Karen Vousden
Director at BMY
Board
About Karen H. Vousden, Ph.D.
Independent director of Bristol-Myers Squibb since 2018; age 67. A cancer biologist and academic leader, she is Principal Group Leader at the Francis Crick Institute (London), former Chief Scientist of Cancer Research UK, and a former director at CRUK’s Beatson Institute; prior leadership at the U.S. National Cancer Institute. Core credentials include extensive healthcare and scientific/technology expertise and international experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francis Crick Institute | Principal Group Leader | 2017–present | Leads cancer biology research programs |
| Cancer Research UK | Chief Scientist | 2016–2022 | Set scientific priorities; public research leadership |
| CRUK Beatson Institute, Glasgow | Director | 2002–2016 | Directed a major UK cancer research center |
| National Cancer Institute (Maryland) | Leadership roles | 1995–2002 | Senior scientific leadership in U.S. oncology research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Faeth Therapeutics, Inc. | Founder & Consultant | Not disclosed | Nutritional/metabolic oncology innovator |
| Allison Institute (MD Anderson) | Science Advisory Board member | Not disclosed | Scientific advisory role |
| Kovina Therapeutics | Science Advisory Board member | Not disclosed | Scientific advisory role |
| Ludwig Institute for Cancer Research | Science Advisory Board member | Not disclosed | Scientific advisory role |
| Volastra Therapeutics | Science Advisory Board member | Not disclosed | Scientific advisory role |
| Royal Society | Fellow | Not disclosed | Prestigious scientific society membership |
| U.S. National Academy of Sciences | Foreign Member | Not disclosed | International scientific recognition |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (10 of 11 nominees independent) |
| Board Service (years) | Director since 2018; tenure 7.4 years as of May 6, 2025 |
| Committees | Compensation & Management Development (member); Science & Technology (member) |
| Committee Chairs | None (Peter Arduini chairs CMDC; Julia Haller chairs S&T) |
| Board & Committee Meetings | Board met 9 times in 2024; committees: Audit 8, Governance 3, CMDC 6, S&T 5 |
| Attendance | Average aggregate >96%; no director under 85% |
| Lead Independent Director | Role held by Theodore R. Samuels; robust LID responsibilities and executive sessions |
| Independence Review | Annual review; no relationships impairing independence; immaterial GE Healthcare relationship assessed (not Vousden) |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Increased for 2024; median-aligned vs peers |
| Committee Member Retainers | $15,000 per committee | Applies to CMDC, Audit, Governance, S&T |
| Lead Independent Director Retainer | $50,000 | For LID only (not Vousden) |
| 2024 Cash Earned (Vousden) | $140,000 | $110k base + two committees ($15k ×2) |
| Meeting Fees | None | Not included in program |
| Charitable Match | Eligible up to $30,000 | Vousden: $0 in 2024 |
Performance Compensation (Director)
| Grant Type | Grant Date | Units/Value | Vesting/Settlement | Notes |
|---|---|---|---|---|
| Deferred Share Units (DSUs) | Feb 1, 2024 | 4,314.773 DSUs valued at $210,000 | Non-forfeitable at grant; settles in BMY shares upon retirement or elected date under plan | |
| 2024 Stock Awards (Vousden) | 2024 | $210,000 | As above | Total director equity grant |
Directors do not have performance-linked metrics; their equity compensation is granted as DSUs without performance conditions .
Other Directorships & Interlocks
| Public Company Boards | Interlocks/Conflicts |
|---|---|
| None disclosed for Vousden | None disclosed with BMY competitors/customers; related-party policy and 2024 review noted no impairing relationships among independent directors |
Expertise & Qualifications
- Academia/Non-Profit; Healthcare; Science/Technology/Innovation; International experience .
- Recognitions: Fellow of the Royal Society; Foreign Member of the U.S. National Academy of Sciences, underscoring scientific credibility .
Equity Ownership
| Item | Detail |
|---|---|
| Deferred Share Units Held (12/31/2024) | 31,346 DSUs (includes elective deferrals if any) |
| Director Stock Ownership Guideline | Minimum holdings equal to 5× annual cash retainer; at least 25% of annual retainer deferred until guideline met |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited; no directors or executive officers have pledged shares |
Governance Assessment
- Committee roles: Dual service on CMDC and S&T aligns scientific domain expertise with compensation oversight—positive for board effectiveness; CMDC retains independent consultant (Farient), affirmed independent, and conducts rigorous pay design and risk assessment .
- Independence/Attendance: Strong independence profile (10/11) and high board/committee attendance with regular executive sessions—supports investor confidence in oversight quality .
- Director pay balance: 2024 mix near-market (cash $140k; equity $210k) and mandated stock ownership/deferral enhance alignment; no charitable match used by Vousden in 2024 (no perquisite inflation) .
- Related-party/conflicts: Founder/consultant role at Faeth Therapeutics and multiple scientific advisory boards disclosed; no related-party transactions involving Vousden reported; board policy governs review/approval of any such transactions .
- RED FLAGS: None disclosed specific to Vousden. Enterprise policies mitigate alignment risks (director code of ethics; insider trading controls; prohibitions on hedging/pledging) .
Director Compensation (Vousden) – 2024 Detail
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $140,000 |
| Stock Awards | $210,000 |
| Option Awards | $0 (no options granted to directors since 2006) |
| All Other Compensation | $0 |
| Total | $350,000 |
Board & Committee Structure Reference
| Committee | 2024 Meetings | Chair | Vousden Member? |
|---|---|---|---|
| Compensation & Management Development | 6 | Peter J. Arduini | Yes |
| Science & Technology | 5 | Julia A. Haller, M.D. | Yes |
| Audit | 8 | Derica W. Rice | No |
| Committee on Directors & Corporate Governance | 3 | Theodore R. Samuels | No |
Shareholder Engagement & Say-on-Pay Signal
- Outreach to ~50 top shareholders representing ~52% of voting shares; LID and CEO participated—supports transparent governance .
- 2024 say‑on‑pay approval: 94%—positive endorsement of CMDC’s program oversight .
Compensation Committee Analysis (Context)
- 2024 CMDC refined incentive metrics for executives (not directors): annual plan weights Growth Portfolio Revenue (35%), non-GAAP Operating Income (30%), Pipeline (25%), Sustainability Scorecard (10); PSUs weight Growth Portfolio Revenue (40%), Operating Margin (25%), relative TSR CAGR (35). Demonstrates rigorous, strategy-linked pay design under committee oversight where Vousden serves .