Stephen R. Biggar
ACADIA PHARMACEUTICALSAbout Stephen R. Biggar
Stephen R. Biggar, M.D., Ph.D., age 54, has served as a director of ACADIA Pharmaceuticals since January 2013 and as independent Chair of the Board since June 2016. He is a Partner at Baker Bros. Advisors LP (joined in 2000), and holds an M.D. and Ph.D. in immunology from Stanford University and a B.S. in genetics from the University of Rochester, bringing deep scientific and industry investing expertise to ACAD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | 2000–present | Life sciences-focused investing; representative of Funds at ACAD |
| Vivelix Pharmaceuticals Corp. | Director (past 5 years) | Not disclosed | Not disclosed |
| Neurogene, Inc. | Director (past 5 years) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals, Ltd. (public) | Director | Current | Not disclosed |
| TScan Therapeutics, Inc. (public) | Director | Current | Not disclosed |
| Notch Therapeutics, Inc. (private) | Director | Current | Not disclosed |
| University of Rochester | Board of Trustees | Current | Not disclosed |
Board Governance
- Independence and leadership: The Board determined all directors (except the CEO) are independent under Nasdaq rules; ACAD maintains an independent, non-executive Chair role held by Dr. Biggar, who presides over executive sessions of independent directors at least quarterly .
- Committee assignments (2024): Compensation Committee Chair; Scientific Advisory Committee member. Committee meetings held in 2024: Audit (4), Compensation (4), NCG (1), Scientific Advisory (6) .
- Committee assignments (2023): Compensation Committee Chair; NCG Committee member; Scientific Advisory Committee member .
- Attendance: The Board met 16 times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Risk oversight: Committee chairs report material risk exposures; Compensation Committee oversees compensation risk; Audit oversees financial and cybersecurity risks; NCG oversees independence and conflicts .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board retainer ($) | $50,000 | — |
| Chair of the Board retainer ($) | $30,000 | — |
| Compensation Committee Chair retainer ($) | $20,000 | — |
| NCG Committee member retainer ($) | $5,000 | — |
| Scientific Advisory Committee member retainer ($) | $10,000 | — |
| Total cash fees ($) | $115,000 | $110,000 |
Notes:
- The 2023 cash retainer components sum to the disclosed $115,000. The 2024 proxy discloses total cash fees for Dr. Biggar of $110,000; component breakdown for 2024 not separately disclosed .
Performance Compensation
| Equity Award Detail | 2024 Stock Options | 2024 RSUs |
|---|---|---|
| Grant date | May 29, 2024 | May 29, 2024 |
| Number of shares/units | 15,959 | 9,387 |
| Exercise price | $14.62 | N/A |
| Grant date fair value ($) | $138,894 | $137,238 |
| Vesting terms | Vests quarterly over one year; final tranche by next annual meeting | Vests in full within one year or at next annual meeting |
| Outstanding at 12/31/2024 | 130,088 options | 9,387 RSUs |
Additional director equity policy:
- Annual director equity grants are dollar-denominated, targeting $150,000 options + $150,000 RSUs; new directors receive similar inducement awards with two-year vesting .
- Director stock ownership guidelines: 5× regular annual cash retainer ($50,000); counts owned shares and unvested time-based RSUs; all non-employee directors were in compliance or had time remaining to achieve at 12/31/2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee composition (2024) | Biggar (Chair), Daly, Garofalo; all independent; authority to engage external advisors; meets several times per year and in executive session . |
| Compensation Committee interlocks | No interlocks; no executives served on other entities’ boards/comp committees with reciprocal relationships during the last fiscal year . |
| Major shareholder link | Baker Bros. Advisors LP beneficially owned ~25.9% of shares; Dr. Biggar is an employee and serves as a representative of the Funds on ACAD’s Board . |
Expertise & Qualifications
- Scientific credentials: M.D. and Ph.D. in immunology; demonstrated expertise in biopharmaceutical R&D and scientific oversight (Scientific Advisory Committee member) .
- Industry and financial acumen: Partner at Baker Bros. Advisors LP with long-running life sciences investment experience; multiple public company board roles in biopharma .
- Governance: Independent Chair; Compensation Committee Chair; prior NCG Committee member; signatory of Compensation Committee Report .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 43,233,988 | 25.9% of shares outstanding (as of Feb 15, 2025) . |
| Direct shares held from director awards | 27,500 | Shares from option exercises for board service . |
| RSU shares held from director awards | 24,654 | Shares from RSU vesting for board service . |
| Options exercisable within 60 days | 126,098 | Counted in beneficial ownership per SEC rules . |
| Outstanding (all) options at 12/31/2024 | 130,088 | As of year-end . |
| Outstanding (unvested) RSUs at 12/31/2024 | 9,387 | As of year-end . |
| Director ownership guideline | 5× annual cash retainer ($50,000) | Compliance for all non-employee directors or time remaining . |
Important ownership footnotes and governance implications:
- Baker Bros. Advisors LP and associated entities have voting and investment discretion over Funds’ holdings; Dr. Biggar is an employee and representative of the Funds. He and Baker principals may be deemed to have indirect pecuniary interests through their roles; however, Biggar disclaims beneficial ownership of Fund-held securities. Additionally, pursuant to an agreement with the Adviser, he disclaims beneficial ownership of stock options, RSUs, and any common shares received for services he performs as an employee of the Adviser (the Adviser retains voting/dispositive power over such awards). These policies centralize voting/dispositive control with the Adviser over securities related to Biggar’s board service .
Governance Assessment
- Board effectiveness: Biggar’s combined scientific expertise and investor experience strengthen oversight of R&D and compensation design; his role as independent Chair supports objective evaluation of management and agenda-setting for executive sessions .
- Independence and attendance: Board-designated independent; attended at least the 75% threshold, with active leadership across Compensation and Scientific Advisory Committees; Board met 16 times in 2024 .
- Compensation governance: As Compensation Committee Chair, Biggar co-authors the Committee’s report; the Committee is independent, authorized to engage external advisors, and meets regularly in executive session—a positive governance feature .
- Ownership alignment: Director equity grants in both options and RSUs, plus 5× cash retainer ownership guidelines with retention requirements, indicate alignment; Biggar holds options and RSU-derived shares from board service (subject to Adviser policies) .
- Potential conflicts / RED FLAGS:
- Major shareholder representation: Biggar is a Baker Bros employee and Board representative while Baker Bros beneficially owns ~25.9% of ACAD—this concentration can raise perceived influence risks over strategic and compensation decisions, even with Nasdaq independence designation .
- Adviser control over director compensation securities: The Adviser’s voting/dispositive power over options/RSUs and resulting shares awarded to Biggar may create optics of external control over director-held equity; however, disclosures are transparent and independence is affirmed by the Board .
Net view for investors: Governance structures (independent Chair, executive sessions, committee independence) largely mitigate conflict risk, but the Baker Bros stake and representation warrant continued monitoring of compensation decisions, related-person review processes, and any transactions involving significant shareholders.
Director Compensation (2024 summary)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Option Awards (grant-date fair value) | $138,894 |
| Stock Awards (grant-date fair value) | $137,238 |
| Total | $386,132 |
Equity award details: Options (15,959 @ $14.62, 5/29/2024) and RSUs (9,387, 5/29/2024); options vest quarterly over one year; RSUs vest within one year or at next annual meeting .
Compensation Committee Analysis
- Composition: Biggar (Chair), Daly, Garofalo; each independent under Nasdaq .
- Mandate and practices: Reviews and approves compensation for executives and non-employee directors; sets performance goals aligned to long-term strategy; empowered to hire external advisors; meets several times per year, including executive sessions; CEO excluded from deliberations on her own pay .
- Risk oversight: Compensation program designed not to encourage excessive risk-taking; Committee conducts a compensation risk assessment annually .
Related Party and Conflicts Framework
- Related-person transactions: Audit Committee charter requires review/approval of related-person transactions >$120,000; directors are indemnified; D&O insurance in place .
- Independence determinations: NCG Committee and the Board review relationships/transactions when affirming director independence; independent directors meet quarterly in executive sessions .