Lisa Bollinger
About Lisa Bollinger
Independent Class II director at Apogee Therapeutics (APGE), appointed May 28, 2024 and nominated for election at the 2025 Annual Meeting to a term expiring in 2028. Age 61; pediatric-trained physician with 30+ years in drug development across FDA, Amgen, and Merck, with deep regulatory and pharmacovigilance expertise. Education: B.S. in Physiology (UC Davis) and M.D. (Uniformed Services University), pediatrics residency at UC Davis Medical Center .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Merck & Co., Inc. (NYSE: MRK) | Vice President, Regulatory Affairs, GRACS (general medicine) | Mar 2021 – May 2024 | Led regulatory strategy and clinical safety for general medicine; senior regulatory leader . |
| Amgen Inc. (Nasdaq: AMGN) | Vice President, Global Patient Safety & Pediatrics; Labeling, GRAAS, R&D | Sep 2018 – Mar 2021; prior roles from Sep 2012 | Leadership across safety, pediatrics, labeling; increasing responsibility over ~9 years . |
| U.S. Food and Drug Administration (FDA) | Associate Director, Office of New Drugs, CDER | Sep 1998 – Jul 2012 | Oversaw pediatric and maternal health staff; broad FDA regulatory experience . |
| National Health Service Corps, USPHS | Staff Pediatrician | Earlier career | Clinical practice background (dates not specified) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uniformed Services University of the Health Sciences | Adjunct Professor of Pediatrics | Not specified | Academic role; numerous publications (no committee roles disclosed) . |
| Public company boards | None disclosed | — | No other public company directorships identified . |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; not a chair .
- Independence: Board determined Bollinger is independent under Nasdaq rules; audit/compensation committee members also meet heightened standards (Bollinger not on those committees) .
- Board/committee activity: Board met 5 times in 2024; each director attended ≥75% of Board and relevant committee meetings; committee meetings in 2024: Audit 4, Compensation 5, Nominating 3 .
- Board structure and investor rights: Classified board; supermajority (66⅔%) to amend charter/bylaws and remove directors; plurality voting for directors; stockholders cannot call special meetings or act by written consent .
- Leadership: Independent Chair (Mark McKenna); independent directors hold executive session at every regular Board meeting .
Fixed Compensation
| Component | Amount | Timing/Eligibility | Notes |
|---|---|---|---|
| Fees Earned (Cash) – FY2024 | $26,110 | Paid in 2024 | Actual cash fees received by Bollinger . |
| Annual Board Retainer (non-Chair) | $40,000 | Policy effective Feb 2024 | Director compensation policy amounts . |
| Committee Member Retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Policy effective Feb 2024 | Per-committee, non-chair retainers . |
| Committee Chair Retainers | Audit $15,000; Compensation $10,000; Nominating $8,000 | Policy effective Feb 2024 | Chair premiums (Bollinger not a chair) . |
| Amended policy (effective post-Annual Mtg, Mar 2025 approval) | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Comp member $7,500; Nominating member $5,000 | Effective as of 2025 Annual Meeting | Increased chair/member fees . |
| Director Compensation Cap | $1,000,000 (appointment year); $750,000 (annually thereafter) | Policy cap | Controls overall director pay . |
Performance Compensation
| Grant Type | Options (#) | Grant-Date Fair Value ($) | Vesting Terms | Notes |
|---|---|---|---|---|
| Initial one-time option grant (upon appointment) | 18,550 | Included in $973,344 total option value for 2024 | Annual vesting over 3 years | Aligned with policy; granted after May 2024 appointment . |
| Annual director option grant (2024) | 8,112 | Included in $973,344 total option value for 2024 | Vests on first anniversary of grant | Annual equity; policy-limit applies . |
| Total option awards (FY2024) | — | $973,344 | — | Aggregate grant-date fair value reported for 2024 . |
- Instruments: Options (no RSUs/PSUs for directors disclosed in 2024) .
- Strike price/expiration: Not disclosed for director grants in proxy; vesting schedules per policy above .
- Performance metrics: None disclosed for director compensation; director equity appears time-based (no TSR/EBITDA/ESG metrics) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No other public company boards listed for Bollinger . |
- Compensation Committee interlocks: Company discloses no executive officer serving on another company’s board/compensation committee with reciprocal relationships; committee advisor Alpine deemed independent, no conflicts .
Expertise & Qualifications
- Pediatric M.D.; decades of regulatory affairs and pharmacovigilance leadership at FDA, Amgen, Merck; brings regulatory strategy, safety oversight, labeling and pediatrics domain expertise .
- Board rationale: Nominating Committee cites regulatory/safety experience as qualification for Board service .
Equity Ownership
| Holder | Voting Common Shares | Non-Voting Common Shares | % Ownership | Voting Power | Notes |
|---|---|---|---|---|---|
| Lisa Bollinger, M.D. | 14,295 | — | <1% | <1% | Includes 14,295 shares underlying options exercisable/vesting within 60 days . |
- Ownership guidelines: Not disclosed for directors in proxy. Anti-hedging policy prohibits short sales, derivatives, and hedging; insider trading policies apply to directors .
- Pledging: No pledging disclosures; anti-hedging policy addresses hedging/derivatives (not pledging) .
Governance Assessment
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Strengths: Independent director; deep FDA/pharma regulatory and safety expertise; sits on Nominating Committee (succession and governance oversight), supporting regulatory rigor and governance process .
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Alignment: Director pay is primarily fixed cash plus time-based options; 2024 equity awards totaled $973,344 fair value and cash fees $26,110, within policy caps; options promote longer-term orientation without short-term performance gaming .
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Engagement: Board met 5 times in 2024; directors (including Bollinger) attended ≥75% of meetings; directors attended 2024 annual meeting; independent directors hold executive sessions each regular meeting .
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Potential conflicts: Company states no Item 404(a) related party transactions for Bollinger; no arrangements or family relationships tied to selection; standard indemnification agreement expected .
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Structural governance risks (board-level): Classified board, supermajority removal/amendments, plurality voting, and limits on special meetings/written consent may dampen investor rights and activism; Bollinger’s role on Nominating Committee places her within governance design discussions .
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RED FLAGS (none specific to Bollinger): No related-party exposure or compensation anomalies disclosed for Bollinger; anti-hedging policy in place; note broader company related-party transactions (e.g., Paragon/Fairmount/Venrock) exist but do not involve Bollinger; Audit Committee reviews related-party transactions under policy .