Lloyd Minor
BIOGENAbout Lloyd Minor
Lloyd Minor, M.D., age 67, has served as an independent director of Biogen since 2024 and is a member of the Audit Committee. He is the Carl and Elizabeth Naumann Dean of the Stanford University School of Medicine (since 2012) and Vice President for Medical Affairs at Stanford University (since 2023). He holds a Sc.B. and M.D. from Brown University. His board skills include Business Operations, Drug Development, Cybersecurity, Executive Leadership, Finance, Public Policy, and Scientific Research.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins University | Provost & Senior Vice President for Academic Affairs | 2009–2012 | Led academic strategy and governance across the university |
| Johns Hopkins University | Director, Dept. of Otolaryngology – Head & Neck Surgery | 2003–2009 | Department leadership; clinical and research oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Dean | 2012–present | Strategy across research, clinical care, and education |
| Stanford University | Vice President, Medical Affairs | 2023–present | Health and medicine matters at Stanford |
| Other public company boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee member (independent); age 67; director since 2024. The Audit Committee is chaired by William A. Hawkins and includes Lloyd Minor, Monish Patolawala, and Stephen A. Sherwin.
- Attendance and engagement: Each director nominee, including Minor, attended all Board and applicable committee meetings in 2024. The independent directors held four executive sessions without management in 2024.
- Board/committee workload: The Board met eight times in 2024; the Audit Committee met seven times; Compensation and Management Development Committee (CMDC) met six times; Corporate Governance Committee (CGC) met four times.
- Risk oversight: The Board oversees corporate strategy, R&D, drug safety/IP, investigations/litigation, risk governance including IT/AI/cybersecurity; Audit oversees financial, accounting, disclosure, compliance, insurance, capital, credit, anti-bribery/corruption and supply chain risks; CMDC oversees compensation risk and leadership succession; CGC oversees corporate governance, director independence, lobbying, conflicts and related party transactions.
Fixed Compensation
| Component | Policy/Amount | Minor – 2024 Actual |
|---|---|---|
| Annual Board retainer (cash) | $125,000 paid quarterly | $31,861 fees earned or paid in cash |
| Committee member retainer (Audit/CGC/CMDC) | $15,000 per committee (non-chair) | Included within actual cash if applicable |
| Committee chair retainer (Audit/CGC/CMDC) | $30,000 (chair) | N/A (not a chair) |
| Chair of the Board retainer | $75,000 | N/A |
| Expense reimbursement | Actual expenses reimbursed | As incurred (not itemized) |
| Voluntary director savings plan | Cash deferrals allowed; fixed-rate option earned 5% for 2024 | Not disclosed for Minor |
- Appointment terms: Minor elected effective October 1, 2024; receives standard non‑employee director cash and equity compensation per proxy and enters into Biogen’s standard director indemnification agreement.
Performance Compensation
| Award Type | Grant Date Fair Value | Vesting Trigger | Change-in-Control Treatment | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual non‑employee director grant) | ~$300,000 per director (Chair: +$100,000) in 2024 | Earlier of first anniversary of grant or next annual meeting, subject to service | Awards subject to accelerated vesting upon death, disability, retirement, or change in control (as defined) | None; time‑based vesting (no TSR/financial goals) |
- Minor’s 2024 stock awards: None shown in the 2024 director compensation table due to his October 1, 2024 appointment post the 2024 annual meeting grant cycle.
- Total director pay cap: Cash + equity for any director limited to $1,000,000 per fiscal year under the 2024 Omnibus Equity Plan.
- Trading discipline: Directors must use pre‑established 10b5‑1 trading plans to sell Biogen stock; plans require open window and absence of MNPI; waiting period before trades.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Dates |
|---|---|---|---|
| None | — | — | — |
Expertise & Qualifications
- Skills/qualifications: Business Operations; Drug Development; Cybersecurity; Executive Leadership; Finance; Public Policy; Scientific Research.
- Audit committee financial expert designation: The proxy designates Hawkins, Patolawala, and Sherwin as audit committee financial experts; Minor is a member but not designated as an “financial expert.”
Equity Ownership
| Name | Shares Owned | Shares Subject to Options and Stock Units | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Lloyd Minor | — | — | — | — |
- Ownership guidelines: Non‑employee directors must hold shares equal in value to 5x the annual cash retainer (Chair: 5x Chair retainer plus Board retainer); compliance required within five years of initial election/appointment. As of December 31, 2024, all non‑employee directors met the requirement or were within the five‑year compliance period.
- Hedging/pledging: Biogen prohibits hedging transactions (puts/calls, collars, swaps, exchange funds, similar arrangements), short sales, purchasing on margin, borrowing against accounts holding Biogen securities, and pledging Biogen securities as collateral.
Governance Assessment
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Effectiveness and independence: Minor is an independent director and serves on the Audit Committee, strengthening oversight of financial reporting and compliance; the Board and committees met frequently in 2024, and Minor attended all meetings of the Board/committees on which he served, indicating strong engagement.
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Alignment and discipline: Director pay mix emphasizes equity RSUs with annual vesting; ownership guidelines (5x retainer) and mandatory 10b5‑1 plans promote alignment and disciplined trading; robust anti‑hedging/pledging policies further protect investor alignment.
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Conflicts and related‑party exposure: CGC oversees potential conflicts and related party transactions; Biogen discloses there are no related person transactions requiring disclosure—a positive signal regarding conflicts.
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Monitoring items: Early tenure means Minor shows no beneficial ownership yet in the April 2025 table; he is not designated as an audit committee financial expert—both are neutral items to monitor for future ownership accumulation and deepening of financial oversight credentials.
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Additional governance context: The Board operates with majority voting, proxy access, an independent Chair, and regular executive sessions—all supportive of strong investor confidence.