Caroline Dorsa
BIOGENAbout Caroline Dorsa
Independent Chair of the Board at Biogen (BIIB), age 66, director since 2010, and Chair of the Corporate Governance Committee; she brings deep pharmaceutical industry knowledge and significant finance and accounting expertise from senior roles at PSEG, Merck, and Gilead Sciences . Education: B.A. in History from Colgate University and M.B.A. in Finance and Accounting from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group, Inc. | EVP & CFO | 2009–2015 | Led finance and strategy; relevant to board oversight of capital allocation and risk |
| Merck & Co., Inc. | SVP, Global Human Health Strategy & Integration; various roles incl. VP & Treasurer | 2008–2009; 1987–2007 | Built commercial/operational and treasury expertise for governance and risk oversight |
| Gilead Sciences, Inc. | SVP & CFO | 2007–2008 | Strengthened financial/accounting credentials for audit/governance matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illumina, Inc. | Director | Since 2010 | Current public board service |
| Duke Energy Corporation | Director | Since 2021 | Current public board service |
| Intellia Therapeutics, Inc. | Director | 2015–2023 | Prior public board service |
| Goldman Sachs Funds | Director | 2016–2021 | Prior board service |
| Public Service Enterprise Group, Inc. | Director | 2003–2009 | Prior board service |
Board Governance
- Roles: Independent Chair of the Board and Chair of the Corporate Governance Committee (CGC); CGC oversees director nominations, board evaluations, governance principles, lobbying priorities, and conflicts/related-party oversight .
- Independence: 10 of 11 directors are independent; separation of Chair/CEO roles enhances oversight; all board committees comprise entirely independent directors .
- Attendance & Engagement: Board met 8 times in 2024; each director attended all board and applicable committee meetings; independent directors held four executive sessions without management; all nominees attended the 2024 annual meeting .
- Stockholder Engagement: Policy for annual engagement led by independent directors (led by CGC Chair) with top 10 stockholders on strategy, capital allocation, governance, and compensation .
- Succession & Refresh: Seven independent directors appointed since 2019; tenure policy seeks average independent director tenure ≤10 years (current average ~7 years) .
- Risk Oversight: Board oversees ERM (including IT/AI/cybersecurity), R&D, litigation, pricing/reimbursement; CGC and committees coordinate risk oversight across domains .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $125,000 | Paid quarterly |
| Additional Cash Retainer – Chair of the Board | $75,000 | Paid quarterly |
| Additional Cash Retainer – Committee Chair (CGC) | $30,000 | Paid quarterly |
| Additional Cash Retainer – Committee Member | $15,000 | Not applicable to Dorsa beyond CGC chair |
| Caroline D. Dorsa – 2024 Director Compensation | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $230,000 |
| Stock Awards (Grant Date Fair Value) | $399,840 |
| Total | $629,840 |
- 2024 adjustments: Chair equity award reduced from $170,000 to $100,000; non-employee director grant increased from $270,000 to $300,000 (responsiveness to peer comparisons) .
- Deferred Compensation: Directors may defer cash retainer under a voluntary plan (notional returns; fixed-rate option 5% for 2024) .
Performance Compensation
| Equity Instrument | Grant Value (2024) | Vesting | Notes |
|---|---|---|---|
| Annual RSU – Non-Employee Director | $300,160 | Vests at earlier of first anniversary or 2025 annual meeting, subject to service | |
| Additional RSU – Non-Employee Chair | $100,000 | Same vest schedule as annual grant | |
| Director RSUs Outstanding (Dorsa at 12/31/2024) | 1,785 units | Unvested at year-end | From 2024 grants under 2024 Omnibus Equity Plan |
- Trading Plans: Directors must use pre-established 10b5-1 plans to sell BIIB shares; trades only in open windows and when not in possession of MNPI; cooling-off period applies .
- Hedging/Pledging Prohibitions: Company policy prohibits hedging, short sales, margin purchases, borrowing against accounts, and pledging BIIB securities .
Other Directorships & Interlocks
| Company | Relationship to BIIB | Potential Interlock/Conflict |
|---|---|---|
| Illumina, Inc. | Unrelated genomics/tools company | No related-party transactions disclosed by BIIB |
| Duke Energy Corporation | Unrelated utility | No related-party transactions disclosed by BIIB |
- Related Party Controls: CGC reviews/approves any director/executive related-person transactions; no such transactions required disclosure in 2025 proxy .
Expertise & Qualifications
- Skills: Business Operations, Commercial, Cybersecurity, Executive Leadership, Finance, International Business, Public Board Service, Public Policy (ascribed in nominee biography) .
- Financial and accounting expertise from CFO roles; enhances oversight of capital allocation, financial strategy, and audit-related matters (note: audit committee “financial expert” designation applies to other directors per committee roster) .
Equity Ownership
| Holder | Shares Owned | RSUs/Units Vesting ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Caroline D. Dorsa | 24,822 | 1,785 | 26,607 | <1% |
- Ownership Guidelines (Directors): 5x annual cash retainer; for the non-employee Chair, 5x combined Chair + Board cash retainers; compliance required within five years from election .
- Compliance: As of Dec 31, 2024, all non-employee directors met the stock ownership requirement or were within the five-year compliance period .
- Anti-Hedging/Pledging: Prohibited under company policy; promotes alignment and risk mitigation .
Governance Assessment
-
Positives
- Independent Chair structure with clear responsibilities; enhances CEO oversight, agenda setting, and board effectiveness .
- CGC leadership and formalized stockholder engagement policy led by independent directors (including Dorsa); supports transparency and responsiveness to investors .
- Robust governance framework (majority voting with resignation policy, proxy access, annual evaluations, ERM oversight including AI/cybersecurity, independent committees) .
- Strong investor support: Say-on-Pay received over 95% approval in 2024; compensation enhancements linked to performance and alignment (e.g., increased PSU weight, added EPS CAGR metric) .
- Clawback policies exceeding Dodd-Frank and strict insider trading/anti-hedging/pledging constraints bolster alignment and risk controls .
-
Watch Items
- Long individual tenure (director since 2010) relative to board average; mitigated by active refresh (7 of 10 independent directors appointed since 2019) and policy targeting average tenure ≤10 years (current ~7 years) .
- Multiple external board commitments (Illumina, Duke Energy); no related-party transactions disclosed, but continued CGC oversight of conflicts remains important .
-
RED FLAGS
- None disclosed: BIIB reported no related-party transactions requiring disclosure; pledging/hedging prohibited; committee independence and expertise requirements met .
- Compensation governance for directors remains primarily cash + time-based RSUs (no performance conditions), which is typical but warrants continued scrutiny for pay-for-service vs. pay-for-performance expectations at the board level .
-
Signals impacting investor confidence
- Reduction of Chair equity award in 2024 and rebalancing of director equity grants demonstrate responsiveness to peer benchmarking and cost discipline .
- Clear CGC mandate over lobbying, conflicts, and board evaluations under an independent chair strengthens governance quality and oversight rigor .