Vicki Sato

About Vicki Sato

Vicki Sato, Ph.D., 76, is Vir Biotechnology’s independent Chair of the Board, a role she has held since December 2016. She previously served as President of Vertex Pharmaceuticals after roles as Chief Scientific Officer and SVP of R&D, and earlier was VP of Research at Biogen; academically, she was a professor at Harvard Business School (2006–2017) and in Harvard’s Department of Molecular and Cell Biology (2005–2015). Dr. Sato holds an A.B. in Biology from Radcliffe College and an A.M. and Ph.D. in Biology from Harvard University, with postdoctoral work at UC Berkeley and Stanford Medical Center. She is independent under Nasdaq standards and serves as Vir’s independent Board Chair, with authority to call and preside over meetings, including those of independent directors .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board determined all current directors other than CEO Dr. De Backer and Dr. Scangos are independent; Dr. Sato is independent and serves as independent Board Chair with authority to call and preside over Board and independent director sessions, set agendas, and shape Board work .
• Committee assignments (2024): Sato served on Nominating & Corporate Governance and Science & Technology; not on Audit or Compensation. 2024 meetings: Audit (6), Compensation (7), Nominating & Corporate Governance (5), Science & Technology (4) .
• Attendance: The Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings for their service period except Mr. Nelsen, indicating Dr. Sato met the 75% threshold .
• Governance practices: Vir highlights robust independent oversight, bi-annual third-party facilitated Board self-assessments, and established strategic and risk oversight functions .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

Other Directorships & Interlocks

• Current public boards: Denali Therapeutics (Chairman since 2016; director since 2015); Allogene Therapeutics (director since 2021) .
• Compensation peer group overlap: Denali Therapeutics is included in Vir’s compensation benchmarking peer groups (2024 and 2025 updates), representing a potential network interlock (not a compensation committee interlock) .
• Compensation Committee interlocks: Not applicable to Dr. Sato (not a member of the Compensation Committee). The Company disclosed no compensation committee interlocks requiring Item 404 disclosure for 2024 .

Expertise & Qualifications

• Deep biopharma R&D and operating leadership (Vertex President; Biogen VP Research) .
• Academic credentials and governance expertise (Harvard MCB professor; HBS professor of management practice) .
• Public company board leadership (Chairman at Denali; multiple prior public boards across biotech and industrials) .
• Policy and science advisory roles (PCAST member 2021–2025; National Academies STL Committee member) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Board Chair with explicit authority to set agendas and preside over independent sessions; separation of Chair and CEO roles enhances oversight .
  • Active committee service aligned to scientific oversight and governance (Nominating & Corporate Governance; Science & Technology) .
  • Attendance: Met 75%+ meeting attendance threshold in a year with elevated meeting cadence; Board met 9 times in 2024 .
  • Shareholder responsiveness: 2025 director equity policy reduced/limited equity awards ($385,000 cap; new-director ≤2x) pursuant to a settlement; signals sensitivity to overboarding/overcompensation concerns .
  • Ownership alignment: Meaningful beneficial ownership (1.2%); no hedging/pledging permitted; director ownership guidelines in place toward 2027 timeline .

• Potential risks/RED FLAGS (monitor)

  • External affiliations: Dr. Sato is a venture partner at ARCH Venture Partners while ARCH-affiliated funds are a 9.4% shareholder in Vir; although not identified as a managing director in ARCH footnotes, this may present a perceived conflict or influence channel; ensure ongoing recusal/oversight where appropriate .
  • Network interlocks: She chairs Denali Therapeutics, which appears in Vir’s compensation peer group; not a regulatory interlock, but peer-group overlap can raise perception risks around benchmarking rigor; continued disclosure and independent comp committee oversight are mitigating .
  • Equity-heavy director pay: Mix includes annual options and RSUs; while in line with biotech norms and now capped, options can incentivize risk-seeking; the 2025 cap and one-year vest mitigate windfalls .

• Other observations

  • Related-party transactions: The “Related Person Transactions” section in the proxy does not identify any Item 404 transactions involving Dr. Sato; Company discloses GSK collaboration amendments as related-party content unrelated to Dr. Sato .
  • Say-on-Pay context: Vir’s 2024 say-on-pay received ~79% support, an important sentiment indicator for governance; the Compensation Committee engaged with investors and adjusted practices and disclosure, which supports overall investor confidence .

Net take: Dr. Sato brings deep sector and governance expertise with an independent leadership profile, strong attendance, and significant aligned ownership. Monitor perceived conflicts given ARCH affiliation and peer-group overlap via Denali, though no Item 404 transactions are disclosed and core mitigations (independence determinations, ownership/hedging policies, board refreshment, equity caps) are in place .