Monish Patolawala
BIOGENAbout Monish Patolawala
Independent director since 2024; age 55. Currently CFO of ADM (since 2024) after serving as President & CFO of 3M (2020–2024) and CFO of GE Healthcare (2015–2020). Chartered Accountant (ICAI), Cost & Works Accountant (ICWAI), B.Com from St. Joseph’s College of Commerce (Bangalore). Designated an Audit Committee Financial Expert and serves on Biogen’s Audit Committee. Independence affirmed under Nasdaq rules; 100% attendance in 2024 board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADM | Chief Financial Officer | 2024–present | Oversees global finance, accounting, global business services, global technology, and enterprise strategy functions. |
| 3M Company | President & CFO | 2020–2024 | Led finance, enterprise strategy, IT, global service centers; oversaw execution of healthcare spin-off project office. |
| GE Healthcare | Chief Financial Officer | 2015–2020 | Senior finance leadership for global healthcare operations. |
| General Electric | Various roles (increasing responsibility) | 1994–2020 | Global finance and operations leadership across GE businesses. |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| ADM | Chief Financial Officer | 2024 | No other public company directorships disclosed. |
- Certifications: Chartered Accountant (ICAI); Cost & Works Accountant (ICWAI); Education: B.Com, St. Joseph’s College of Commerce (Bangalore).
Board Governance
- Committee assignments: Audit Committee member (financial expert). Audit Committee held 7 meetings in 2024; Board met 8 times in 2024.
- Independence and leadership: 10 of 11 directors independent; independent Board Chair (Caroline Dorsa). Executive sessions of independent directors held four times in 2024.
- Attendance and engagement: Each director nominee attended all Board and relevant committee meetings in 2024; all nominees attended the 2024 Annual Meeting.
- Appointment history: Elected November 2023 to fill vacancy effective January 1, 2024; indemnification agreement standard for directors.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $125,000 | Paid quarterly; applicable to all non-employee directors. |
| Audit Committee Member Retainer (cash) | $15,000 | Additional to Board retainer. |
| Total Cash Fees (Monish Patolawala) | $140,000 | Sum of Board + Audit Committee member fees. |
| Annual Equity Grant (RSUs) | $300,160 | Granted to each non-employee director in 2024; vests at earlier of first anniversary or 2025 Annual Meeting. |
| Total (Cash + Equity) | $440,160 | 2024 director compensation total. |
- Director equity award cap: Aggregate director compensation limited to $1 million per fiscal year under 2024 Omnibus Equity Plan.
Performance Compensation
Biogen does not use performance-based pay for non-employee directors; annual equity grants are time-based RSUs.
| RSU Terms (2024 Director Grant) | Value/Units | Vesting/Terms |
|---|---|---|
| Grant date fair value (Monish) | $300,160 | RSUs vest on the earlier of first anniversary of grant or 2025 Annual Meeting; accelerated upon death, disability, retirement, or change in control per plan. |
| Units outstanding at 12/31/2024 (Monish) | 1,340 | Scheduled to vest per above. |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None beyond Biogen. |
| Potential interlocks/conflicts | None disclosed involving Patolawala; Biogen maintains Related Person Transaction and Conflicts policies. |
- Historical related-party disclosure: 2023 proxy reported no related party transactions requiring disclosure under SEC rules.
Expertise & Qualifications
- Skills: Business operations, commercial, cybersecurity, executive leadership, finance, international business, public policy.
- Audit Committee Financial Expert designation supports oversight of financial reporting, controls, audit independence.
Equity Ownership
| Holder | Shares Owned | Shares Subject to Stock Units (vest within 60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Monish Patolawala | — | 1,340 | 1,340 | <1% |
- Stock ownership guidelines: Non-employee directors must hold shares equal in value to 5× annual board retainer within five years of election; as of 12/31/2024 all directors met or were within compliance window.
- Trading, hedging, pledging: Directors must use 10b5-1 plans to sell shares; hedging and pledging of company securities are prohibited under Biogen’s Global Insider Trading and Information Policy.
Governance Assessment
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Board effectiveness: Patolawala strengthens financial acumen on Audit Committee (financial expert) and signed the Audit Committee report, indicating active oversight of audit scope, internal controls, auditor independence, and financial reporting quality.
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Alignment and incentives: Director pay structure balanced—modest fixed cash plus equity in RSUs; ownership guidelines and anti-hedging/pledging policies align director interests with shareholders.
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Independence and engagement: Independent status, perfect attendance, and participation in executive sessions bolster investor confidence in oversight rigor.
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Potential conflicts: External role as ADM CFO noted; no disclosed related-party transactions or interlocks with Biogen, and policies require CGC review of any such transactions.
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RED FLAGS: None disclosed—no pledging, no related-party transactions reported, no attendance issues; time demands from ADM CFO role merit ongoing monitoring but 2024 attendance was 100%.
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Shareholder signals: 2024 Say-on-Pay support >95% indicates strong shareholder endorsement of compensation governance broadly.