Mene Pangalos
BIOGENAbout Mene Pangalos
Sir Menelas (Mene) Pangalos, Ph.D., age 58, is an independent director of Biogen (BIIB) and member of the Compensation and Management Development Committee (CMDC). He was elected to the Board effective January 1, 2025, with his initial term expiring at the 2025 annual meeting; he brings over 30 years of biopharmaceutical R&D leadership, including EVP roles at AstraZeneca, and holds a B.Sc. in Biochemistry & Molecular Biology (Imperial College London) and a Ph.D. in Neuropharmacology (University College London) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca | Executive Vice President, Biopharmaceuticals R&D | 2019–2024 | Led end-to-end biopharma R&D; expertise strengthens Board oversight of strategy, drug development, and risk management |
| AstraZeneca | Executive Vice President, Early R&D | 2010–2018 | Early pipeline leadership; enhances drug development perspectives |
| Pfizer | Senior Vice President | 2008–2010 | Senior R&D leadership |
| Wyeth | Vice President, Neuroscience | 2003–2008 | Neuroscience portfolio leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Absci Corporation | Director (public company) | Since 2024 | Board service; governance fluency; specific committee roles not disclosed in BIIB proxy |
| Royal Society; Academy of Medical Sciences; Royal Society of Biology; Clare Hall, University of Cambridge | Fellow | N/A | Scientific recognition supports Board’s scientific and innovation oversight |
Board Governance
- Independence: The Board determined all directors and nominees other than the CEO are independent under Nasdaq rules; all standing committees are fully independent .
- Committee assignment: Member, Compensation and Management Development Committee (CMDC); joined January 1, 2025 .
- Board leadership: Independent Chair (Caroline Dorsa); executive sessions of independent directors held four times in 2024; committee executive sessions throughout the year .
- Attendance: The Board met eight times in 2024; Pangalos’ service began in 2025 (no 2024 attendance record applicable) .
- Director nomination/tenure: Elected effective January 1, 2025; initial term to 2025 annual meeting; majority voting with resignation policy .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board retainer (cash) | $125,000 | Paid quarterly; directors may defer via Voluntary Board of Directors Savings Plan |
| CMDC member retainer (cash) | $15,000 | Applies to Audit, CGC, CMDC members (non-chair) |
| CMDC chair retainer (cash) | $30,000 | Not applicable to Pangalos (member, not chair) |
| Chair of the Board retainer (cash) | $75,000 | Not applicable to Pangalos |
| Meeting fees | None disclosed | No per-meeting fees disclosed |
Performance Compensation
| Equity Component | Grant Value | Grant Date/Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | ~$300,000 grant-date fair value | Effective on date of each annual meeting (2025 Annual Meeting on June 17, 2025) | Vests on earlier of 1-year from grant or at next annual meeting, subject to service; accelerated vesting upon death, disability, retirement, or change-in-control per 2024 Omnibus Equity Plan | None; time-based RSUs (no performance condition) |
- Plan guardrails: Director cash + equity capped at $1 million per fiscal year under 2024 Omnibus Equity Plan; 10b5-1 trading plan required for director stock sales; robust anti-hedging and pledging prohibitions .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Absci Corporation | Director | None disclosed with BIIB customers/suppliers | BIIB disclosed no related-party transactions; independence maintained . |
Expertise & Qualifications
- Core skills: Business operations, commercial, drug development, executive leadership, international business, public board service, public policy, scientific research .
- Board skills matrix: Drug development and scientific research capabilities identified as needs in Fall 2024 Board refresh; Pangalos selected via independent search, interviews, and CGC process to strengthen R&D oversight .
Equity Ownership
| Holder | Shares Owned | Shares Subject to Options/Stock Units (vesting within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Menelas Pangalos | 0 | 0 | 0 | <1% (*) |
- Director ownership guideline: 5x annual cash retainer value; 5-year compliance window from appointment; as of Dec 31, 2024, directors either met guidelines or were within the 5-year window (Pangalos appointed Jan 1, 2025, thus within window) .
- Hedging/pledging: Prohibited; directors must use 10b5-1 plans for sales .
Governance Assessment
- Committee effectiveness: CMDC composition includes experienced leaders; Pangalos adds deep R&D perspective; CMDC utilizes independent compensation consultants (Pearl Meyer in 2024; Pay Governance in 2025), conducts annual compensation risk assessment, and maintains clawbacks exceeding Dodd-Frank—positive for governance quality .
- Independence and conflicts: Board and committee independence affirmed; BIIB disclosed no related party transactions; indemnification agreement standard for directors—no apparent conflicts tied to Pangalos’ affiliations (RED FLAG: none identified) .
- Ownership alignment: 0 shares reported as of April 21, 2025, which is typical immediately post-appointment; strong ownership guidelines and anti-hedging/pledging mitigate alignment risk (monitor build toward 5x retainer within 5 years) .
- Engagement/attendance: Service began in 2025; Board emphasizes executive sessions and stockholder engagement; attendance expectations are clear (monitor 2025 attendance) .
- Say-on-pay backdrop: 2024 Say-on-Pay support >95%, indicating broad investor approval of compensation governance (indirect confidence signal) .
Overall signal: Addition of a seasoned biopharma R&D leader to CMDC supports board effectiveness in aligning pay with pipeline execution and long-term value creation; independence, absence of related-party transactions, and strong policy framework (clawbacks, stock ownership, anti-hedging/pledging) bolster investor confidence. Key monitoring items: equity accumulation vs. ownership guidelines, any future interlocks involving Absci, and 2025+ committee attendance and contributions .