Manuel Hidalgo
Director at BMY
Board
About Manuel Hidalgo
Manuel Hidalgo Medina, M.D., Ph.D., is an independent director of Bristol‑Myers Squibb, age 57, serving since 2021 (tenure ~3.9 years as of May 6, 2025). He is Professor of Medicine and Chief of the Division of Hematology and Medical Oncology at Weill Cornell Medicine and an attending physician at NewYork‑Presbyterian, with prior senior roles at Harvard/Dana‑Farber and Beth Israel Deaconess focusing on translational and clinical oncology research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weill Cornell Medicine | Professor of Medicine; Chief, Division of Hematology & Medical Oncology | 2019–present | Clinical and translational research leadership; oncology division head |
| NewYork‑Presbyterian Hospital | Attending Physician | 2019–present | Patient care and clinical oversight |
| Weill Cornell Meyer Cancer Center | Associate Director, Clinical Services | 2019–2024 | Cancer center clinical service leadership |
| Dana‑Farber/Harvard Cancer Center | Deputy Associate Director, Clinical Sciences | 2015–2019 | Clinical sciences oversight; pipeline and trial development |
| Beth Israel Deaconess Medical Center | Chief, Division of Hematology/Oncology; Director, Rosenberg Clinical Cancer Center | 2015–2019 | Division leadership; clinical cancer center direction |
| Harvard University | Professor of Medicine | 2015–2019 | Academic leadership in medicine/oncology |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| Guardant Health, Inc. (NASDAQ: GH) | Director | Jul 17, 2024 | Nominating & Corporate Governance Committee member |
| American Association for Cancer Research (AACR) | Director | 2024–2027 | Governance of leading oncology research society |
| Pancreatic Cancer Action Network (PanCAN) | Steering Committee | 2016–present | Strategic guidance for disease‑specific advocacy and research |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Hidalgo is one of 10 independent directors out of 11 nominees .
- Committees: Member, Committee on Directors & Corporate Governance and Science & Technology Committee; these committees oversee governance, related‑party policies, ESG strategy/reporting, and R&D/pipeline oversight respectively .
- Attendance and engagement: In 2024, the Board met 9 times (7 regular, 2 special); average attendance across directors exceeded 96%, with no director below 85% of aggregate Board and committee meetings during their service .
- Committee activity: 2024 meetings—Audit (8), Governance (3), Compensation (6), Science & Technology (5) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (retainers and committee memberships) | $140,000 | Base Board retainer $110,000; committee member retainer $15,000 per committee (Hidalgo serves on two committees) . |
| Equity (Deferred Share Units, DSUs) grant | $210,000 | Annual DSUs granted Feb 1, 2024 under director plan; non‑forfeitable at grant, settleable in BMY shares upon retirement or specified future date . |
| All other compensation | $0 | Eligible for matching gifts program up to $30,000, but no amount disclosed for Hidalgo in 2024 . |
| Total 2024 director compensation | $350,000 | Cash + DSU grant value . |
Program design signals:
- Director equity/ownership alignment: required stock ownership minimum equal to 5x annual cash retainer; at least 25% of retainer must be deferred until guideline met .
- No stock options are granted to directors (none since 2006) .
Performance Compensation
Directors receive DSUs and cash retainers; there is no performance‑based pay for directors. For governance context, Board‑approved executive incentive metrics (which the Compensation and S&T Committees oversee) in 2024 were:
| Executive Incentive Metric | Target/Definition | Weight (SVP+ incl. NEOs) |
|---|---|---|
| Growth Portfolio Revenue (ex‑FX) | $22,500M target; revenue renewal focus excluding LOE brands; qualitative overlay on near‑term and long‑term value | 35% |
| Non‑GAAP Operating Income | $17,500M target; profitability focus | 30% |
| Pipeline progression | Milestones set with S&T Committee; near‑term vs long‑term categories with qualitative overlay | 25% |
| Sustainability Scorecard (SVP+ only) | Environmental, patient access (LMICs), inclusive leadership capability, employee engagement | 10% |
Long‑term PSUs measure 3‑year Growth Portfolio Revenue (40%), non‑GAAP operating margin (25%), and relative TSR CAGR (35%) .
Other Directorships & Interlocks
| Company | Relationship to BMY | Potential Interlock/Conflict |
|---|---|---|
| Guardant Health, Inc. | External public board where Hidalgo serves; precision oncology diagnostics company | No BMY‑Guardant related‑party transactions disclosed; Governance Committee oversees related‑party policy . |
Expertise & Qualifications
- Skills matrix highlights for Hidalgo: Science/Technology/Innovation, Healthcare, Academia/Non‑Profit, International .
- Career focus: 20+ years in translational/clinical anticancer drug development and gastrointestinal oncology leadership (external role details affirmed by Guardant appointment disclosures) .
Equity Ownership
| Measure | Amount | As‑of | Notes |
|---|---|---|---|
| Total common shares beneficially owned | 17,836 shares | Mar 14, 2025 | None of directors/NEOs individually own ≥1% of outstanding shares . |
| Common shares underlying DSUs | 17,836 shares | Mar 14, 2025 | DSUs track BMY share value; no voting rights . |
| DSUs held | 14,127 units | Dec 31, 2024 | Increased by subsequent annual grant before Mar 2025 . |
| Pledging/Margin use | None | Policy prohibits pledging/margin except limited pre‑approved cases; currently none for any director/officer . | |
| Hedging | Prohibited for all directors/officers . | ||
| Director ownership guideline | ≥5x annual cash retainer; ≥25% of retainer deferred until guideline met . |
Governance Assessment
- Board effectiveness: Hidalgo’s dual membership on Governance and S&T committees aligns his academic/clinical oncology expertise with oversight of R&D pipeline goals and ESG/governance practices, supporting credible strategy execution and risk oversight .
- Independence and attendance: Independent status (10/11 independent nominees); strong Board‑level attendance (>96% average) with regular executive sessions and shareholder engagement—positive investor confidence signals .
- Ownership alignment and risk controls: Mandatory director ownership guideline (5x retainer), DSU‑based equity, prohibitions on hedging and pledging, and robust clawback/recoupment policies for executives—shareholder‑friendly alignment .
- Compensation reasonableness: Director pay near peer median; cash + DSU mix emphasizes alignment without performance gaming; Hidalgo’s 2024 total of $350,000 reflects retainer plus two committee memberships .
- Conflicts/related‑party exposure: No Hidalgo‑specific related‑party transactions disclosed; Governance Committee pre‑screens and oversees any interested transactions (GE Healthcare relationship with another director deemed immaterial) .
- RED FLAGS: None observed—no hedging/pledging, no option repricing, no related‑party transactions tied to Hidalgo disclosed .
- Network/interlocks: External seat at Guardant Health introduces information flow and industry insights; diagnostics orientation is adjacent but not a disclosed counterparty to BMY—monitor for any future transactions requiring Governance Committee review .