Maria Freire
BIOGENAbout Maria C. Freire
Maria C. Freire, Ph.D., age 71, has served as an independent director of Biogen since 2021. She brings deep medical research, biopharma, and public policy experience; she serves on the Compensation and Management Development Committee (CMDC) and the Corporate Governance Committee (CGC). Education: B.S. from Universidad Peruana Cayetano Heredia (Lima, Peru); Ph.D. in Biophysics from the University of Virginia . She is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for the National Institutes of Health (FNIH) | President & Executive Director | 2012–2021 | Led major biomedical partnerships; public health policy interface |
| Albert and Mary Lasker Foundation | President & Director | 2008–2012 | Stewarded scientific recognition and funding focus |
| Global Alliance for TB Drug Development | President & CEO | 2001–2008 | Advanced TB therapeutics; global health initiatives |
| National Institutes of Health (NIH) | Director, Office of Technology Transfer | 1995–2001 | Managed federal biomedical IP and licensing programs |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Alexandria Real Estate Equities, Inc. | Director | 2012–present | Life sciences real estate (ARE) |
| Exelixis, Inc. | Director | 2018–present | Biopharmaceuticals (EXEL) |
| FDA Science Board | Member | — | Scientific advisory role |
| WHO/UN Panels on Access to Medicines | Member | — | Global policy work |
| National Academy of Medicine; Council on Foreign Relations | Member | — | Professional honors and policy influence |
Board Governance
- Committee assignments (2024 composition): CMDC member; CGC member .
- Independence: Board deems Freire independent under Nasdaq; all standing committees comprised of independent directors .
- Attendance and engagement: Each director nominee attended all Board and applicable committee meetings in 2024; Board met 8 times, CMDC met 6 times, CGC met 4 times .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Director since: 2021 .
| Governance Item | Detail |
|---|---|
| Board Meetings (2024) | 8 |
| CMDC Meetings (2024) | 6 (Freire member) |
| CGC Meetings (2024) | 4 (Freire member) |
| Attendance | 100% (all meetings attended by each nominee) |
| Independence | Independent under Nasdaq |
Fixed Compensation
| Component | Policy Amount | Maria C. Freire – 2024 Actual |
|---|---|---|
| Annual Board Retainer (cash) | $125,000 | $140,611 (fees earned or paid in cash) |
| Committee Chair Retainer (Audit/CGC/CMDC) | $30,000 | — (not a chair) |
| Committee Member Retainer (Audit/CGC/CMDC) | $15,000 (per committee) | Included in cash total above |
| Meeting Fees | Not disclosed (program structured via retainers) | Not disclosed |
Notes: Non-employee directors may defer cash under the Voluntary Board of Directors Savings Plan; eligible expense reimbursements apply for Board service .
Performance Compensation
Biogen’s non-employee director equity is time-based RSUs; no performance-vested equity is used for directors.
| Equity Award Detail | 2024 Annual Grant |
|---|---|
| Form | RSUs |
| Grant Practice | Annual equity awards effective on date of Annual Meeting |
| Grant Date Fair Value (Freire) | $300,160 |
| Vesting | Earlier of first anniversary of grant or 2025 Annual Meeting, subject to service |
| Outstanding Unvested RSUs at 12/31/2024 (Freire) | 1,340 |
Director Stock Ownership Guidelines: 5x annual Board cash retainer (Chair: 5x combined Chair + Board retainer). Directors have five years to comply; as of 12/31/2024, all non-employee directors met the requirement or were within the five-year period .
Insider Trading Policy: Hedging, pledging, margin purchases, and short sales are prohibited; pre-established 10b5-1 plans required for sales .
Other Directorships & Interlocks
| Potential Interlock | Context |
|---|---|
| Exelixis board seat while serving on Biogen board | Both are biopharma; no related-party transactions disclosed; Biogen CGC oversees independence and conflicts |
| Alexandria Real Estate Equities board seat | Life sciences real estate; no related-party transactions disclosed |
No related-party transactions involving directors were disclosed; Biogen maintains a Related Person Transaction Policy and CGC oversight of conflicts .
Expertise & Qualifications
- Key skills: Business operations, drug development, executive leadership, finance, international business, public board service, public policy, scientific research .
- Recognitions: HHS Secretary’s Award for Distinguished Service, Arthur S. Flemming Award, Bayh-Dole Award; 2017 Gold Stevie Award “Woman of the Year” .
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned (Freire) | 3,105 |
| RSUs vesting within 60 days | 1,340 |
| Total beneficial ownership | 4,445 |
| % of outstanding shares | <1% (asterisked in table) |
| Pledging/Hedging | Prohibited by policy |
| Guideline compliance | Directors met or within five-year compliance period |
Shareholder Voting Signals
| Metric | 2024 (oldest) | 2025 (newest) |
|---|---|---|
| Maria C. Freire – Director election votes | For: 100,691,870; Against: 18,771,139; Abstain: 97,621; Broker Non-Votes: 9,672,399 | For: 96,061,538; Against: 19,660,536; Abstain: 287,112; Broker Non-Votes: 10,206,851 |
| Say-on-Pay – Advisory vote | For: 114,367,799; Against: 5,054,473; Abstain: 138,358; Broker Non-Votes: 9,672,399 | For: 78,531,756; Against: 37,113,368; Abstain: 364,062; Broker Non-Votes: 10,206,851 |
| Director attendance at Annual Meeting | All nominees attended (2024) | — |
Stockholder feedback summary (2024): >95% support on Say-on-Pay; investors supported increased performance-based equity weighting to 60%, added EPS CAGR metric, expanded rTSR comparator group; CMDC conducted outreach to top 10 holders .
Governance Assessment
- Board effectiveness: Dual committee memberships (CMDC, CGC) with full attendance indicate engagement; CMDC’s use of independent consultants (Pearl Meyer in 2024; Pay Governance in 2025) and conflict-free assessment enhances oversight quality .
- Independence & conflicts: Independent under Nasdaq; CGC oversees conflicts and related party transactions; no related-party or pledging disclosures for Freire; hedging/pledging prohibited across directors .
- Compensation and alignment: Director pay mix is balanced—cash retainers plus annual RSUs vesting over one year; ownership guidelines at 5x annual retainer strengthen skin-in-the-game; beneficial ownership is modest but policy-driven and compliant/in-window .
- Signals: Strong election support in 2024–2025 vote counts; 2025 Say-on-Pay shows increased opposition versus 2024, which the Board ties to ongoing investor engagement and program refinements .
RED FLAGS: None disclosed regarding related-party transactions, pledging, or low attendance; director equity is time-based (no performance vesting), which is common but provides less direct pay-for-performance linkage versus PSUs—mitigated by ownership guidelines and prohibited hedging/pledging .