Deepak Bhatt
Director at BMY
Board
About Deepak L. Bhatt, M.D., M.P.H., M.B.A.
Independent director since 2022, age 57, with core credentials in clinical cardiology, academic leadership, and translational medicine. Bhatt is Director of Mount Sinai Fuster Heart Hospital and the Dr. Valentin Fuster Professor of Cardiovascular Medicine at Icahn School of Medicine at Mount Sinai; prior roles include Professor of Medicine at Harvard Medical School, Executive Director of Interventional Cardiovascular Programs at Brigham and Women’s Hospital, and leadership positions at Cleveland Clinic, VA Boston, and Dana-Farber Cancer Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn School of Medicine at Mount Sinai | Director, Mount Sinai Fuster Heart Hospital; Dr. Valentin Fuster Professor of Cardiovascular Medicine | 2022–present | Leads cardiovascular clinical and academic programs |
| Harvard Medical School | Professor of Medicine (and Visiting Professor) | 2012–2022; Visiting 2022–2024 | Academic leadership in cardiology education and research |
| Brigham and Women’s Hospital | Executive Director, Interventional Cardiovascular Programs | 2013–2022 | Oversight of interventional cardiology programs |
| Dana-Farber Cancer Institute | Cardiologist | 2009–2022 | Onco-cardiology interface |
| VA Boston Healthcare | Chief of Cardiology | 2008–2013 | Service leadership in federal health system |
| Cleveland Clinic | Associate Director roles; attending physician | 2001–2008 | Fellowship leadership in interventional and cardiovascular medicine |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American College of Cardiology | Former Member, Board of Trustees | n/d | National cardiovascular policy and professional standards |
Board Governance
- Independence: Independent director; BMY board determined 10 of 11 nominees are independent (CEO excluded) and found no relationships impairing independence under NYSE standards .
- Committees: Member, Compensation and Management Development Committee (CMDC) and Science & Technology Committee; not a chair .
- Engagement/attendance: Board met 9 times in 2024; average aggregate attendance >96%; no director attended fewer than 85% of aggregate Board and committee meetings during service . CMDC held 6 regular meetings; Science & Technology held 5 .
- Governance processes: Annual board/committee evaluations led by Lead Independent Director; robust questionnaires and one-on-one assessments completed in early 2025 . Independent directors hold executive sessions; LID responsibilities include agenda oversight, shareholder engagement, and executive session leadership .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Increased for 2024 based on peer review (FW Cook) |
| Committee member retainers (non-chair) | $15,000 per committee | Applies to Audit, CMDC, Governance, S&T |
| Committee chair retainer | $25,000 | Not applicable to Bhatt (not a chair) |
| Lead Independent Director retainer | $50,000 | Not applicable to Bhatt |
| 2024 cash fees earned (Bhatt) | $140,000 | Matches two committee memberships: $110,000 + $15,000 + $15,000 |
Performance Compensation (Director)
| Award | Grant Date | Units/Shares | Grant Date Fair Value | Vesting/Settlement | Notes |
|---|---|---|---|---|---|
| Annual Deferred Share Units (DSUs) | Feb 1, 2024 | 4,314.773 DSUs | $210,000 (FMV $48.67) | Settle in BMY shares upon retirement or elected future date under plan | Applies to all non-employee directors then serving |
| Pro-rata DSU (new directors only) | Jul 1, 2024 | n/a for Bhatt | n/a | n/a | McMullen example: 2,986.941 DSUs valued $123,361 (FMV $41.30) |
| Cash deferral to DSUs (Bhatt) | 2024 | 464 DSUs via $26,250 deferral | $26,250 | Per director election; paid at termination/elected date | 100% allocated to DSUs per deferral election |
- Structure: Non-employee director equity is DSUs (non-forfeitable at grant) settleable solely in shares; directors are required to defer at least 25% of cash retainer until 5x retainer ownership guideline is met .
- Performance metrics: Director DSUs are not tied to operational performance metrics (e.g., EPS/TSR); they align director interests with shareholders via equity exposure and share retention requirements .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No other public company boards disclosed |
Expertise & Qualifications
- Science/Technology/Innovation; Healthcare; Academia/Non-Profit—designated key strengths in board matrix .
- Extensive clinical and translational leadership across elite institutions; informs pipeline, clinical risk-benefit, and post-market vigilance oversight on Science & Technology Committee .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Total common shares beneficially owned | 14,488 | Mar 14, 2025 | Composed of DSUs; sole voting/investment power definitions per proxy |
| Common shares underlying options/stock units exercisable/vestable within 60 days | 0 | Mar 14, 2025 | Directors have no options; exception only for Haller’s converted Celgene options |
| Deferred Share Units outstanding | 14,488 | Mar 14, 2025 | DSUs have no voting rights; settle in stock |
| Ownership as % of shares outstanding | <1% | Mar 14, 2025 | No director or executive officer individually owns ≥1% |
| Shares pledged as collateral | 0 | Policy current | Hedging and pledging prohibited; no directors/officers have pledged shares or hold on margin |
Insider Trades (Form 4 filings – overview)
| Date Filed | Event Type | Description | Source |
|---|---|---|---|
| Apr 2, 2024 | Form 4 | Director equity reporting; attorney-in-fact signed for Deepak Bhatt | |
| Feb 5, 2024 | Form 4 | Annual director grant (DSUs) related to Feb 1 award | |
| Jul 2, 2024 | Form 4 | Periodic director equity reporting (no open-market trades) | |
| Ongoing | Aggregator index of Bhatt Form 4s | Real-time index of filings; labels may generalize awards |
Note: BMY’s proxy confirms directors have not received stock options since 2006 (Haller’s options originated from Celgene conversion); director equity is DSUs. Aggregators may mislabel “grants” as “options.” Rely on proxy characterization for award type .
Governance Assessment
- Board effectiveness and independence: Bhatt strengthens clinical-science oversight and risk management through service on Science & Technology and CMDC; independent status and no related-party transactions disclosed support investor confidence .
- Alignment: Director pay mixes cash retainers with DSUs, embedding equity exposure and share retention requirements (5x retainer within five years), reinforcing long-term alignment; no hedging or pledging permitted .
- Engagement: Board-wide attendance was strong (>96% aggregate) with robust evaluation/education practices and frequent executive sessions—positive for board process quality .
- Potential conflicts: None disclosed for Bhatt; governance committee oversees related-party transactions and determined no independence impairments among independent directors .
RED FLAGS
- None identified: no low attendance, no hedging/pledging, no related-party transactions, no option repricing; director equity is DSUs without special terms beyond plan .
Citations:
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Internet: SEC Form 4 (Apr 2, 2024) **[https://www.sec.gov/Archives/edgar/data/14272/000001427224000082/xslF345X03/wk-form4_1712097482.xml]**; Benzinga insider page **[https://www.benzinga.com/sec/insider-trades/0001934074/deepak-bhatt]**; secform4 index **[https://www.secform4.com/insider-trading/1934074.htm]**