transactions with VIR | Independent status affirmed; no Item 404 related-person transactions noted for 2024 Compensation Committee members (which includes Bischofberger) |
| Bayer AG | Vir’s CEO (De Backer) previously at Bayer; Bischofberger previously on Bayer Supervisory Board | Not a disclosed related-person transaction; independence affirmed; monitor for future dealings |
Expertise & Qualifications
- Mid-to-late-stage clinical development leadership and deep scientific credentials; extensive public company executive and board experience .
- Board skills matrix lists Bischofberger as independent; board refresh emphasizes infectious disease/immunology, clinical/regulatory, science/research, and M&A/business development expertise .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Composition |
|---|---|---|---|
| Norbert Bischofberger | 32,000 | <1%* | Shares issuable upon vesting/exercise within 60 days; outstanding options 32,000; RSUs 16,000 |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to the lesser of 3x cash retainer or 5,000 shares; compliance required by June 30, 2027 (or within 5 years of initial election); options excluded from guideline value; vested RSUs count .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of company stock .
- Clawbacks: Multiple clawback policies exceeding Dodd-Frank requirements; recovery procedures in place .
Governance Assessment
- Positive signals:
- Independence, committee service (Compensation; Science & Technology), and ≥75% attendance bolster board effectiveness .
- Robust director compensation policy with balanced cash/equity, standardized vesting, and no meeting fees; ownership guidelines and clawbacks support alignment and accountability .
- Compensation Committee uses independent consultant (Semler Brossy); independence reviewed annually .
- 2024 say-on-pay support of ~79% indicates acceptable shareholder sentiment on pay practices .
- Watch items:
- Historical Bayer ties (Bischofberger as former Supervisory Board member; CEO De Backer previously at Bayer) represent potential information interlocks; no transactions disclosed but monitor future dealings for related-party exposure .
- Director equity is entirely time-based (no performance-conditioned PSUs), consistent with peer biotech practice; continue to assess equity mix as Vir advances toward commercialization .
No Compensation Committee interlocks or Item 404 related-person transactions were disclosed for Bischofberger in 2024; Compensation Committee members (including Bischofberger) were not officers/employees and had no disclosable related-party relationships .
Board composition and independent leadership: independent Chair; independent directors meet in executive session; fully independent Audit, Compensation, and Nominating Committees .
*Represents beneficial ownership of less than 1%.