Alan Garber
VERTEX PHARMACEUTICALS INC / MAAbout Alan Garber
Alan M. Garber, M.D., Ph.D., is 69 and has served as an independent director of Vertex since 2017. He is President of Harvard University (since August 2024; previously Interim President) and brings deep expertise in health care policy and economics; he holds an A.B., A.M., and Ph.D. in Economics from Harvard and an M.D. from Stanford . He is independent under Nasdaq rules and is currently a member of the Corporate Governance & Nominating Committee (CGNC) and the Science & Technology (S&T) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Provost; multiple professorships (Medical School, FAS, Kennedy School, T.H. Chan School) | 2011–2024 | Senior academic governance, policy leadership |
| Stanford University | Henry J. Kaiser Jr. Professor; Professor of Medicine; courtesy professorships in Economics, Health Research & Policy, GSB | 1998–2011 | Cross-functional academic leadership, health economics |
| National Bureau of Economic Research | Founding Director, Health Care Program; Research Associate | 19 years (founding director); current associate | Influenced health economics research agenda |
| U.S. Government advisory bodies | Member: NIH National Advisory Council on Aging; CBO Board of Health Advisers; Chair: CMS Medicare Evidence Development & Coverage Advisory Committee | Various | Health policy and coverage advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard University | President | Aug 2024–present | Interim President Jan–Aug 2024 |
| Exelixis, Inc. | Director | 2005–May 2024 | Prior public company board; no current public boards |
| Professional Academies | Member/Fellow: National Academy of Medicine; American Society of Clinical Investigation; Association of American Physicians; AAAS; American College of Physicians; Royal College of Physicians | Ongoing | Scientific and medical leadership recognition |
Board Governance
- Committee assignments: Member, CGNC and S&T .
- Independence: Vertex identifies Garber as independent; nine of eleven nominees are independent; committees comprise independent directors .
- Attendance and engagement: 100% attendance at board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting .
- Years of service: 7 years as of the 2025 proxy summary .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors |
| Committee membership retainer – CGNC | $10,000 | Member fee |
| Committee membership retainer – S&T | $10,000 | Member fee |
| Total fees earned (cash) | $121,854 | Reflects retainer plus committee fees and minor adjustments |
| Meeting fees | Not disclosed | Vertex does not list per-meeting fees |
Performance Compensation
| Grant | Date | Instrument | Shares/Units | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual Non-Employee Director grant | May 1, 2024 | Options (fully vested) | 3,142 | $399.71 | $400,008 |
| Annual equity retainer program | May 1 annually | Choice of options (fully vested), RSUs (12-month vest), or 50/50 mix | Value-based $400,000 | — | Program terms |
Note: Director equity is not tied to financial or operational performance metrics; options vest upon grant and RSUs vest time-based. No PSUs are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Current Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Exelixis, Inc. | Former Director (ended May 2024) | Not disclosed in Vertex proxy | No current public company directorships; none disclosed at Vertex that create interlocks |
Expertise & Qualifications
- Health care economics, medicine, and public policy expertise; senior academic leadership across Harvard and Stanford .
- Recognized by leading academies and societies; extensive advisory roles to U.S. agencies on coverage and policy .
- Supports S&T oversight and CGNC responsibilities (board composition, succession, governance risk) .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Total beneficial ownership (shares) | 36,029 | <1% of 257,080,844 shares outstanding |
| Ownership % of shares outstanding | <1% | As disclosed |
| Options – exercisable | 29,555 | Exercisable within 60 days of Mar 17, 2025 |
| RSUs – vesting within 60 days | 0 | None |
| Deferred stock units | 0 | None |
| Outstanding equity (12/31/2024) | Options 29,555; RSUs 0; DSUs 0 | Director outstanding summary |
| Shares pledged as collateral | Not disclosed | No pledging disclosure specific to Garber |
| Director ownership guidelines | ≥5× annual cash retainer; options excluded | All non-employee directors in compliance as of Mar 17, 2025 |
Governance Assessment
- Board effectiveness: Garber’s dual committee roles (CGNC and S&T) align with his policy and scientific expertise; full attendance in 2024 indicates strong engagement .
- Independence and conflict review: He is classified as independent; no related-party transactions disclosed involving him; audit committee oversees related party transactions and disclosed only a CFO family employment instance in 2024 (not involving Garber) .
- Ownership alignment: Beneficial ownership includes significant exercisable options; compliant with stringent 5× retainer ownership guidelines (which exclude unexercised options), supporting alignment with shareholder interests .
- Compensation structure: Cash retainer plus fixed-value annual equity (options or RSUs) without performance metrics minimizes discretion; 2024 grant fully vested options suggest immediate alignment, though lack of performance-conditioned equity for directors may reduce explicit pay-for-performance linkage .
- Shareholder sentiment context: Vertex’s executive pay program received ~91% support in 2024, indicating broader governance acceptance; while not director-specific, this supports investor confidence in overall compensation oversight frameworks (MDCC/board) .
RED FLAGS
- None disclosed specific to Garber: no attendance issues, no related-party transactions, no pledging or hedging flagged .
- Time-commitment consideration: External presidency role noted; Vertex identifies him as independent and reports full attendance in 2024, mitigating concerns about engagement .
Signals to watch
- Continued service on CGNC (succession, independence) and S&T (R&D oversight) as Vertex expands into gene editing and pain therapeutics may be material to risk oversight quality .
- Any future disclosures about political/public policy engagement processes overseen by the board could intersect with Garber’s external policy prominence; Vertex annually reviews lobbying and public policy at board level .
Director Compensation (Program Reference)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 |
| Committee chair retainer | Audit $30,000; MDCC $25,000; CGNC $25,000; S&T $25,000 |
| Committee membership retainer | Audit $15,000; MDCC $12,500; CGNC $10,000; S&T $10,000 |
| Lead Independent Director retainer | $55,000 (increased from $40,000 in 2H 2024) |
| Annual equity retainer | $400,000 value; choice of fully-vested options, RSUs (12-month vest), or 50/50 mix |
| Deferral | Eligible to defer 50% or 100% of cash/RSU into DSUs, payable upon board exit, change of control, disability/death |
Governance Quality Snapshot
- Committee risk oversight mapping: CGNC (governance, independence, succession); S&T (R&D oversight); Audit (financial, cyber, related party); MDCC (executive comp, incentives, recoupment) .
- Board leadership: Lead Independent Director role established; independent directors hold executive sessions regularly .
- Special meeting rights: Board reduced threshold from 40% to 25% in Feb 2025 after shareholder outreach, signaling responsiveness to investor feedback .