Richard Mulligan
About Richard C. Mulligan
Richard C. Mulligan, Ph.D., age 70, has served as an independent director of Bausch Health Companies Inc. since May 2022. He is Chair of the Science & Technology Committee and a member of the Nominating & Corporate Governance Committee. Dr. Mulligan earned a Ph.D. in Biochemistry from Stanford University School of Medicine and a B.S. from MIT; he is Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School and a MacArthur Foundation Fellow. He previously held academic appointments at MIT and the Whitehead Institute, and senior roles in biotech and investment firms, bringing deep life sciences and capital markets expertise to BHC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Mallinckrodt Professor of Genetics; Director, Harvard Gene Therapy Initiative | 1996–2013 (Professor); Emeritus thereafter | Internationally recognized academic leader in genetics and gene therapy |
| Massachusetts Institute of Technology (MIT) | Professor of Molecular Biology; Visiting Scientist, Koch Institute | Visiting Scientist Mar 2017–Feb 2021; Professor prior to Harvard | Research leadership at MIT and Koch Institute |
| Whitehead Institute for Biomedical Research | Member | Prior to 1996 | Molecular biology research leadership |
| Somatix Therapy Corporation | Founder; Chief Scientific Officer | Prior to 1996 | Founded gene therapy company; CSO oversight |
| Sarissa Capital Management LP | Founding Partner; Senior Managing Director | May 2013–Dec 2016 | Healthcare activist investing expertise |
| Icahn Capital LP | Portfolio Manager | Mar 2017–Oct 2018 | Capital markets experience; healthcare investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sana Biotechnology, Inc. (public) | Vice Chairman (Executive Vice Chairman); Director | Director since Nov 2018; Vice Chairman since Apr 2022 | Ongoing board role at public biotech; governance and science leadership |
| Biogen Inc. (public) | Director | Jun 2009–Jun 2023 | Long-tenured board service at large-cap biotech |
Board Governance
- Independence: Classified by BHC as independent; currently serves on Nominating & Corporate Governance and chairs Science & Technology .
- Committee leadership: Chair, Science & Technology Committee; Member, Nominating & Corporate Governance (appointed Feb 28, 2023) .
- Tenure: Director since May 10, 2022 .
- Attendance and engagement: Perfect attendance across Board and committees in 2022–2024 (see table) .
Attendance
| Year | Board | Nominating & Corporate Governance | Science & Technology |
|---|---|---|---|
| 2022 | 9/9 | — | 2/2 |
| 2023 | 8/8 | 6/6 (appointed Feb 28, 2023) | 4/4 |
| 2024 | 9/9 | 4/4 | 3/3 |
Fixed Compensation
- Structure: Non-employee director compensation consists of cash retainers and annual RSU grants; directors may elect cash vs. RSUs for retainers, paid quarterly .
- Annual RSU grant: $250,000 fair value, granted on the third business day following each Annual Meeting; time-based vesting prior to next Annual Meeting unless deferred to separation .
- 2024 fee schedule:
- Board retainer: $100,000
- Committee chair retainers: Audit & Risk $25,000; Talent & Compensation $25,000; Nominating & Corporate Governance $20,000; Science & Technology $20,000; Finance & Transactions $20,000
- Committee member retainers: Audit & Risk $15,000; Talent & Compensation $15,000; Nominating & Corporate Governance $12,500; Science & Technology $12,500; Finance & Transactions $12,500
- Additional fee (Non-Executive Chairperson): $150,000
Director Fee Schedule (2024)
| Component | Amount |
|---|---|
| Board Retainer (cash) | $100,000 |
| Science & Technology Chair | $20,000 |
| Nominating & Corporate Governance Member | $12,500 |
| Annual RSU Grant | $250,000 |
Performance Compensation
- Directors at BHC do not have performance-based pay; RSU grants are time-based and vest prior to the next Annual Meeting (unless deferred) .
- Deferral elections: RSUs for retainers and annual grants can be deferred to separation; vested RSUs accumulated separately per director preferences .
Performance Metrics Table
| Metric Category | Applied to Director Pay | Details |
|---|---|---|
| Financial/TSR/EBITDA metrics | None | Director RSUs are time-based; no performance conditions |
| Vesting schedule | Yes (time-based) | Annual RSUs vest prior to next Annual Meeting; deliverable unless deferred |
| Unvested RSUs (within 60 days of 3/14/2025) | 35,360 | Will vest within 60 days; reflects 2024/2025 grant cycle |
Other Directorships & Interlocks
- Current public company boards: Sana Biotechnology (Vice Chairman), Biogen (former director through June 2023) .
- Interlocks within BHC context:
- Prior role at Icahn Capital; BHC’s board includes Brett M. Icahn nominated under a Director Appointment and Nomination Agreement, indicating potential influence network rather than a related-party transaction; no related-party transactions disclosed for Dr. Mulligan .
- Shared directorships with competitors/suppliers/customers: Not disclosed; no related-party transactions requiring Item 404(a) disclosure for Mulligan noted in 2022 proxy .
External Boards
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Sana Biotechnology, Inc. | Vice Chairman; Director | Director since Nov 2018; Vice Chairman since Apr 2022 | Public biotech governance and strategy |
| Biogen Inc. | Director | Jun 2009–Jun 2023 | Large-cap biotech oversight |
Expertise & Qualifications
- Domain expertise: Biotechnology, genetics, gene therapy; academic leadership at Harvard and MIT; founder/CSO in biotech .
- Capital markets: Founding Partner at Sarissa; Portfolio Manager at Icahn Capital .
- Accolades: MacArthur “Genius” Prize; Rhodes Memorial Award (AACR); ASMB–Amgen Award; Nagai Foundation International Prize .
- Board qualifications: The Board cites Mulligan’s extensive biotech/life sciences experience and international academic reputation as reasons for his committee roles and board service .
Equity Ownership
- Compliance framework: Non-employee directors must hold equity equal to 5× Board cash retainer ($500,000) within five years of first appointment; Mulligan’s deadline is May 10, 2027 .
- Pledging: None of the shares held by directors/executives are pledged; Mulligan’s beneficial holdings show no pledging .
Ownership and Guideline Progress
| As-of Date | Common Shares (value) | RSUs (vested/unvested; value) | Beneficial Ownership (shares) | Guideline Progress |
|---|---|---|---|---|
| Mar 17, 2023 | 2,317 ($17,609) | 0 vested; 34,387 unvested ($261,341) | — | 4% of $500k; 18% of annual retainer |
| Mar 15, 2024 | 36,704 ($337,677) | 0 vested ($0); 29,205 unvested ($268,686) | — | 68% of $500k; 338% of annual retainer |
| Mar 14, 2025 | 65,909 ($471,249) | 35,360 unvested ($252,824) | 101,269 total (incl. 35,360 RSUs vesting within 60 days) | 94% of $500k; 471% of annual retainer |
Governance Assessment
-
Strengths
- Independent director with exceptional biotech/science credentials; leads Science & Technology Committee—aligned with BHC’s R&D and pipeline oversight .
- High engagement and perfect attendance across Board and committees in 2022–2024, indicating strong participation and oversight .
- Ownership alignment trending positively; near full compliance (94%) with director equity guideline ahead of May 2027 deadline; no pledged shares .
-
Considerations
- Interlock/influence network: Prior Icahn Capital role and presence of Brett Icahn via Nomination Agreement could create perceived influence dynamics; no related-party transactions disclosed for Mulligan .
- Director equity is purely time-based RSUs (no performance metrics), typical for directors but offers limited pay-for-performance signaling relative to executives .
-
RED FLAGS
- None identified: No related-party transactions, no pledging, and full attendance. Ownership guideline compliance is on track .