Cato T. Laurencin
AlkermesAbout Cato T. Laurencin
Independent director of Alkermes plc since November 2021; age 66 as of April 1, 2025. Serves on the Nominating & Corporate Governance Committee. University Professor at UConn with leadership roles across Orthopaedic Surgery and engineering disciplines; NACD Directorship Certified; knighted as Knight Commander of the Order of St. Lucia in March 2025; degrees from Princeton (BSE), MIT (PhD), and Harvard Medical School (MD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Connecticut | Vice President for Health Affairs; Dean, School of Medicine | Formerly (dates not disclosed) | Senior academic and health system leadership |
| University of Virginia Health System | Orthopaedic Surgeon-in-Chief | Formerly (dates not disclosed) | Led surgical services |
| U.S. FDA | Device Panel Member; National Science Advisory Board Member | Formerly (dates not disclosed) | Regulatory advisory service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Connecticut | University Professor; Albert & Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery; Professor of Chemical & Biomolecular Engineering, Materials Science & Engineering, Biomedical Engineering | Current | CEO of The Cato T. Laurencin Institute for Regenerative Engineering |
| MiMedx Group, Inc. (Nasdaq: MDXG) | Director | Since Nov 2020 | Current public-company directorship (outside board count: 1) |
| NACD | Directorship Certified | Current | Governance credential |
Note: Appointed to ALKS Board in Nov 2021 in connection with an agreement between Alkermes and Sarissa Capital Offshore Master Fund LP .
Board Governance
- Committee assignment: Nominating & Corporate Governance Committee (member); committee independence 100%; 4 meetings in 2024; responsibilities include board composition/refreshment, conflicts oversight, succession planning, sustainability oversight, and shareholder engagement .
- Independence: Board determined all directors except the CEO are independent; no family relationships among directors or executive officers .
- Attendance & engagement: In 2024, each director attended at least 75% of aggregate Board and committee meetings during their service; Board held four regularly scheduled meetings and independent director executive sessions after each .
- Overboarding policy: Non-employee directors limited to max three outside public boards in addition to ALKS; all directors were compliant throughout 2024 (Laurencin serves on one) .
- Lead Independent Director framework and executive sessions support independent oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | $74,000 | Includes first five regular meetings; $3,500 per additional regular meeting beyond five |
| Nominating & Corporate Governance Committee Member Retainer | $12,000 | Chair retainer $20,000; increases of $2,000 approved in May 2024 |
| Equity – Annual Grant Target Value | $375,000 | Unchanged since 2018; mix 50% RSUs / 50% options; directors receive only Annual Grant each year (plus prorated/New Director grant when joining) |
| Equity – New Director Grant Target Value | $562,500 | Vests in three equal annual installments |
2024 director compensation (Laurencin):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 85,170 | 187,504 | 187,490 | 460,164 |
2024 equity grant details (standard Annual Grant for non-employee directors):
| Grant Date | Instrument | Shares | Grant-Date Fair Value Basis |
|---|---|---|---|
| May 31, 2024 | RSUs | 8,013 | $23.40 per share |
| May 31, 2024 | Stock Options | 17,492 | $10.72 per option (ASC 718) |
| Vesting | RSUs: 100% at 1-year; Options: 100% at 1-year | — | Annual Grants & Pro-Rata Annual Grants vest fully at 1-year; since May 2024, director awards accelerate upon death or permanent disability |
Performance Compensation
- Non-employee director compensation does not include performance-linked metrics; equity awards are time-vested RSUs and stock options per policy (no performance-based vesting disclosed for directors) .
| Performance Metric | Weighting / Target | Status |
|---|---|---|
| Performance-based director metrics | n/a | Not used; director equity is time-vested |
Other Directorships & Interlocks
| Company | Role | Start | Notes |
|---|---|---|---|
| MiMedx Group, Inc. (Nasdaq: MDXG) | Director | Nov 2020 | Only outside public board listed for Laurencin |
| Alkermes plc | Director | Nov 2021 | Appointment linked to Sarissa Capital agreement |
Related-party and interlock review: Company reports no related-person transactions >$120,000 since Jan 1, 2024; conflicts overseen by Audit & Risk and through Code of Conduct processes .
Expertise & Qualifications
- Deep medical/scientific expertise; practicing physician background in orthopaedics; leadership of large academic health systems; multi-disciplinary engineering expertise; regulatory advisory experience (FDA panels) .
- NACD Directorship Certified; knighthood demonstrates recognized leadership and service .
Equity Ownership
| Holder | Issued Ordinary Shares | Ordinary Shares Issuable within 60 Days (Options/RSUs) | Total Beneficial | Percent of Outstanding |
|---|---|---|---|---|
| Cato T. Laurencin | 23,013 | 46,625 | 69,638 | <1% |
Outstanding awards as of Dec 31, 2024:
| Instrument | Shares Outstanding |
|---|---|
| RSUs | 8,013 |
| Stock Options | 64,117 |
Ownership alignment and trading policies:
- Director stock ownership guideline: 3x annual retainer; compliance assessed annually (as of Jan 2, 2025, all directors and officers subject to guidelines were in compliance) .
- Hedging and pledging of company stock prohibited for directors and officers under Insider Trading Policy .
- No pledging disclosed; no related-party transactions reported for Laurencin .
- No delinquent Section 16 filings noted for Laurencin in 2024; only one late Form 4 for an executive (Blair Jackson) due to administrative error .
Governance Assessment
- Strengths: Independent status; service on Nominating & Corporate Governance aligns with his governance/regulatory background; acceptable outside board count under ALKS overboarding policy; attendance expectations met; executive sessions and Lead Independent Director structure support robust oversight; alignment with shareholders via ownership guidelines and prohibition on hedging/pledging .
- Compensation signals: Balanced cash/equity mix with standard director program; equity vests time-based (no pay-for-performance distortion at director level); program reviewed annually against peers; no perquisites; clear conflicts policy .
- Potential red flags: Appointment via activist settlement (Sarissa Capital) merits awareness of shareholder dynamics but no related-party transactions disclosed and independence affirmed; no evidence of overboarding, pledging, or conflicts in 2024 .
- Overall: Profile supports investor confidence in board effectiveness and governance rigor, with strong alignment mechanisms and low conflict risk .