Sean P. Nolan
About Sean P. Nolan
Independent director at Ventas, Inc. since 2019; age 57. Current committees: Compensation; Nominating, Governance & Corporate Responsibility. The Board has affirmatively determined he is independent under NYSE standards. Nolan brings ~30 years of life sciences operating experience, including as former CEO of AveXis (sold to Novartis for $8.7B), and currently serves as CEO and Chair of Taysha Gene Therapies (NASDAQ: TSHA). Attendance: all incumbents attended >75% of Board/committee meetings in 2024; Board average attendance was 98% (7 Board meetings held).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AveXis, Inc. (formerly NASDAQ: AVXS) | President & CEO; led growth to global public company; sale to Novartis for $8.7B | 2015–2018 | CEO experience; life sciences scaling and exit track record |
| InterMune, Inc. (formerly NASDAQ: ITMN) | Chief Business Officer | 2013–2015 | Corporate development; biopharma commercialization |
| Reata Pharmaceuticals, Inc. (NASDAQ: RETA) | Chief Commercial Officer | 2011–2012 | Commercial leadership |
| Lundbeck, Inc. (U.S. affiliate of H. Lundbeck A/S) | Chief Commercial Officer & President | 2009–2010 | U.S. operating leadership |
| Neoleukin Therapeutics (now Neurogene, Inc.; NASDAQ: NLTX) | Director | 2019–2020 | Board service (public biotech) |
| Aquinox Pharmaceuticals, Inc. (formerly NASDAQ: AQXP) | Director | 2015–2019 | Board service (public biotech) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taysha Gene Therapies, Inc. (NASDAQ: TSHA) | Chief Executive Officer; Chair of the Board | CEO since 2022; Chair since 2020 | Public company CEO and Chair; gene therapy domain expertise |
| Nolan Capital, LLC | President | Since 2019 | Investment leadership |
| Jaguar Gene Therapy, LLC | Chairman of the Board | Not disclosed | Private board leadership |
| Affinia Therapeutics Inc. | Chairman of the Board | Not disclosed | Private board leadership |
| Encoded Therapeutics, Inc. | Chairman of the Board | Not disclosed | Private board leadership |
| Istari Oncology, Inc. | Chairman of the Board | Not disclosed | Private board leadership |
Board Governance
| Committee | 2024 Meetings | Chair | Nolan’s Role | Independence Notes |
|---|---|---|---|---|
| Compensation Committee | 5 | Roxanne M. Martino | Member; co-signed 2025 Compensation Committee Report | Committee members meet SEC/NYSE independence; non-employee directors per Rule 16b-3 |
| Nominating, Governance & Corporate Responsibility | 6 | Melody C. Barnes | Member | Committee is fully independent (NYSE) |
| Board Attendance & Executive Sessions | Board: 7 meetings | Lead Independent Director chairs exec sessions | All incumbents >75% attendance; average 98% | Independent directors meet in executive session at each regular meeting |
- Independence: Board determined all directors except the CEO are independent (latest review). Nolan is listed as independent.
- Stockholder engagement: Board and IR teams conducted outreach in Spring/Fall 2024 on performance, compensation, governance, sustainability; Board members participated.
- Overboarding policy: Directors who are public company executive officers may serve on no more than two additional public company boards; others may serve on four. Nolan (CEO of TSHA) serves on VTR and TSHA, consistent with policy.
Fixed Compensation
| Component (Non-Employee Director) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $110,000 (effective Oct 1, 2024) | |
| Committee member retainers | Compensation: $20,000; Nominating/Governance: $15,000; Investment: $15,000; Audit: $20,000 | |
| Committee chair retainers | Compensation Chair: $30,000; Nominating/Governance Chair: $25,000; Investment Chair: $20,000; Audit Chair: $35,000 | |
| Excess meeting fees | $1,500 per meeting above thresholds (Board >8; committee >6) | |
| 2024 actual cash paid to Nolan | $145,000 |
Notes:
- Non-employee directors may elect to defer cash retainers into stock units under the Cash Compensation Deferral Program; no deferral listed for Nolan in 2024.
Performance Compensation
| Component | Amount/Terms | Vesting/Performance | Source |
|---|---|---|---|
| Annual equity grant (RSUs) | $185,000 grant date value (effective Oct 1, 2024 program level) | Time-based vest on first anniversary or next annual meeting; directors may defer settlement | |
| 2024 RSU grant (reported value) | $174,958 (Nolan) | Time-based vesting; directors generally entitled to dividends/dividend equivalents | |
| Unvested RSUs at 12/31/2024 (Nolan) | 3,648 units | Time-based; not performance-conditioned | |
| Performance metrics for director pay | None — non-employee director RSUs are time-based; no performance conditions disclosed | N/A |
Additional governance controls:
- Anti-hedging and anti-pledging policy: directors are prohibited from hedging and from pledging/holding in margin accounts; no hedging/pledging by directors in 2024.
- Independent compensation advisor: Semler Brossy retained; committee determined advisor independence; no conflicts of interest.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Taysha Gene Therapies, Inc. (NASDAQ: TSHA) | Public | CEO; Chair | Overboarding policy allows public-company executives to serve on up to two additional boards; Nolan appears compliant. No related-party transactions with Ventas disclosed. |
| Jaguar Gene Therapy; Affinia Therapeutics; Encoded Therapeutics; Istari Oncology | Private | Chair (each) | Private company roles; no related-person transactions disclosed for 2024. |
- Compensation Committee interlocks: None during 2024.
Expertise & Qualifications
- Life Sciences, Research & Innovation; Sales & Marketing; Risk Management; Public Policy & Regulation.
- Executive leadership (CEO), public company compensation oversight, strategic planning, investor perspective (skills matrix).
- Track record scaling and exiting a biotech (AveXis → $8.7B sale to Novartis).
Equity Ownership
| Holder | Beneficial Ownership (as of 3/1/2025) | Percent of Class | Notes |
|---|---|---|---|
| Sean P. Nolan | 17,604 shares | <1% | No stock units settling within 60 days; no options exercisable within 60 days disclosed for Nolan. |
| Unvested RSUs (12/31/2024) | 3,648 units | — | Aggregate unvested/RSUs per director as of 12/31/2024. |
Ownership alignment and policies:
- Director stock ownership guideline: minimum 5× annual cash retainer ($110,000) within five years; all non-employee directors are in compliance (considering transition periods).
- Anti-hedging/pledging: prohibited; none occurred in 2024.
Governance Assessment
Strengths
- Independent director with deep life sciences operating experience aligned to Ventas’s life science, research & innovation platform; current public company CEO/Chair adds sector insight.
- Active on key governance committees (Compensation; Nominating/Governance); committee independence affirmed; co-signatory of Compensation Committee Report.
- Strong engagement/attendance culture at Ventas (98% average; all incumbents >75%); independent director executive sessions each regular meeting.
- Director pay mix emphasizes equity; robust ownership guideline (5× retainer) supports alignment; compliance reported; hedging/pledging prohibited.
- No related-party transactions in 2024; no compensation committee interlocks; independent compensation advisor with no conflicts.
Watch items / potential risks
- Time commitments: Nolan is CEO and Chair of a public company (TSHA) and chairs multiple private biotech boards; while Ventas’s overboarding policy permits up to two additional public boards for public-company executives and Nolan appears compliant, investors may monitor bandwidth given multiple leadership roles.
- Director compensation increases effective Oct 1, 2024 (higher equity grant and certain chair retainers) reflect market benchmarking; continued scrutiny warranted to ensure total director pay remains aligned with workload and shareholder outcomes.
RED FLAGS
- None identified: no hedging/pledging, no related-party transactions, independence affirmed, and attendance thresholds met.