Nancy Vitale
Voyager TherapeuticsAbout Nancy Vitale
Independent director of Voyager Therapeutics (Class III, term expiring at the 2027 annual meeting). Age 54; director since September 2020. Current role: Chief People Officer at Omada Health (since Jan 2022). Education: B.B.A., University of Michigan; M.B.A., Emory (Goizueta). Prior senior HR leadership at Genentech (SVP/CHRO), P&G (Head of HR, Gillette NA Commercial Ops), Cigna (VP HR). Brings deep human capital, compensation, and life sciences operating expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech (Roche) | Chief Human Resources Officer; SVP HR | 2006–2019 | Led HR across major biotech; compensation and talent strategy experience |
| Procter & Gamble (Gillette NA) | Head of Human Resources, NA Commercial Ops | 2004–2006 | Large-cap consumer HR leadership |
| Cigna | Vice President, Human Resources | 2001–2004 | Health services HR leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Omada Health (private) | Chief People Officer | Jan 2022–present | Digital health; operating executive role |
| Partners for Wellbeing (private) | Co‑Founder (prev. Managing Partner) | Jul 2019–present (Managing Partner through Jan 2022) | HR consulting boutique |
| Make‑A‑Wish Foundation (non‑profit) | Director | Jan 2017–Jul 2021 | Non‑profit board experience |
Board Governance
- Status: Independent director (board determined all directors are independent except CEO Alfred Sandrock and Neurocrine designee Jude Onyia) .
- Board leadership: Independent Chairman Michael Higgins; CEO and Chair roles are separated .
- Committees and roles (2024–2025):
- Compensation Committee: Chair (serving as chair since at least 2024; committee independent) .
- Nominating & Corporate Governance Committee: Member (on committee since July 2024) .
- Meetings and attendance:
- Board met 6 times in 2024; directors regularly hold executive sessions; each director attended at least 75% of Board and committee meetings during their service period .
- 2024 committee meetings: Compensation (7), Nominating & Corporate Governance (4) .
- Election support (most recent votes):
- Elected as Class III director at 2024 AGM with 31,262,994 FOR vs. 6,535,067 WITHHOLD; broker non‑votes 8,600,728 (≈82.7% support of votes cast) .
- Say‑on‑pay sentiment (2024 AGM): 35,949,375 FOR / 1,711,367 AGAINST / 137,319 ABSTAIN; strong approval (≈95.5% FOR of votes cast) .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Standard non‑employee director retainer . |
| Compensation Committee – Chair fee (cash) | $12,500 | Chair premium . |
| Nominating & Corporate Governance – member fee (cash) | $5,000 | Member retainer . |
| Total cash (2024 actual) | $57,500 | As reported for Vitale (footnote 10). |
Performance Compensation (Equity) – Structure and 2024 Grant
| Item | Detail |
|---|---|
| 2024 equity grant (reported value) | $144,000 (stock options; grant‑date fair value) . |
| Annual equity policy | 24,000 stock options to each continuing non‑employee director at AGM; vests in full on earlier of 1‑year anniversary or next AGM; granted at FMV . |
| Initial board grant policy | 48,000 stock options at appointment; vests quarterly over 4 years . |
| 2025 Stock Incentive Plan features (governance) | No evergreen; no repricing without stockholder approval; no discount options; no automatic vesting on sale; double‑trigger acceleration upon qualifying termination within 12 months of sale; clawback acceptance required; annual non‑employee director pay cap ($750k; $782.5k Chair) . |
No director‑specific “performance metrics” are used for director equity; awards are time‑based stock options per policy .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Vitale .
- Interlocks/related arrangements: None disclosed for Vitale; Neurocrine holds a board nomination right (Onyia serves) under an investor agreement, but this does not involve Vitale .
Expertise & Qualifications
- Human capital and compensation: Former CHRO/SVP HR at Genentech; senior HR roles at P&G and Cigna. Strong alignment with chairing the Compensation Committee .
- Life sciences operating exposure: 13 years at Genentech; current operator at Omada Health .
- Education: B.B.A. (Michigan); M.B.A. (Emory Goizueta) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Nancy Vitale | 113,000 | <1% | Consists of options to purchase 113,000 shares (see footnote table); percent indicated as less than 1% (footnote 13). |
- Ownership guidelines/pledging: The proxy excerpt does not disclose director stock ownership guidelines or any pledging/hedging by Vitale. Company insider trading policy is in place (prohibits trading on MNPI); clawback policy adopted Oct 2, 2023; equity plan awards subject to clawback acceptance .
Insider Trades (Section 16 filings)
| Date (filed) | Transaction summary | Source |
|---|---|---|
| 2024‑06‑07 | Annual non‑employee director option grant reported on Form 4 (24,000 options consistent with policy) | https://ir.voyagertherapeutics.com/static-files/1de6d73c-7131-40ca-bd43-4ec6cf3cb542 ; https://www.sec.gov/Archives/edgar/data/1640266/0001104659-24-069667-index.html |
| 2025‑06‑04 | Annual non‑employee director option grant reported on Form 4 (24,000 options under 2025 Plan; director policy) | https://ir.voyagertherapeutics.com/static-files/90e8a9d5-8ad3-469d-aab8-8813d10f5943 ; https://www.streetinsider.com/SEC+Filings/Form+4+Voyager+Therapeutics%2C+For%3A+Jun+03+Filed+by%3A+Vitale+Nancy/24899873.html |
Note: Annual director equity grants are determined by board policy; specific Form 4s confirm the annual grant reporting timing around the AGM dates .
Related‑Party Transactions and Conflicts
- Company policy: Audit Committee pre‑approves related party transactions ≥$120k; policy in place since 2015 .
- Disclosures: No related‑party transactions involving Nancy Vitale are disclosed in the “Certain Relationships and Related Party Transactions” section (coverage since Jan 1, 2023). Significant related‑party activity concerns Neurocrine collaborations and stock purchases; unrelated to Vitale .
Say‑on‑Pay & Shareholder Feedback
| Item | Result | Source |
|---|---|---|
| 2024 Say‑on‑Pay (advisory) | 35,949,375 FOR; 1,711,367 AGAINST; 137,319 ABSTAIN (≈95.5% FOR) | |
| 2024 Auditor ratification | 46,278,029 FOR; 72,375 AGAINST; 48,385 ABSTAIN | |
| 2024 Director election (Vitale) | 31,262,994 FOR; 6,535,067 WITHHOLD; 8,600,728 broker non‑votes |
Compensation Committee Analysis (structure and safeguards)
- Composition: Entirely independent directors; Vitale serves as Chair .
- Responsibilities include: setting CEO and executive goals, approving exec comp, overseeing equity plan administration, reviewing director compensation, and assessing consultant independence if engaged .
- Plan governance: 2025 Stock Incentive Plan embeds clawback acceptance, no repricing without stockholder approval, double‑trigger change‑in‑control vesting, and non‑employee director pay caps—favorable to investors .
Governance Assessment
- Positives:
- Independent director with deep HR/compensation expertise chairing the Compensation Committee—strong fit for role .
- Robust equity plan governance: no evergreen, no repricing, director pay cap, double‑trigger CIC—reduces agency risk .
- Strong shareholder support on say‑on‑pay (≈95.5% FOR) suggesting alignment with investor expectations .
- Regular executive sessions; separated Chair/CEO; high attendance standards met in 2024 .
- Watch items:
- Director equity is options, time‑based (not performance‑conditioned); while common for directors, it can incentivize volatility over fundamentals; however, grant sizing is formulaic and capped .
- 2024 director election support for Vitale had meaningful withhold votes (~17.3% of votes cast); continue monitoring future vote trends for sentiment shifts .
- RED FLAGS: None identified specific to Vitale—no related‑party transactions, loans, pledging/hedging, or attendance issues disclosed .
Appendix: Director Compensation (2024) – Company Table Extract
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Nancy Vitale | $57,500 | $144,000 | $201,500 |
Appendix: Non‑Employee Director Cash Retainers (Policy)
| Role | Annual Retainer |
|---|---|
| Board member | $40,000 |
| Board Chair | $72,500 |
| Audit Chair / Member | $16,000 / $8,000 |
| Compensation Chair / Member | $12,500 / $6,000 |
| Science & Tech Chair / Member | $10,000 / $5,000 |
| Nominating & Governance Chair / Member | $10,000 / $5,000 |