Michael Severino
AvantorAbout Michael Severino
Michael Severino, M.D., age 59, has served on Avantor’s Board since April 2020 and is currently Chair of the Compensation & Human Resources Committee and a member of the Science & Technology Committee . He is Chief Executive Officer of Tessera Therapeutics (since June 2022) and a CEO‑Partner at Flagship Pioneering . Dr. Severino holds an M.D. from Johns Hopkins University, completed residency and fellowship at Massachusetts General Hospital and Harvard Medical School, and earned a B.S. in biochemistry from the University of Maryland . The Board has affirmatively determined he is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Vice Chairman & President; EVP R&D; Chief Scientific Officer | Prior to 2022 (dates not specified) | Led pipeline and R&D strategy |
| Amgen Inc. | SVP Global Development; Chief Medical Officer | Prior to AbbVie (dates not specified) | Led clinical development across therapeutic areas |
| Merck & Co., Inc. | Senior Director (clinical genomics/molecular profiling/experimental medicine) | Prior to Amgen (dates not specified) | Led research programs |
| Field Museum (Chicago) | Director | 2015–2022 | Non‑profit board service |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Tessera Therapeutics | Chief Executive Officer | June 2022 | Also Tessera Board Director; CEO‑Partner at Flagship |
| Viatris Inc. (Nasdaq: VTRS) | Independent Director | May 5, 2025 | Science & Technology Committee member |
| Montai Therapeutics, Inc. | Director | By May 2025 | Flagship portfolio company directorship |
| Quotient Therapeutics, Inc. | Director | By May 2025 | Flagship portfolio company directorship |
Board Governance
- Committee assignments: Chair, Compensation & Human Resources (CHR); Member, Science & Technology (S&T) .
- Independence: Board annually reviewed independence; Severino determined independent under NYSE/company standards (including committee membership) .
- Attendance: Board met five times in 2024; each director attended ≥75% of aggregate Board and committee meetings; same standard achieved in 2023 .
- Executive sessions: Non‑management directors meet in executive session at most Board meetings .
- CHR Committee practices: CHR retains independent consultant FW Cook; oversees CEO/NEO pay, succession planning, benefit plans, and director compensation .
- Shareholder “say‑on‑pay” signal: Support was 93% in 2024 and 87% in 2023, indicating generally positive investor sentiment toward compensation oversight under CHR .
- Related‑party safeguards: Audit & Finance Committee reviews related‑party transactions; Board reviewed overall spending with Tessera Therapeutics (Severino’s employer) and other director‑linked organizations; no related person had or will have a direct or indirect material interest in 2024 or 2023 .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (program terms) | $75,000 | $95,000 | Increased effective Jan 1, 2024 |
| CHR Committee Chair cash retainer (program terms) | $15,000 | $20,000 | Increased effective Jan 1, 2024 |
| Committee member cash retainer (Compensation) | $7,500 | $10,000 | Program terms |
| Annual equity award (program terms) | $200,000 RSUs | $210,000 RSUs | Time‑based vesting |
| Severino – fees earned (cash) | $90,000 | $115,000 | Reflects base retainer + CHR Chair fee |
| Severino – stock awards (grant date fair value) | $199,985 | $209,975 | RSUs under 2019 EIP; Topic 718 |
Performance Compensation
| Element | Structure | Vesting | Amount |
|---|---|---|---|
| Director RSUs (annual) | Time‑based RSUs; no performance metrics | Vest in full on first anniversary; double‑trigger vesting on change‑in‑control | $210,000 grant value in 2024 program terms; Severino award $209,975 |
Directors do not receive PSUs or option awards as part of the non‑employee director program; equity is time‑based RSUs only .
Other Directorships & Interlocks
| Company/Institution | Type | Role/Committee | Potential Interlock/Exposure |
|---|---|---|---|
| Tessera Therapeutics | Private biotech | CEO; Board Director | Board reviewed spending with Tessera; no related person material interest in 2024/2023 |
| Viatris Inc. (VTRS) | Public pharma | Independent Director; S&T Committee | External board seat; information flow; no Avantor‑disclosed transaction linkage |
| Montai Therapeutics | Private | Director | Flagship company; not disclosed by Avantor as related transaction |
| Quotient Therapeutics | Private | Director | Flagship company; not disclosed by Avantor as related transaction |
| Field Museum (Chicago) | Non‑profit | Director (2015–2022) | Civic role |
Expertise & Qualifications
- Deep life‑sciences R&D and corporate strategy experience including senior roles at AbbVie and Amgen; currently biotech CEO .
- Scientific oversight competencies via Avantor’s S&T Committee and prior clinical development leadership .
- Medical and scientific training (M.D. Johns Hopkins; MGH/Harvard residency/fellowship; B.S. biochemistry, University of Maryland) .
Equity Ownership
| Metric | As of 3/4/2024 | As of 3/3/2025 | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 25,166 | 34,974 | SEC beneficial ownership definition |
| Shares outstanding | 678,889,839 | 681,397,790 | Basis for % ownership |
| Ownership % | ~0.0037% (25,166 ÷ 678,889,839) | ~0.0051% (34,974 ÷ 681,397,790) | Computed from cited values |
| Unvested director RSUs | 9,808 (all directors, as of 12/31/2023; Severino held 9,808) | 8,477 (Severino as of 12/31/2024) | Program grants and year‑end status |
| Stock ownership guidelines | 5x base annual cash retainer; compliance within 5 years of service | All non‑employee directors in compliance or within window as of 12/31/2024 | Policy prohibits hedging, short sales, margin accounts, pledging absent pre‑clearance |
Governance Assessment
- Strengths: Independent director; CHR Chair with use of independent consultant (FW Cook); robust clawback and anti‑hedging/pledging policies; regular executive sessions; strong say‑on‑pay approval (93% in 2024; 87% in 2023) .
- Engagement: Board met five times; directors ≥75% attendance; structured shareholder engagement described in proxies .
- Conflicts oversight: Audit & Finance Committee reviews related‑party transactions; Board reviewed overall spending with Tessera and other director‑linked entities; no material related‑party interest disclosed for 2024 or 2023 .
- Workload/interlocks: Serves as a public company director at Viatris while CEO at Tessera; Avantor policy expects executive officers generally serve on no more than two public boards, which aligns with his disclosed public roles (Avantor + Viatris) .
- RED FLAGS: None disclosed regarding related‑party transactions, low attendance, option repricing, pledging/hedging, or tax gross‑ups; director equity is time‑based only, with no underwater option repricings reported .
Notes on Director Compensation Program (structure)
- Cash/equity mix: Annual cash retainer plus annual RSU grant; committee chair/member retainers per committee; RSUs vest in one year; double‑trigger change‑in‑control vesting .
- Deferred equity: Directors may elect deferral of equity awards (5/10 years or termination of Board service), with dividend equivalents on deferred shares .
- Director compensation benchmarking: Reviewed regularly; market‑based program; FW Cook engagement .
Board Effectiveness Signals
- Establishment of Science & Technology Committee in November 2024 enhances oversight of R&D strategies and emerging science/technology; Severino’s participation and CHR leadership support board effectiveness in innovation and human capital .
- Policies include majority voting in uncontested elections with resignation policy, proxy access, prohibitions on hedging/pledging, and robust shareholder rights .