William Hawkins
BIOGENAbout William A. Hawkins
Independent director of Biogen since 2019; age 71; currently Chair of the Audit Committee and member of the Corporate Governance Committee. Former Chairman and CEO of Medtronic, President/CEO of Immucor and Novoste; Senior Advisor to EW Healthcare Partners; education includes a dual B.Sc. in Electrical and Biomedical Engineering from Duke University and an MBA from UVA Darden. Biogen classifies him as independent under Nasdaq rules and as an Audit Committee Financial Expert. Tenure on Biogen’s board: 6 years as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | Chairman & CEO | 2002–2011 | Led global medtech operations, strategy, and capital allocation |
| Immucor | President & CEO | 2011–2015 | Transfusion/transplant medicine leadership; operational transformation |
| Novoste Corporation | President & CEO | 1998–2001 | Interventional cardiology; commercialization oversight |
| EW Healthcare Partners | Senior Advisor | Since 2017 | Life sciences PE strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bioventus, Inc. | Chair | Since 2016 | Public company; orthobiologics; governance oversight |
| MiMedx Group, Inc. | Director | Since 2020 | Public company; regenerative biologics |
| Avanos Medical, Inc. | Director (prior) | 2015–2021 | Public company; prior service |
| Duke University Health System | Director | — | Academic health system oversight |
| Virtue Labs; Enterra; Lacuna Medical; Cirtec Medical; Baebies | Director (private) | — | Private life science companies |
| National Academy of Engineering; AIMBE College of Fellows | Member/Fellow | — | Recognition of technical leadership |
Board Governance
- Committee assignments: Audit (Chair); Corporate Governance (Member) .
- Attendance: Each director attended all meetings of the Board and their committees in 2024; Board met 8 times; Audit met 7 times; Corporate Governance met 4 times .
- Independence: Classified independent; all standing committees composed entirely of independent directors; board led by an independent Chair (Caroline Dorsa) .
- Executive sessions: Independent directors met in executive session four times in 2024; committees also held numerous executive sessions .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $125,000 | Standard non-employee director cash retainer |
| Audit Committee Chair Fee | $30,000 | Additional cash retainer for chair role |
| Corporate Governance Committee Member Fee | $15,000 | Additional cash retainer for membership |
| Total Cash Fees Paid (2024) | $170,000 | Matches fee line item for Hawkins in 2024 |
Performance Compensation
| Equity Element | 2024 Grant Value | Units Outstanding (12/31/2024) | Vesting | Plan Limits / Accelerators |
|---|---|---|---|---|
| Annual RSU grant | $300,160 | 1,340 RSUs | Vests at earlier of first anniversary of grant or 2025 Annual Meeting, subject to service | |
| Director compensation cap | — | — | — | Combined cash+equity ≤ $1,000,000 per fiscal year under 2024 Omnibus Plan |
| Accelerated vesting triggers | — | — | — | Death, disability, retirement; change in control |
No performance-conditioned director equity (e.g., PSUs) is disclosed for non-employee directors; grants are time-based RSUs intended to align director and shareholder interests .
Other Directorships & Interlocks
| Company/Institution | Relationship to BIIB Ecosystem | Potential Conflict Considerations |
|---|---|---|
| Bioventus; MiMedx; Avanos (prior) | Medtech/biologics businesses distinct from Biogen’s core therapeutics | Biogen discloses no related-party transactions; CGC screens conflicts; hedging/pledging prohibited |
| Duke University Health System; private life science boards | Academic/healthcare networks | CGC reviews independence and related-party exposure per policy |
- Related-party transactions: “There are no relationships or transactions with related persons that are required to be disclosed” in the 2025 proxy .
- Conflict of interest policy: CGC must approve any related-person transaction; policy prohibits financial interests in competitor/customer/vendor; independence reviewed against Nasdaq requirements .
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance and operating experience; executive leadership across medtech; international business; public board service; public policy perspective .
- Skills matrix attributes include business operations, commercial, executive leadership, finance, international, public board service, public policy .
Equity Ownership
| Holder | Shares Owned | RSUs/Units Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| William A. Hawkins | 5,150 | 1,340 | 6,490 | Less than 1% (*) |
- Outstanding shares used for calculation: 146,527,145 as of April 21, 2025; proxy denotes “*” for <1% holdings for directors .
- Stock ownership guidelines: Non-employee directors must hold shares equal in value to 5x the annual Board cash retainer; five-year compliance window; as of 12/31/2024, all non-employee directors met the requirement or were within the window .
- Hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, and pledging of company securities by directors; sales must use 10b5-1 trading plans established during open windows .
Governance Assessment
- Board effectiveness: Hawkins chairs Audit with 7 meetings in 2024, contributing to oversight of financial reporting, auditor independence, internal controls, tax strategy, and compliance; Audit Committee directly oversees PwC and lead partner rotation; Hawkins signed the Audit Committee report affirming inclusion of audited financials in the 10-K .
- Independence & engagement: Fully independent; 100% attendance; participates in CGC overseeing governance, director evaluations, succession, and conflicts policy; board-led annual engagement with top 10 stockholders .
- Compensation alignment signals: Strong say-on-pay support (95% in 2024), clawback policy exceeding Dodd-Frank, stringent stock ownership and anti-hedging/pledging policies; CMDC uses independent consultants, with independence confirmed .
- Director pay structure: Balanced cash retainer plus time-based RSUs ($170,000 cash; $300,160 RSU grant in 2024), below plan cap; clear vesting and change-in-control terms; indicates alignment without undue risk-taking incentives .
- RED FLAGS: None disclosed—no related-party transactions; hedging/pledging prohibited; full attendance; independence affirmed. Monitor for potential interlocks across medtech boards, but no Biogen-related transactions identified; director compensation remains within plan limits .