Julia Haller
Director at BMY
Board
About Julia A. Haller, M.D.
Independent director of Bristol Myers Squibb since 2019; age 70 as of the 2025 proxy. Ophthalmologist-in-Chief at Wills Eye Hospital (Philadelphia) and Professor/Chair at Sidney Kimmel Medical College (Thomas Jefferson University). Former Johns Hopkins faculty; trained at the Wilmer Eye Institute, first female Chief Resident. Chair of the Science & Technology Committee; member, Committee on Directors and Corporate Governance. Determined independent by the Board under NYSE standards; 10 of 11 nominees independent overall.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wills Eye Hospital | Ophthalmologist-in-Chief; William Tasman, M.D. Endowed Chair | 2007–present | Clinical and academic leadership |
| Thomas Jefferson Univ. (Sidney Kimmel Medical College/Thomas Jefferson Hospitals) | Professor and Chair, Ophthalmology | Present | Department leadership |
| Johns Hopkins (Wilmer Eye Institute) | Faculty; Katharine Graham Chair; first female Chief Resident | Until 2007; residency training earlier | Academic leadership; milestone first female Chief Resident |
| Wilmer Eye Institute (Training) | Residency and Chief Residency | Prior to Hopkins faculty | Clinical training milestone |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Opthea Limited | Director (public company) | Current | Other public board |
| Outlook Therapeutics, Inc. | Director (public company) | Current | Other public board |
| Celgene Corporation | Director (public company) | Former | Legacy board; options converted at BMY closing |
| Eyenovia, Inc. | Director (public company) | Former | Former public board |
| National Academy of Medicine | Member | Current | Professional recognition |
| College of Physicians of Philadelphia | Chair, Board of Trustees | Current | Non-profit governance role |
| HEED Ophthalmic Foundation | Chair, Board | Current | Non-profit governance role |
| Johns Hopkins Medicine Alumni Society | President | Current | Alumni leadership |
Board Governance
- Committee assignments: Chair, Science & Technology Committee; member, Committee on Directors and Corporate Governance.
- Independence: Board determined all nominees except CEO are independent; process reviewed commercial/charitable ties (e.g., GE Healthcare) and deemed immaterial under categorical standards; Haller is an independent director.
- Attendance: In 2024, Board met 9 times (7 regular, 2 special); average attendance >96%; no director attended fewer than 85% of aggregate meetings.
- Committee activity: 2024 meetings—Audit 8; Directors & Corporate Governance 3; Compensation & Management Development 6; Science & Technology 5.
- Executive sessions/lead independent director: Independent directors met in executive session; LID responsibilities include agenda approval, calling meetings, shareholder engagement.
Fixed Compensation
| Component (Non-Employee Directors, 2024) | Value | Details |
|---|---|---|
| Annual Board Retainer (cash) | $110,000 | Increased for 2024 by $5,000 to align near peer median |
| Annual Equity Award (Deferred Share Units) | $210,000 | Increased by $10,000; non-forfeitable at grant; settled solely in BMY shares upon retirement or specified date |
| Lead Independent Director Retainer | $50,000 | Role-based responsibilities |
| Committee Chair Retainer | $25,000 | Per committee chair |
| Committee Member Retainer (not Chair) | $15,000 | Audit, Compensation, Directors & Corp Gov, Science & Tech |
| Julia A. Haller – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $150,000 |
| Stock Awards (DSUs grant-date fair value) | $210,000 |
| Option Awards | $0 |
| All Other Compensation (charitable match) | $30,000 |
| Total | $390,000 |
| 2024 Deferral Election (Cash Comp) | Allocation |
|---|---|
| Dollar Amount Deferred | $150,000 |
| U.S. Total Bond Index | 20% |
| Short Term Fund | 0% |
| Total Market Index Fund | 80% |
| Company Deferred Amount Allocated to DSUs (%) | 0% |
| Company Deferred Share Units Acquired (#) | 2,652 |
Performance Compensation
| Program Aspect | Metric/Condition | Status |
|---|---|---|
| Director annual equity | DSUs – non-forfeitable; settle in shares at retirement/selected date | Not performance-based |
| Options | No options granted to directors since 2006 | Not applicable (legacy Celgene options for Haller only) |
| Clawbacks/recoupment | Applies to executive incentive programs; directors’ pay structure reviewed for risk | Not metric-based for directors |
Grant details: On Feb 1, 2024, non-employee directors received 4,314.773 DSUs valued at $210,000 (FMV $48.67); pro-rata grants for mid-year additions.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Opthea Limited | Biotechnology | Director | No specific BMY transaction disclosed; Governance Committee oversees conflicts |
| Outlook Therapeutics, Inc. | Biotechnology | Director | No specific BMY transaction disclosed; Governance Committee oversees conflicts |
| Celgene Corporation (former) | Biotechnology | Director | Celgene–BMY transaction led to conversion of Celgene options to BMY options for Haller |
| Eyenovia, Inc. (former) | Biotechnology | Director | Former role noted; no BMY transaction disclosed |
Expertise & Qualifications
- Healthcare and science/technology expertise; academia/non-profit leadership; member of National Academy of Medicine.
- Clinical leadership at Wills Eye; department chair at Thomas Jefferson; extensive ophthalmology credentials and training at Johns Hopkins/Wilmer Eye Institute.
- Current role as Chair of Science & Technology Committee aligns with oversight of pipeline and scientific risk.
Equity Ownership
| As of Date | Total Common Shares Owned (#) | Common Shares Underlying Options/Stock Units (#) | Deferred Share Units (#) |
|---|---|---|---|
| March 14, 2025 | 129,311 | 83,469 | 32,223 |
| December 31, 2024 (DSUs only) | — | — | 28,367 |
- Ownership concentration: None of directors/executives individually own >1% of BMY outstanding shares.
- Share retention guidelines: Non-employee directors must acquire and maintain stock/units valued at ≥5x annual cash retainer within five years; at least 25% of retainer deferred until requirement met.
- Hedging/pledging: Hedging prohibited; pledging prohibited except pre-approved limited cases; none of the directors or executive officers have pledged BMY shares or hold them in margin accounts.
Governance Assessment
- Strengths: Independent status; chair of Science & Technology enhances scientific oversight; active committee participation; strong attendance culture (>96% average; no director <85%); mandatory ownership and deferral policies align director incentives with shareholders.
- Alignment: Annual DSU grants settle in shares at retirement; Haller holds significant DSUs and legacy options converted from Celgene, increasing long-term equity exposure.
- Conflicts oversight: Governance Committee actively reviews related-party transactions and director independence; Board reaffirmed independence after reviewing relationships (e.g., GE Healthcare example) and adopted categorical materiality standards.
- Potential watch items: Legacy Celgene options (83,469 underlying shares) remain outstanding; strike/expiration not disclosed in proxy—monitor for potential in-the-money value realization and optics. No pledging/hedging permitted, reducing risk.
Board Governance (Detail Table)
| Committee | Haller Role | 2024 Meetings |
|---|---|---|
| Science & Technology | Chair | 5 |
| Committee on Directors & Corporate Governance | Member | 3 |
| Audit | Not a member | 8 |
| Compensation & Management Development | Not a member | 6 |
The Board’s independent directors held executive sessions; Lead Independent Director responsibilities include agenda approval, calling independent director meetings, and shareholder engagement.
Director Compensation Program Notes
- 2024 changes moved director compensation near peer median; reviewed by Frederic W. Cook & Co. and approved by the full Board.
- DSUs are non-forfeitable at grant and settle solely in BMY shares upon retirement/specified date, reinforcing long-term alignment.
- Matching gifts program up to $30,000 annually; reflected in “All Other Compensation.”
Related Party Transactions and Independence Safeguards
- Formal policy and procedures for review/approval of transactions >$120,000 involving related parties; Governance Committee oversight; director recusal on matters where they are a related party.
- 2025 independence determination concluded no relationships impair director independence; categorical immateriality thresholds defined (e.g., ≤ greater of $1M or 2% revenues for payments to/from another entity).
Attendance and Engagement
| 2024 Board Activity | Detail |
|---|---|
| Board Meetings | 9 total (7 regular, 2 special) |
| Attendance | >96% average; no director <85% |
| Information Sessions | Supplemented regular meetings throughout 2024 |
| Annual Meeting | 2025 nominees who were directors in 2024 attended the 2024 Annual Meeting |
RED FLAGS
- Shares pledged/hedged: None by directors; prohibited under policy.
- Related-party exposure: No independence-impairing relationships found in 2025 review; policy governance robust.
- Option repricing: Not disclosed for directors; no option grants to directors since 2006; Haller’s options are legacy Celgene conversions.