Fouad Namouni
About Fouad Namouni
Independent director at Vor Biopharma since April 2024; age 56. Currently President, Research & Development at Blueprint Medicines (since September 2020), with 20+ years of oncology drug development experience from senior roles at Bristol Myers Squibb (Head of Oncology Development; prior leadership for OPDIVO and YERVOY; Head of Global Medical Affairs). Medical training in pediatrics/oncology (Université Rene Descartes; Université Paris-Sud) and M.D. from University of Annaba. Tenure on VOR’s board began in 2024 and he is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP & Head of Oncology Development; Head of Development for OPDIVO/YERVOY; Head of Global Medical Affairs | 2011–2020 (roles spanning 2011–2020) | Led immuno-oncology portfolio development; global medical affairs leadership |
| Aprea Therapeutics | Director | Jun 2020–May 2022 | Board service at public biotech |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Blueprint Medicines (public) | President, Research & Development | Sep 2020 | Global biopharma; oncology focus |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not a chair. Audit Committee chaired by Daniella Beckman; Compensation Committee chaired by Sven (Bill) Lundberg; Nominating & Corporate Governance Committee chaired by Joshua Resnick .
- Independence: Board determined all directors other than the then-CEO to be independent; Namouni is independent .
- Attendance: Board met 5 times in 2024; Namouni attended 2 of the 3 board meetings held after his May 2024 appointment. Committees met as follows in 2024: Audit (4), Compensation (2), Nominating & Corporate Governance (0) .
- Board leadership and executive sessions: Independent Chair (Matthew Patterson). Independent directors meet in executive session at least twice per year per corporate governance guidelines .
- Insider trading and alignment controls: Policy prohibits short sales, hedging, and pledging of company stock by directors/officers/employees .
Fixed Compensation
| Item (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | 29,495 | Pro-rated annual retainer and committee fees from May 2024 onboarding |
| Option awards (grant-date fair value) | 111,000 | Director equity grants under policy; 60,000 initial option + annual program |
| Total | 140,495 | Sum of cash and option award fair value |
Director compensation policy (structure):
- Annual cash retainer: $40,000; Chair of Board: +$30,000; Audit/Comp/Nominating committee member retainers: $7,500/$5,000/$4,000; chair retainers: $15,000/$10,000/$8,000 .
- Equity: Initial option to purchase 60,000 shares at appointment (36 monthly vesting); annual option to purchase 30,000 shares at each annual meeting (vest on earlier of next annual meeting or first anniversary). Options accelerate upon change-in-control; 10-year term .
Performance Compensation
- No director performance-based cash or equity metrics disclosed (director equity grants are service-based, not tied to revenue/EBITDA/TSR/ESG goals) .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Blueprint Medicines | President, R&D | Current | Executive role; not disclosed as a VOR related-party transaction – |
| Aprea Therapeutics | Director | Prior (Jun 2020–May 2022) | Public biotech board service |
No disclosed related-party transactions involving Namouni at VOR; disclosed related-party transactions involve RA Capital and Reprogrammed Interchange (Reid Hoffman) with other directors, not Namouni –.
Expertise & Qualifications
- Deep oncology and immuno-oncology development leadership (OPDIVO/YERVOY), portfolio strategy, and clinical development governance .
- Clinical background as pediatric oncologist; advanced pharmacology training .
- Public company leadership experience (Blueprint Medicines; prior board at Aprea) .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Composition |
|---|---|---|
| March 1, 2025 | 18,333 | Options exercisable within 60 days counted in beneficial total |
| July 18, 2025 | 56,666 | Entirely options exercisable within 60 days; no common listed in footnote |
Additional equity details:
- Outstanding director options as of December 31, 2024: 90,000 (reflecting initial and annual grants under policy) .
- Hedging/pledging: Prohibited by Insider Trading Policy (alignment safeguard) .
Governance Assessment
- Strengths: Independent director with extensive oncology R&D leadership and clinical background; sits on Nominating & Corporate Governance (fit-for-purpose for board composition/independence oversight); strong alignment via standard director equity grants; insider trading policy prohibits hedging/pledging .
- Watch items: 2024 attendance was 2 of 3 board meetings post-appointment (partial-year onboarding), below perfect attendance but committee did not meet in 2024; ensure sustained engagement as committee activity increases .
- Conflicts: No related-party transactions disclosed for Namouni; concurrent executive role at Blueprint Medicines noted, but board independence affirmed and no transactions disclosed between VOR and Blueprint –.
- Compensation mix: Equity dominates 2024 director compensation given initial grant; consistent with VOR’s non-employee director policy and standard biotech practices; no performance-based metrics tied to director pay (reduces pay-for-performance signaling but standard for board roles) .