Susan Langer
BIOGENAbout Susan Langer
Independent director since 2023; age 34. President & Chief Business Officer at Souffle Therapeutics, with prior operating and venture roles in early-stage biotech and former Head of Corporate Strategy at Biogen (2013–2019). Education: B.A. in Science & Technology Studies, Cornell University. Core credentials: executive leadership, commercial execution, drug development, and business operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen | Head of Corporate Strategy and other roles | 2013–2019 | Internal strategic planning; informs board oversight of growth investments |
| Kojin Therapeutics | Founding President | 2020–2021 | Company-building in early-stage biotech |
| Paratus Sciences | Chief Business Officer | 2021–2023 | Translational strategy and partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Souffle Therapeutics | President & Chief Business Officer | 2021–present | Executive leadership; portfolio strategy |
| Guava Partners | Director | 2021–present | Board-level guidance; private firm |
| Old Silver VC LLC | Venture Partner | 2020–2023 | Early-stage investing; network access |
Board Governance
- Independence: Board determined Langer is independent under Nasdaq standards; all board committees are fully independent .
- Committee assignments: Member, Compensation & Management Development Committee (CMDC); CMDC met 6 times in 2024 .
- Attendance: Each director nominee attended all board and applicable committee meetings in 2024; board met 8 times .
- Board leadership: Independent Chair (Caroline Dorsa); independent directors held at least 4 executive sessions in 2024 .
- Risk oversight linkages: CGC oversees conflicts/related party transactions for directors; CMDC oversees compensation-risk balance .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $125,000 | Paid quarterly |
| Committee Member Retainer (CMDC) | $15,000 | Member (non-chair) rate |
| Cash actually paid (Fees Earned) | $125,611 | Reported 2024 cash received |
| Meeting fees | Not applicable | No per-meeting fees disclosed; structure is retainer-based |
Performance Compensation
| Equity Element | FY2024 Grant Date Fair Value | Units (Outstanding at 12/31/2024) | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual RSUs | $300,160 | 1,340 RSUs | Vest on earlier of first anniversary or 2025 annual meeting, subject to service | |
| Chair incremental RSUs | — | — | Not applicable (Langer not Chair) | |
| Plan terms | — | — | Annual grants under 2024 Omnibus Equity Plan; directors subject to 10b5-1 trading plans for sales | |
| CIC Acceleration | — | — | Awards subject to accelerated vesting upon CIC per plan terms |
Director stock ownership guidelines: 5x annual board cash retainer; 5-year compliance window. As of 12/31/2024, all non-employee directors met the requirement or were within the window .
Other Directorships & Interlocks
| Company | Public Listing | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No other public company boards; no related person transactions requiring disclosure |
Expertise & Qualifications
- Skills: Business operations, commercial, drug development, executive leadership .
- Industry vantage: Deep connections across biotech start-up and venture ecosystems .
- Education: B.A., Science & Technology Studies, Cornell University .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares owned | 1,420 | Direct ownership |
| Unvested RSUs | 1,340 | Outstanding as of 12/31/2024 |
| Total beneficial ownership | 2,760 | Shares owned + RSUs vesting within 60 days; <1% of shares outstanding |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging and pledging by directors |
| Guideline status | Meets or within window | Aggregate status for all directors as of 12/31/2024 |
Governance Assessment
- Strengths: Independent director with perfect 2024 attendance; sits on CMDC, supporting pay-for-performance oversight. Board is majority independent with strong governance (independent Chair; executive sessions; robust clawback, anti-hedging/pledging) .
- Compensation balance: Director pay mix emphasizes equity (RSUs ~$300k vs cash ~$126k in 2024), aligning with shareholder interests; director pay reviewed against peers; 2024 grant values adjusted to enhance alignment (director grant increased to $300k; Chair grant reduced to $100k) .
- Shareholder signals: Say-on-Pay approval >95% in 2024; ongoing director-led engagement with top holders enhances governance credibility .
- Conflicts/Related-party: No related person transactions disclosed; CGC oversees conflicts and related party transactions involving directors. Prior Biogen employment (2013–2019) noted, but independence affirmed under Nasdaq criteria; no transactions requiring disclosure .
- Risk flags: None disclosed on pledging/hedging; no meeting-fee incentives; double-trigger CIC protections are standard under Omnibus plan. Continued monitoring warranted for outside private roles to ensure no emerging related-party exposure; board’s policies provide review mechanisms .