Jesus Mantas
BIOGENAbout Jesús B. Mantas
Independent director of Biogen since 2019; age 56; Chair of the Compensation and Management Development Committee (CMDC). Over 30 years in global business operations, IT, data science, and AI, including senior leadership at IBM; education in Telecommunications–Software Engineering and Business Administration (Universidad Politécnica de Madrid). Independent under Nasdaq rules; not listed on other public boards as of the April 25, 2025 proxy record, though appointed to IFF’s board in July 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Global Business Services | Global Managing Partner, Business Transformation Services | 2022–2025 | Led $10B unit; strategy and operating management across regions; AI/data science expertise applied to transformation |
| IBM (various) | Global Managing Partner (Strategy, Innovation & Corp Dev); Global Managing Partner (Consulting); General Manager (BPO); Managing Partner & GM (Latin America); Senior Partner | 2002–2022 | Leadership across strategy, M&A, consulting, outsourcing; culture and talent development in multi-cultural environments |
| PricewaterhouseCoopers Consulting | Partner, High Technology Practice | 1997–2002 | Technology consulting leadership |
| UC Irvine, Paul Merage School of Business | Adjunct Professor | 1997–2001 | Graduate teaching |
| Air Force of Spain | Second Lieutenant | 1993 | Early leadership |
External Roles
| Organization | Role | Start Date | Committees/Details |
|---|---|---|---|
| International Flavors & Fragrances (IFF) | Director | Jul 30, 2025 | Audit Committee; Innovation Committee |
| National Association of Corporate Directors (NACD) | Director | Oct 10, 2025 | Board member; governance advocacy |
| HITEC (non-profit) | Vice Chair | Ongoing | Technology leadership for Hispanic community |
| World Economic Forum | Former member, AI Global Council | Prior | AI governance participation |
Board Governance
- Committee assignments: CMDC Chair; CMDC met 6 times in 2024; Audit Committee met 7; Corporate Governance Committee (CGC) met 4; Board met 8 times.
- Independence and expertise: Independent director; all committee members meet SEC/Nasdaq independence requirements; board led by an independent Chair.
- Attendance: “Each of our director nominees attended all meetings of our Board and the committees on which they served in 2024”; all 2024 annual meeting nominees attended.
- Risk oversight: CMDC oversees compensation risk and leadership succession; CGC oversees director independence, conflicts, and related-party transactions; Audit oversees financial/reporting risks.
- Director elections: Annual elections by majority vote; irrevocable resignation policy upon failure to receive required votes.
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Amount (Mantas) |
|---|---|---|
| Annual Board Retainer (cash) | $125,000 per non-employee director | $169,389 (fees earned/paid in cash) |
| Committee Chair Retainer | $30,000 for CMDC/Audit/CGC Chairs | Included in cash total (CMDC Chair) |
| Committee Member Retainer | $15,000 for members (other than chair) | Not applicable (not listed as committee member in 2024) |
| Expenses/Deferred Comp | Reimbursed actual expenses; optional deferral via Voluntary Board of Directors Savings Plan | Not separately disclosed for Mantas |
- 2024 total director compensation (Mantas): cash $169,389; stock awards $300,160; total $469,549.
- Stock ownership guidelines: non-employee directors must hold shares equal in value to 5× annual cash retainer (5-year compliance window). As of Dec 31, 2024, all non-employee directors met or were within the 5-year period.
Performance Compensation (Oversight and Director Equity)
| Equity Grant (Director) | Grant Date Fair Value | Instrument | Vesting Schedule |
|---|---|---|---|
| Annual director grant (2024) | ~$300,160 | RSUs | Vests at earlier of first anniversary of grant or 2025 Annual Meeting, subject to continued service |
| Chair additional grant (2024) | ~$100,000 (Chair only; not Mantas) | RSUs | Same vesting; Chair award reduced from $170,000 to $100,000; director grant increased from $270,000 to $300,000 |
- 10b5-1 trading plans required for directors to sell shares; waiting period applies; designed to prevent insider trading.
- Hedging and pledging prohibited for directors (no margin purchases, pledges, derivatives, short sales).
Performance metrics overseen by CMDC for NEO incentives (signal of rigor under Mantas’s chairmanship):
| 2024 Annual Bonus Metrics | Weight | Threshold | Target | Max | Achieved | Company Multiplier |
|---|---|---|---|---|---|---|
| Revenue | 35% | $8,412M | $8,855M | $9,298M | $9,032M (adjusted) | 105.0% |
| Non-GAAP diluted EPS | 35% | $13.62 | $15.30 | $16.19 | $16.33 (adjusted) | 150.0% |
| Pipeline development | 25% | Achievement | Achievement | Achievement | Max achieved | 150.0% |
| Corporate responsibility | 5% | Achievement | Achievement | Achievement | At goal | 100.0% |
| Overall bonus multiplier | — | — | — | — | — | 132.0% (whole percent) |
- 2024 LTI metrics (NEOs): PSUs (60%) on rTSR (vs peer+NBI, 50%) and EPS CAGR (50%) with 0–200% payout; RSUs (40%) time-based; with an absolute TSR cap.
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Interlock Risk |
|---|---|---|---|---|
| Biogen (NASDAQ: BIIB) | Biotech | Independent Director; CMDC Chair | CMDC (Chair) | N/A (home company) |
| IFF (NYSE: IFF) | Flavors/Ingredients | Director (appointed 7/30/2025) | Audit; Innovation | Low overlap with Biogen’s operations; limited supplier/customer linkages disclosed |
| NACD | Governance NGO | Director | — | No Biogen transactional link disclosed |
Expertise & Qualifications
- Core skills: business operations, commercial strategy, cybersecurity/technology, executive leadership, international business, public policy; AI/data science application to business performance.
- Education: B.S. Telecommunications–Software Engineering; Business Administration (Universidad Politécnica de Madrid); Corporate Governance program (Harvard Business School).
Equity Ownership
| Ownership Date | Shares Owned | Shares Subject to Stock Units (vest within 60 days) | Total Beneficially Owned | % of Outstanding Shares |
|---|---|---|---|---|
| Apr 21, 2025 | 6,048 | 1,340 | 7,388 | <1% (out of 146,527,145 shares) |
- Director RSUs outstanding at 12/31/2024: 1,340 units (scheduled to vest at earlier of first anniversary or 2025 Annual Meeting).
- Stock ownership guidelines: 5× annual cash retainer; 5-year compliance window.
- Hedging/pledging: prohibited.
Say‑on‑Pay and Shareholder Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay votes (For/Against/Abstentions) | 114,367,799 / 5,054,473 / 138,358 | 78,531,756 / 37,113,368 / 364,062 |
| Approval signal | “Over 95% support” (proxy summary) | ~67.7% of votes cast For (For ÷ (For+Against+Abstentions) based on reported counts) |
- 2024 feedback: investors supported enhanced disclosure and increased performance weighting in LTI (60% PSUs) including EPS CAGR metric and expanded rTSR comparator.
- 2025 results: materially lower support than 2024; governance signal for CMDC (chaired by Mantas) to continue engagement and assess plan design disclosures.
Related‑Party Transactions and Conflicts
- Policy: CGC reviews/approves any related‑person transactions; factors include business rationale, terms vs third parties, independence impact, and conflict of interest policy alignment.
- Disclosure: “There are no relationships or transactions with related persons that are required to be disclosed in this Proxy Statement under SEC rules.”
- Insider policy: prohibits hedging, margin purchases, pledging, short sales; directors must use pre‑established 10b5‑1 plans for sales.
Governance Assessment
- Strengths: Independent CMDC chair with deep technology/AI risk perspective; 100% attendance; robust policies on hedging/pledging/clawbacks; clear director stock ownership guidelines; CMDC uses independent consultants (Pearl Meyer in 2024; Pay Governance in 2025) and conducts annual compensation risk assessments.
- Alignment: Director equity is time‑vested RSUs; beneficial ownership present; director stock ownership requirements enhance alignment.
- Shareholder signals: 2025 say‑on‑pay support declined versus 2024; prioritizes proactive investor engagement and continued transparency on metric rigor and outcomes under CMDC oversight.
- Conflicts: No related‑party transactions disclosed; low apparent interlock risk with IFF relative to Biogen’s business.
RED FLAGS
- Lower 2025 say‑on‑pay support (~67.7% vs 2024 >95%)—heightened scrutiny of compensation design; requires ongoing engagement and potential refinements.
Notes
- Committee composition (2024): CMDC—Mantas (Chair), Freire, Langer, Rowinsky; CGC—Dorsa (Chair), Freire, Hawkins, Rowinsky; Audit—Hawkins (Chair), Minor, Patolawala, Sherwin.
- Director election results (2025): Mantas received 93,427,720 For; 22,348,175 Against; 233,291 Abstentions; broker non‑votes 10,206,851.