Ramy Farid
Vir BiotechnologyAbout Ramy Farid
Ramy Farid, Ph.D., 60, joined Vir Biotechnology’s Board in May 2024 and is independent. He is President & CEO and a director of Schrödinger, Inc. (public), with prior academic roles (NIH postdoc, UPenn; Assistant Professor, Rutgers) and a Ph.D. in chemistry from Caltech; he has authored over 100 peer‑reviewed publications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schrödinger, Inc. (public) | President & CEO; Director | CEO since 2017; Director since 2012; joined company 2002 | Led >40 research collaborations/JVs; led 2020 IPO |
| Rutgers University | Assistant Professor (Chemistry) | Prior to industry (dates not specified) | Academic research/teaching |
| University of Pennsylvania | NIH Postdoctoral Fellow (Biochemistry & Biophysics) | Prior to Rutgers (dates not specified) | Academic research |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Schrödinger, Inc. | President & CEO; Director | Public | Director since 2012; CEO since 2017 |
| Ajax Therapeutics, Inc. | Director | Private | Since 2019 (collaboration partner of Schrödinger) |
| Structure Therapeutics Inc. | Director | Public | 2019 – June 2024 |
| Morphic Therapeutic Inc. | Director | Public | 2016 – 2019 (acquired by Eli Lilly Aug 2024) |
| Nimbus Therapeutics | Director, co‑founder | Private | 2009 – 2020 |
| Oak Hill Bio Ltd. | Director | Private | 2022 – 2024 |
Board Governance
- Independence: The Board determined all current directors other than the CEO (De Backer) and Dr. Scangos are independent; Dr. Farid is listed as independent. Audit, Compensation, and Nominating committees are 100% independent .
- Committees and 2024 meetings:
| Committee | Membership (Farid) | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Science & Technology | Member | 4 |
- Attendance: The Board met 9 times in 2024; all directors met at least 75% attendance for Board/committees except Mr. Nelsen (thus Farid met the 75% standard) . He also attended the 2024 Annual Meeting as a first‑time director nominee, indicating engagement .
- Chair roles/leadership: None disclosed for Farid (Board Chair is Vicki Sato) .
- Expertise highlighted by Board: Computational/data sciences; CEO/board experience .
Fixed Compensation
- Cash retainers (policy in effect during 2024):
| Element | Amount (Annual) |
|---|---|
| Board service retainer | $50,000 |
| Audit Committee member | $10,000 |
| Science & Technology Committee member | $7,500 |
| Committee chair uplifts | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000; S&T Chair $15,000 (inclusive of member fee) |
- Actual cash fees paid to Farid in 2024 (pro‑rated from May 29, 2024): $39,870 .
Performance Compensation
- 2024 director equity awards (grant‑date fair value; time‑based vesting):
| Metric | RSUs | Stock Options | Total |
|---|---|---|---|
| Farid 2024 grant‑date FV ($) | $161,600 | $244,866 | $406,466 |
| Year‑end 2024 awards outstanding (#) | 16,000 RSUs | 32,000 options | — |
-
Award structures and vesting (policy):
- Initial Grants to new directors (2024 policy): Aggregate value $400,000, split 2:1 options:RSUs; caps of 16,000 options and 8,000 RSUs per Initial Grant; options vest one‑third at 1‑year, remainder monthly over next two years; RSUs vest in three equal annual installments .
- Annual Grants (2024 policy): Aggregate value $400,000, split 2:1 options:RSUs; one‑year cliff vest .
- Exercise price equals FMV at grant; director options have 10‑year term under the policy attached to 2025 proxy .
- Change‑in‑control: Director options and RSUs vest in full upon a change in control under plan terms .
-
2025–2027 policy cap (shareholder settlement): Annual director equity reduced to $385,000, and any new director’s initial equity limited to no more than 2× the annual grant value (caps apply through 2027) .
Note: Director equity is time‑based; no performance metrics are used for director awards per policy disclosures .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock Considerations |
|---|---|---|---|
| Schrödinger, Inc. | Public | CEO & Director | No Vir‑related transactions disclosed in excerpts; independence affirmed by Vir Board |
| Ajax Therapeutics, Inc. | Private | Director | Collaboration partner of Schrödinger (not Vir); no Vir related‑party disclosure in excerpts |
| Structure Therapeutics Inc. | Public | Former Director (to Jun 2024) | None disclosed |
| Morphic Therapeutic Inc. | Public | Former Director (2016–2019) | None disclosed |
| Nimbus Therapeutics | Private | Former Director (co‑founder) | None disclosed |
| Oak Hill Bio Ltd. | Private | Former Director (2022–2024) | None disclosed |
Vir’s related‑person transactions policy requires Nominating & Corporate Governance Committee (or independent Board body) review/approval of any >$120,000 related‑party transactions; policy factors include independence impact and third‑party comparability .
Expertise & Qualifications
- Technical and leadership: Computational/data sciences expertise; led >40 collaborations/JVs; CEO and public company director experience; 100+ publications .
- Education: Ph.D. (Caltech); NIH postdoc (UPenn); academic faculty (Rutgers) .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Outstanding | Notes |
|---|---|---|---|
| Ramy Farid, Ph.D. | 32,000 | <1% | Footnote: consists of shares issuable upon vesting of RSUs and exercise of stock options exercisable within 60 days of April 1, 2025 . |
| Shares outstanding (record date) | 138,063,698 | — | Record date April 1, 2025 |
- Ownership guidelines: Non‑employee directors must hold the lesser of shares equal to 3× cash retainer or 5,000 shares; existing covered individuals have until June 30, 2027; new appointees have five years. Options do not count; vested RSUs and outright shares do count .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy (also bans pledging/other monetization and borrowing against stock) .
Governance Assessment
-
Strengths:
- Independent director with relevant AI/computational drug discovery expertise and current operator perspective (CEO) .
- Service on Audit and Science & Technology committees aligns with skill set; Audit independence reaffirmed; S&T oversight of R&D .
- Attendance threshold met; attended 2024 annual meeting as new nominee .
- Shareholder‑responsive changes to director equity caps via settlement reduce potential for excessive director equity awards (cap $385k) .
- Robust policies: director stock ownership guidelines; prohibition on hedging/pledging .
-
Watch‑items:
- Time commitments: As an active public‑company CEO and multi‑board participant, monitoring bandwidth is prudent; the Board states it evaluates outside commitments and determined nominees can devote necessary time (general statement) .
- Interlocks/conflicts: No related‑party transactions involving Farid are shown in the retrieved excerpts, and independence is affirmed; continue to monitor for any future Vir–Schrödinger business ties given his dual role .
Director Compensation (Detail)
| Name | Fees Earned (Cash) | Stock Awards (FV $) | Option Awards (FV $) | Total |
|---|---|---|---|---|
| Ramy Farid, Ph.D. | $39,870 | $161,600 | $244,866 | $446,336 |
- Outstanding (12/31/2024): 16,000 RSUs; 32,000 options .
- Policy (2024): Board cash retainer $50,000; Audit member $10,000; Science & Tech member $7,500; grants split 2:1 options:RSUs; initial and annual vesting as described above .
Additional Governance Context
- Board independence and leadership: 9/11 independent (moving to 8/9 post‑meeting), independent Chair, executive sessions, annual self‑assessments .
- Clawbacks: Multiple clawback policies (including Dodd‑Frank‑compliant) for executives provide breadth of recoupment; while executive‑focused, they signal governance rigor .
RED FLAGS: None specific to Dr. Farid disclosed in the retrieved proxy excerpts. Continue monitoring for (i) any Vir–Schrödinger transactions (related‑party), (ii) overboarding/time‑commitment concerns, and (iii) any deviations from the new director equity cap stemming from the shareholder settlement .