Eric Rowinsky
BIOGENAbout Eric K. Rowinsky
Eric K. Rowinsky, M.D., is an independent director of Biogen (BIIB), age 68, serving since 2010. He is President of Inspirna and brings extensive drug development, regulatory experience, and medical/scientific expertise, having led teams that registered more than twelve novel oncology therapies. He holds a B.A. from New York University and an M.D. from Vanderbilt University School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inspirna (private) | President | 2015–present | Led oncology development; executive chairman 2016–2021 |
| Hummingbird Biotherapeutics | Chief Medical Officer | 2020–2023 | R&D leadership |
| Clearpath Development, Inc. | Chief Scientific Officer | 2016–2021 | Scientific strategy |
| Stemline Therapeutics | Head of R&D; Chief Medical Officer | 2012–2015 | Advanced clinical assets |
| Primrose Therapeutics | Chief Executive Officer | 2010–2011 | Early-stage biotech leadership |
| ImClone Systems | Chief Medical Officer; Executive Vice President | 2005–2010 | Registered multiple oncology therapies |
| Cancer Therapy & Research Center’s Institute for Drug Development | Director of the Institute; Director of Clinical Research | 1996–2004 | Early oncology drug development |
| Johns Hopkins School of Medicine | Associate Professor of Oncology | 1988–1996 | Academic leadership |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Purple Biotech Ltd. | Director | 2019–present | Public company board; oncology |
| Verastem, Inc. | Director | 2017–present | Public company board; oncology |
| Fortress Biotech Inc. | Director (prior) | 2010–2024 | Prior public company board |
| National Cancer Institute (Scientific Counselors) | Director | N/A | Public health/oversight role |
Board Governance
- Independence: Biogen reports 10 of 11 directors as Nasdaq-independent; Rowinsky is independent .
- Committees: Member, Compensation and Management Development Committee (CMDC) and Corporate Governance Committee (CGC) .
- Attendance: “Each of our director nominees attended all meetings of our Board and the committees on which they served in 2024” (100%) .
- Engagement: Policy for independent directors (led by CGC Chair) to engage top 10 stockholders annually; executive sessions of independent directors held four times in 2024 .
| Governance Item | Detail |
|---|---|
| Board meetings (2024) | 8 meetings |
| CMDC meetings (2024) | 6 meetings |
| CGC meetings (2024) | 4 meetings |
| Executive sessions (2024) | 4 independent director sessions |
Fixed Compensation
| Retainer Schedule (Non-Employee Directors) | Amount (USD) |
|---|---|
| Annual Board Retainer | $125,000 |
| Committee Chair (Audit/CGC/CMDC) | $30,000 |
| Committee Member (Audit/CGC/CMDC) | $15,000 |
| Chair of the Board (additional) | $75,000 |
| Eric K. Rowinsky — 2024 Director Pay Mix | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $155,000 |
| Stock Awards (RSUs; grant-date fair value) | $300,160 |
| All Other Compensation | — |
| Total | $455,160 |
- 2024 structural changes: Non-employee Chair’s annual equity award reduced to ~$100,000 (from $170,000); non-employee director grant increased to ~$300,000; RSUs vest at earlier of first anniversary or 2025 annual meeting .
- Deferral: Directors may defer cash retainers under the Voluntary Board of Directors Savings Plan; fixed-rate option earned 5% for 2024 deferrals .
Performance Compensation
| Director Equity Awards — Vesting & CIC | Detail |
|---|---|
| Instrument | RSUs (annual grant; 2024 grant ≈ $300,000) |
| Vesting | Earlier of first anniversary or following annual meeting; generally subject to continued service |
| Change-in-Control | Awards subject to accelerated vesting upon CIC; also upon death or disability |
| Performance Metrics | None disclosed for director awards (time-based RSUs) |
Other Directorships & Interlocks
| Company | Industry | Role | Interlock/Conflict Note |
|---|---|---|---|
| Purple Biotech Ltd. | Biotechnology (oncology) | Director | No related-party transactions disclosed at Biogen |
| Verastem, Inc. | Biotechnology (oncology) | Director | No related-party transactions disclosed at Biogen |
| Fortress Biotech Inc. (prior) | Biotechnology | Director | Prior role; no related-party transactions disclosed |
- CGC oversees director independence, conflicts, lobbying, and related-party transaction review; none required to be disclosed for 2024/2025 .
Expertise & Qualifications
- Drug Development and Scientific Research: Deep oncology R&D and regulatory experience; led teams registering 12+ novel therapies .
- Executive Leadership: Senior roles across biotech and pharma (ImClone EVP/CMO; CEO/CSO roles) .
- Public Board Service: Service on multiple biotech boards enhances governance fluency .
- Education: B.A. NYU; M.D. Vanderbilt University School of Medicine .
Equity Ownership
| Beneficial Ownership (as of April 21, 2025) | Shares |
|---|---|
| Shares Owned | 20,356 |
| RSUs vesting within 60 days | 1,340 |
| Total Beneficially Owned | 21,696 |
| % of Outstanding Shares | <1% |
| Outstanding Director RSUs (12/31/2024) | Units |
|---|---|
| RSUs Not Vested | 1,340 |
- Stock Ownership Guidelines: Non-employee directors must hold shares equal in value to 5x the annual board cash retainer; five-year compliance window. As of 12/31/2024, all non-employee directors met the requirement or remained within the five-year window .
- Trading/Alignment Policies: Directors must use 10b5-1 plans for sales; company policy prohibits hedging, short sales, buying on margin, and pledging of company securities .
Governance Assessment
- Board effectiveness: Rowinsky’s dual membership on CMDC and CGC places him at the center of executive pay oversight, board refreshment, and conflict review—valuable given Biogen’s portfolio transitions and cost discipline initiatives .
- Independence and engagement: Confirmed independent; perfect attendance in 2024; regular executive sessions reinforce independent oversight; structured stockholder engagement led by CGC .
- Compensation alignment: Director pay is weighted toward equity (RSUs ~66% of 2024 total), supporting alignment; clear retainer structure and reasonable limits under the 2024 Omnibus Equity Plan .
- Ownership and trading discipline: Meaningful beneficial stake (21,696 shares) with strict anti-hedging/pledging policy and 10b5-1 trading plan requirements, mitigating misalignment risks .
- Conflicts and related-party exposure: CGC reviews related-person transactions; Biogen reports no relationships requiring disclosure—reduces conflict risk despite outside biotech directorships .
- Shareholder signals: 2024 Say-on-Pay support >95% and continued stockholder outreach suggest broad investor confidence in pay governance overseen by CMDC (which includes Rowinsky) .
- Red flags: None disclosed. Monitoring points include long tenure (since 2010) amid Biogen’s average tenure policy (target ≤10 years; current ~7 years) and continued service on external oncology boards—appropriate oversight remains via CGC conflict reviews .