Stephen Sherwin - Director | BIOGEN (BIIB) Executive Profile & Compensation

About Stephen A. Sherwin

Independent director of Biogen; age 76; director since 2010. Trained medical oncologist and life sciences company builder; Clinical Professor of Medicine at UCSF and advisory partner at Third Rock Ventures. Key board skills: business operations, drug development, executive leadership, finance, public board service, public policy, and scientific research .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cell Genesys, Inc.	Chief Executive Officer	1994–2009	Led biotech through merger; oncology expertise
Abgenix, Inc.	Chairman & Co‑founder	1996–2006	Built antibody company acquired by Amgen
Ceregene	Chairman & Co‑founder	2001–2013	Built gene therapy company acquired by Sangamo
UCSF	Clinical Professor of Medicine	2010–present	Academic leadership; oncology practice
Zuckerberg San Francisco General Hospital	Volunteer Attending Physician (Heme/Onc)	2010–present	Patient care; community engagement
Third Rock Ventures	Advisory Partner	2016–present	Venture advisory; portfolio strategy

External Roles

Organization	Role	Tenure	Notes
Neurocrine Biosciences, Inc.	Director (public company)	1999–present	Current public board service
Epiphany Technology Acquisition Corp.	Director	2022–2023	Prior SPAC board role
Bios Special Acquisition Corporation	Director	2021–2023	Prior SPAC board role
Aduro Biotech, Inc.	Director	2015–2020	Prior public board role

Board Governance

Independence: Independent director; Biogen board is led by an independent Chair; all standing committees are fully independent .
Committees: Audit Committee member; designated “audit committee financial expert” .
Attendance: 100% attendance at Board and applicable committee meetings in 2024; Audit Committee met 7 times .
Executive sessions: Independent directors met without management 4 times in 2024 .
Tenure: Director since 2010 (15 years of service as of 2025); Board policy targets average independent director tenure ≤10 years; current average ≈7 years .

Fixed Compensation

Component	2024 Amount
Fees earned or paid in cash	$140,000
Retainer schedule in effect (reference)	Board retainer: $125,000; Audit/CGC/CMDC Chair: $30,000; Audit/CGC/CMDC Member: $15,000

Notes:

Directors may defer cash retainers via the Voluntary Board of Directors Savings Plan; fixed-rate option credited 5% for 2024; no company match .
Biogen Foundation matching gift program up to $5,000 annually is available; Sherwin reported no “All Other Compensation” in 2024 .

Performance Compensation

Award Type	Grant Date Fair Value	Units (Outstanding as of 12/31/2024)	Vesting	Change‑in‑Control / Other Acceleration
Annual RSUs (Director)	$300,160	1,340	Vest in full at earlier of first anniversary of grant or 2025 Annual Meeting, subject to service	Accelerated vesting upon death, disability, retirement, and upon change in control under 2024 Omnibus Equity Plan

Notes:

Directors receive annual equity under the 2024 Omnibus Equity Plan; total annual director cash + equity capped at $1,000,000 per fiscal year .
In 2024, Biogen increased non‑employee director equity awards from ~$270,000 to ~$300,000 and reduced the additional Chair grant to $100,000 .

Other Directorships & Interlocks

Company	Relationship to Biogen	Potential Interlock/Conflict
Neurocrine Biosciences, Inc.	External public board where Sherwin serves	No related‑party transactions disclosed in proxy; monitor for any business dealings .
Third Rock Ventures (advisory partner)	Life sciences venture investor	Biogen’s CGC oversees conflicts and related party transactions; none disclosed involving Sherwin .

Expertise & Qualifications

Medical oncology, drug development and scientific research; executive leadership and finance; public policy and board service .
Education: B.A. in Biology (Yale); M.D. (Harvard Medical School) .

Equity Ownership

Holder	Shares Owned	RSUs/Options Vesting ≤60 Days	Total Beneficial Ownership	% of Outstanding Shares
Stephen A. Sherwin	9,978	1,340	11,318	<1%

Alignment & Controls:

Director stock ownership guideline: 5× annual cash retainer; compliance required within 5 years; as of 12/31/2024, all non‑employee directors met or were within the compliance window .
Hedging and pledging of Biogen stock are prohibited; directors must use pre‑established Rule 10b5‑1 trading plans for sales .

Governance Assessment

Strengths
- Independent director with deep oncology and company‑building experience; Audit Committee financial expert designation enhances financial oversight .
- Full attendance; independent board leadership and regular executive sessions support robust oversight .
- Compensation structure for directors emphasizes equity RSUs with straightforward vesting; change‑in‑control acceleration and clawback/recoupment policies reinforce governance controls .
- Strong shareholder support for executive pay in 2024 (Say‑on‑Pay >95%), signaling investor confidence in compensation governance .
Watch items / potential conflicts
- Long individual tenure (since 2010) relative to board’s average tenure policy could raise entrenchment perception; Board maintains refreshment and average tenure ≈7 years, mitigating risk at the aggregate level .
- Advisory role at Third Rock Ventures: no related party transactions disclosed, but monitor for any Biogen dealings with Third Rock portfolio companies; CGC oversees conflicts and related person transactions .
Risk indicators
- No pledging/hedging permitted; no loans or related‑party transactions disclosed for Sherwin in the proxy .
- Insider trading controls via 10b5‑1 plans; Audit Committee oversight and annual risk assessments in place .

Overall, Sherwin’s medical/scientific depth and audit expertise support board effectiveness; independence, attendance, and alignment policies are positive signals. Monitor for conflict exposure via venture affiliations and maintain focus on board refreshment to balance tenure considerations .