Michael McMullen
Director at BMY
Board
About Michael R. McMullen
Michael R. McMullen (age 64) is an independent director of Bristol Myers Squibb, appointed effective July 1, 2024. He currently serves on the Audit Committee (designated an “audit committee financial expert”) and will join the Compensation & Management Development Committee effective May 6, 2025; he brings public company CEO experience (Agilent), science/technology, healthcare, international and digital expertise, and was highlighted by the Lead Independent Director as adding global management and transformation credentials to the board. Tenure on the BMS board is ~0.8 years as of May 6, 2025; he also serves on the board of KLA Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | Chief Executive Officer | 2015–2024 | Led as public company CEO; technology/healthcare instrumentation exposure |
| Agilent Technologies, Inc. | President & Chief Operating Officer | 2014–2015 | Senior operating leadership at scale |
| Agilent Technologies, Inc. | SVP; President, Chemical Analysis Group | 2009–2014 | Segment leadership (chemical analysis) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLA Corporation | Director (public company) | Current | Semiconductor capital equipment board experience |
| Agilent Technologies, Inc. | Director (former) | Former | Prior issuer board experience |
| Coherent, Inc. | Director (former) | Former | Photonics/laser markets exposure |
| University of Delaware | Board of Trustees | 2024–Present | Higher-ed governance |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent; BMS states 10/11 directors are independent (CEO is the sole non-independent) |
| Committees | Audit Committee member (financial expert); joins Compensation & Management Development Committee effective May 6, 2025 |
| Committee meeting cadence (2024) | Audit: 8 regular meetings; Compensation: 6; Nominating/Governance: 3; Science & Technology: 5 |
| Board attendance (2024) | Board met 9 times; average aggregate attendance >96%; no director below 85% during their service period |
| Risk oversight linkage | Audit oversees enterprise risk including cybersecurity, data privacy and information security updates; Compensation oversees incentive risk and clawbacks; Governance oversees ESG/political activity; S&T oversees pipeline and R&D risks |
Fixed Compensation (Director)
| Component (2024) | BMS Program | McMullen 2024 Actuals |
|---|---|---|
| Annual cash retainer | $110,000 | $62,500 (pro-rated for 2H24) |
| Committee member retainer | $15,000 per committee (Audit, CMDC, Governance, S&T) | Included in fees (pro-rated) |
| Committee chair retainer | $25,000 | N/A |
| Lead Independent Director retainer | $50,000 | N/A |
| Meeting fees | None disclosed | None disclosed |
| Deferral | May defer cash; minimum 25% of retainer deferred until ownership guideline met | Deferred $62,500 of fees (100%) into DSUs (1,105 units) |
Performance Compensation (Director Equity)
Directors receive time-based deferred share units (DSUs), not performance-conditioned awards; DSUs settle in BMS common upon board retirement or a pre-elected date.
| Grant/Item | Detail | Amount |
|---|---|---|
| 2024 annual DSU program | $210,000 grant on Feb 1, 2024 for directors then serving | Program detail only; McMullen joined later |
| McMullen initial DSU grant (pro‑rated) | Granted upon appointment (July 1, 2024) | 2,986.941 DSUs; grant-date fair value $123,361 at $41.30 |
| Cash deferral into DSUs (2024) | Fee deferral conversion | 1,105 DSUs from $62,500 deferral |
| DSUs outstanding (12/31/2024) | Aggregate DSUs held | 4,221 DSUs |
| Vesting/settlement | DSUs are non-forfeitable at grant; settle in shares at retirement or specified date | Program feature (no performance metric) |
Hedging/pledging prohibited; no director or executive has pledged BMS shares; option repricing prohibited without shareholder consent; strong recoupment policies apply (supports alignment/discipline).
Other Directorships & Interlocks
| Company | Relationship to BMY | Interlock/Conflict Notes |
|---|---|---|
| KLA Corporation (current) | No BMY-related party transaction disclosed | Board determined independent; no relationships impairing independence identified for independent directors |
| Agilent Technologies (former); Coherent (former) | No BMY-related party transaction disclosed | Former affiliations; no BMY related-party disclosure tied to McMullen |
Expertise & Qualifications
- Public company CEO experience; science/technology/innovation; healthcare; international; digital competence (skills matrix)
- Audit committee financial expert (SEC definition)
- Lead Independent Director cited his “global management experience” and “track record of business and cultural transformation” as augmenting board effectiveness
Equity Ownership
| Measure | Amount |
|---|---|
| Total common shares beneficially owned (as of March 14, 2025) | 7,827 |
| Options/stock units exercisable within 60 days | 0 |
| Deferred Share Units (counted separately) | 7,827 |
| Ownership as % of outstanding | Not disclosed; none of directors >1% |
| Hedging/pledging status | Hedging prohibited; pledging prohibited except rare pre-approved cases; none of directors/officers have pledged or hold in margin accounts |
| Stock ownership guidelines | Non-employee directors: ≥5x annual cash retainer within 5 years; at least 25% of retainer deferred until met |
Insider Trades (alignment signals)
| Date (trade) | Form | Security | Quantity | Post-transaction beneficial ownership | Notes/Source |
|---|---|---|---|---|---|
| 2025-09-30 (filed 2025-10-02) | Form 4 | Deferred Share Units | 776.053 acquired | 10,076.278 shares beneficially owned (direct) | DSUs convert 1:1 at settlement; filed by attorney-in-fact |
Governance Assessment
- Independence and capacity: Independent director with no disclosed related-party conflicts; board’s annual independence review found no impairing relationships for independent directors.
- Financial oversight strength: Audit Committee member and designated financial expert; Audit oversees enterprise risk including cybersecurity and data protection—valuable given his operating background.
- Compensation oversight: Joins the Compensation & Management Development Committee on May 6, 2025, adding operator perspective to incentive design and succession planning.
- Attendance and engagement: Board held 9 meetings in 2024; average attendance >96% and no director below 85% during their service period (McMullen served in 2H24).
- Alignment mechanisms: Directors paid with cash retainer plus DSUs (time-based); McMullen’s 2024 compensation was $62,500 cash and $123,361 DSUs (pro-rated), with additional DSUs from fee deferral; stock ownership guideline of 5x retainer and mandatory deferral enhance alignment.
- Policy safeguards: Prohibitions on hedging/pledging (none pledged), no option repricing without shareholder consent, robust recoupment/clawback policy for executives—supportive of investor confidence in pay governance.
- Other directorships load: BMS limits outside boards (non-employee directors generally ≤4); McMullen’s current public board load is within policy (KLA only at present).
RED FLAGS
- None disclosed: No related-party transactions tied to McMullen; no pledging; no attendance issues disclosed; compensation is standard for BMS directors and time-based DSUs (no repricing/option risk).
Overall signal: McMullen strengthens board financial and operating oversight, particularly on the Audit Committee and (effective May 6, 2025) the Compensation Committee, with clear ownership alignment via DSUs and strict anti-hedge/pledge policies—supportive for investor confidence in governance quality.