Derica Rice
Director at BMY
Board
About Derica W. Rice
Derica W. Rice (age 60) is an independent director of Bristol‑Myers Squibb (BMS) since 2020, serving as Chair of the Audit Committee and member of the Compensation & Management Development Committee; he is designated an “audit committee financial expert” by the Board . His core credentials span public company CFO experience (Eli Lilly), healthcare operations (CVS Health PBM), financial oversight, risk management, and digital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health / CVS Caremark | EVP, CVS Health; President, Pharmacy Benefits Management Business | 2018–2020 | Led PBM operations and strategic payer relationships |
| Eli Lilly and Company | EVP, Global Services; Chief Financial Officer | 2010–2017 (EVP); 2006–2017 (CFO) | Enterprise finance, global services, capital allocation |
| Eli Lilly and Company | Vice President & Controller | 2003–2006 | Corporate controllership and reporting |
| Eli Lilly and Company | Various executive positions | 1990–2005 | Progressive finance/operating roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation | Director | Current | Not disclosed in BMY proxy |
| The Walt Disney Company | Director | Current | Not disclosed in BMY proxy |
| The Carlyle Group | Director | Current | Not disclosed in BMY proxy |
| Center for Leadership Development | Director | Current | Non‑profit leadership engagement |
| Tessera Therapeutics | Director | Current | Scientific advisory/biotech governance |
Note: The BMS Board disclosed Mr. Rice is “a current member of the audit committee of three other public company boards”; the Board determined this simultaneous service does not impair his ability to serve on BMS’s Audit Committee, with Mr. Rice recusing himself from such determinations .
Board Governance
- Current BMS Committees: Audit Committee Chair; Compensation & Management Development Committee member; member of the ad hoc Board Finance Committee in 2024 (acted once) .
- Committee meetings held in 2024: Audit (8 regular); Compensation (6 regular) .
- Independence: The Board determined 10 of 11 nominees (including Mr. Rice) are independent; no relationships impairing independence were identified in the annual review (Feb 2025) .
- Attendance & engagement: Board met 9 times in 2024; average aggregate attendance >96%; no director attended fewer than 85% of aggregate Board/committee meetings; all 2025 nominees who were directors as of the 2024 Annual Meeting attended the 2024 Annual Meeting .
- Audit Committee remit includes oversight of accounting/auditing quality, internal audit, compliance and ethics program, disclosure controls, enterprise risk (including cybersecurity), and information security program updates from the CISO .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual Board retainer (cash) | 110,000 |
| Committee Chair retainer (Audit) | 25,000 |
| Committee member retainer (Compensation) | 15,000 |
| Fees earned or paid in cash (Rice total) | 150,000 |
| Annual equity award (Deferred Share Units) | 210,000 |
| Company charitable match (cap $30,000; Rice actual) | 30,000 |
| Total 2024 director compensation (Rice) | 390,000 |
Additional mechanics:
- Annual DSU grant on Feb 1, 2024: 4,314.773 DSUs valued at $210,000 at $48.67 FMV; new directors receive pro‑rated grants upon joining .
- Director share retention requirement: minimum ownership of 5× annual cash retainer within five years; at least 25% of the annual retainer is deferred into DSUs until the guideline is met .
Performance Compensation
Non‑employee directors do not receive performance‑based equity (no options/PSUs) and are paid via cash retainers and DSUs that settle in stock at retirement or a pre‑selected date; DSUs are non‑forfeitable at grant and track share price, but are not tied to explicit performance metrics . For context, BMS’s executive incentive programs (overseen by the Compensation & Management Development Committee) use the following measures:
| Measure | Program Use | Disclosed Weighting/Notes |
|---|---|---|
| Growth Portfolio Revenue | Annual incentive and PSUs | 35% of annual incentive; 40% of PSU awards (2024) |
| Non‑GAAP Operating Income | Annual incentive | Profitability focus; weight not disclosed |
| Pipeline performance | Annual incentive | Development milestones; weight not disclosed |
| Relative TSR | Long‑term incentives | Used in MSUs/PSUs; weight not disclosed |
| Operating Margin | Incentive framework | Significant measure listed |
| Sustainability Scorecard | Annual incentive | ESG‑linked goals; executive accountability |
| Stock Price | Long‑term incentives | Market performance linkage |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Target Corporation | Director | Board disclosed Rice serves on audit committees of three other public company boards; Board concluded no impairment to BMS Audit service; Rice recused from this determination |
| The Walt Disney Company | Director | Same as above |
| The Carlyle Group | Director | Same as above |
Expertise & Qualifications
- Designated audit committee financial expert; extensive corporate finance and internal control experience .
- Healthcare operating expertise (payer/PBM dynamics) and risk management .
- Digital/technology oversight experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned (as of Mar 14, 2025) | 30,681 | Direct/indirect ownership; includes plan holdings per table footnotes |
| Common shares underlying deferred share units (as of Mar 14, 2025) | 30,681 | DSUs have no voting rights |
| Deferred share units held (Dec 31, 2024 snapshot) | 26,841 | Prior year-end count; increases via deferrals/grants |
| 2024 cash deferral elected | $150,000; 100% to DSUs; 2,652 DSUs acquired | Deferrals credited to DSUs pursuant to share retention guideline |
| Ownership as % of shares outstanding (common only) | ~0.0015% | 30,681 ÷ 2,034,763,196.509 = ~0.0015%; DSUs non‑voting |
| Options (exercisable/unexercisable) | 0 | No stock options outstanding |
| Pledging/hedging | None; prohibited by policy; none pledged by directors/officers |
Fixed Compensation (Detail by Instrument)
| Instrument | Key Terms |
|---|---|
| DSUs (director annual grant) | Non‑forfeitable at grant; settle only in BMS common shares at retirement or a pre‑selected future date under the plan |
| Cash retainers | Annual Board ($110k), Audit Chair ($25k), Committee member ($15k) |
| Matching gifts | Eligible up to $30k; Rice participated ($30k in 2024) |
Governance Assessment
-
Strengths:
- Chair of Audit Committee with formal “financial expert” designation; direct oversight of enterprise risk (including cybersecurity), compliance, disclosure controls, and auditor independence .
- Deep payer/PBM and big‑cap pharma finance background enhances risk/controls and pricing/access oversight .
- Strong Board engagement: nine Board meetings in 2024; average attendance >96%; independent directors meet in executive session; proactive shareholder outreach (>50% voting shares targeted) .
- Ownership alignment via DSUs, required share retention (5× retainer), and regular deferrals into equity .
-
Risks/Red flags to monitor:
- Bold RED FLAG: Simultaneous audit committee service at three other public company boards (in addition to BMS Audit Chair) raises overboarding and capacity concerns; BMS Board concluded no impairment, with Rice recusing, but investors may scrutinize bandwidth in stressed periods .
- Multiple outside directorships (Target, Disney, Carlyle) put him at BMS’s stated cap for non‑employee directors (generally four boards including BMS); continued compliance depends on board count stability .
- Related‑party transactions: none disclosed tied to Rice; BMS maintains formal RPT policy and disclosed only BlackRock/Vanguard relationships as >5% holders; continue monitoring for any PBM/payer linkages given prior CVS role .
-
Policy safeguards:
- No hedging/pledging; no director/officer pledges outstanding .
- Robust independence standards and annual evaluation process, with Board/committee self‑assessments and one‑on‑one director assessments led by the Lead Independent Director .
- Director compensation benchmarked with Frederic W. Cook & Co.; 2024 adjustments kept pay near peer median .
Overall: Mr. Rice brings high‑value financial and healthcare expertise aligned to his Audit Chair role, with clear ownership alignment via DSUs and deferrals. The principal governance watch‑item is audit committee overboarding across three other public companies; investors should continue to monitor his committee load and time commitments during financial or control stress events .