Vincent Milano
BIOCRYST PHARMACEUTICALSAbout Vincent J. Milano
Independent director of BioCryst Pharmaceuticals, Inc. since 2021; age 61 as of April 14, 2025. He serves on the Audit Committee and is designated an “audit committee financial expert.” Prior roles include President & CEO of Idera Pharmaceuticals (now Aceragen) from December 2014 through his resignation in September 2022, and senior leadership culminating as Chairman, President & CEO at ViroPharma (developer of Cinryze for HAE prior to its sale to Shire in January 2014). He is currently an advisor to Courier Health (since November 2023) and a director at Aclaris Therapeutics; he holds a B.S. in accounting from Rider College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Idera Pharmaceuticals (now Aceragen) | President & Chief Executive Officer | Dec 2014 – Sep 2022 | Post-departure, Aceragen stockholders approved a judicial insolvency in Aug 2023 (asset liquidation for creditors) |
| ViroPharma Incorporated | Chairman, President & CEO (roles of increasing responsibility) | Through Jan 2014 (acquired by Shire Jan 2014) | Successfully developed and launched Cinryze for HAE in US/EU prior to sale |
| KPMG LLP | Senior Manager | Not disclosed | Financial/accounting background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Courier Health, Inc. | Advisor | Since Nov 2023 | Life sciences software advisory |
| Aclaris Therapeutics | Director | Current (date not disclosed) | Public biopharmaceutical board |
| Life Science Cares Philadelphia | Chairman of the Board | Current | Non-profit leadership |
| Aceragen (formerly Idera) | Director (prior) | Prior (dates not disclosed) | — |
| Spark Therapeutics, Inc. | Director (prior) | Prior (dates not disclosed) | — |
| VenatoRx Pharmaceuticals, Inc. | Director (prior) | Prior (dates not disclosed) | — |
| Vanda Pharmaceuticals Inc. | Director (prior) | Prior (dates not disclosed) | — |
Board Governance
- Independence: The Board determined Mr. Milano is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Audit Committee met 8 times in 2024; Milano is designated an “audit committee financial expert” .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings of which they were a member .
- Term and leadership: Director with term expiring at the 2027 annual meeting; Board Chair is independent; executive sessions held at every regularly scheduled Board meeting .
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 77,500 | 42,966 | 227,500 | 347,966 |
-
Retainer framework (2024): Base annual director retainer $45,000; Chair $80,000; committee retainers (member/chair) as below .
| Committee | Member Retainer ($) | Chair Retainer ($) | |---|---:|---:| | Audit | 10,000 | 20,000 | | Compensation | 7,500 | 15,000 | | Commercialization | 7,500 | 15,000 | | Finance | 7,500 | 15,000 | | Science | 7,500 | 15,000 | | Corporate Governance & Nominating | 5,000 | 10,000 | -
Cash-to-stock election: Milano elected to receive 50% of his base retainer in Company shares; 3,151 shares were issued in lieu of $22,500 cash in 2024 .
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 12, 2024 | 6,820 | 42,966 (valued at $6.30 close) | 100% on 12-month anniversary |
| Stock Options (annual director grant) | Jun 12, 2024 | 49,933 | 227,500 | 100% on 12-month anniversary; 10-year term; exercise price = FMV at grant |
- Director equity mix change (policy): Initial director grants $500,000 and annual grants $325,000; mix shifted from 70% options/30% RSUs to 60% options/40% RSUs effective April 21, 2025 .
- No meeting fees; directors may elect to receive stock in lieu of cash retainers .
- Change-of-control treatment: Double-trigger vesting upon change of control if awards assumed; if not assumed, awards fully vest at change of control .
Other Directorships & Interlocks
| Company | Relationship to BCRX | Interlock/Transactions |
|---|---|---|
| Aclaris Therapeutics | External public directorship | No related-party transactions disclosed since Jan 1, 2024 |
| Courier Health | External advisory role | — |
| Life Science Cares Philadelphia | Non-profit chair | — |
| Compensation Committee Interlocks (BCRX) | — | No interlocking relationships with other company boards/comp committees in 2024 |
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep financial reporting and capital markets familiarity .
- CEO track record in rare diseases (ViroPharma; Cinryze for HAE) and commercialization experience; investor/Wall Street experience noted in Board skills matrix and biography .
- Accounting background (B.S., Rider College) supporting financial oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 262,431 (includes derivatives counted per SEC rules) |
| Ownership as % of outstanding | <1% |
| Options exercisable within 60 days | 185,694 |
| RSUs vesting within 60 days | 6,820 |
| Options outstanding (all) | 185,694 |
| Stock ownership guideline (directors) | 3x annual cash retainer; compliance confirmed as of Dec 31, 2024 |
| Hedging/Pledging | Hedging and offsetting transactions prohibited by policy; derivative use requires compliance officer approval |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; active Audit Committee membership; attendance meeting thresholds met; equity-heavy compensation mix and election to take part of retainer in stock support alignment; director compensation capped at $750,000/year by plan; robust stock ownership guidelines with confirmed compliance; clawback policy and double-trigger change-of-control provisions embedded in the plan .
- Signals of investor support: 2024 say-on-pay approval exceeded 95%, reflecting broad support for compensation governance practices (albeit focused on executives) .
- Potential red flags/considerations: Aceragen judicial insolvency post-Milano’s departure could pose reputational risk perception; Board corrected prior RSU miscalculation in director grants via policy amendment (process discipline improved) . No related-party transactions disclosed; compensation committee interlock risks absent .
Overall, Milano brings relevant rare disease commercialization and financial oversight expertise, with observable ownership alignment and independence. No direct conflicts or related-party exposures are disclosed, and committee structure/designations indicate strong board effectiveness in financial oversight .