Phyllis Yale
Director at BMY
Board
About Phyllis R. Yale
Phyllis R. Yale, age 67, is an independent director of Bristol Myers Squibb (BMY) since 2019, with 5.5 years of board tenure as of May 6, 2025 . She is an Advisory Partner at Bain & Company (since 2010; previously Partner 1987–2010), recognized as a leader in building Bain’s healthcare practice since 1982, and brings financial, risk management, and healthcare expertise to BMY’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Advisory Partner | 2010–present | Senior leadership; healthcare practice leadership |
| Bain & Company | Partner | 1987–2010 | Built healthcare practice; multiple leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DaVita, Inc. | Director (public) | Not disclosed | Other public company board |
| Aledade, Inc. | Director (private) | Not disclosed | Primary care enablement company |
| Harvard T.H. Chan School of Public Health | Advisory Board, Health Policy & Management | Not disclosed | Advisory role |
| The Trustees of Reservations | Board Member | Not disclosed | Conservation organization |
| Blue Cross Blue Shield of Massachusetts | Former Director | Not disclosed | Former role |
| Harvard Business School Healthcare Initiative | Former Advisory Board Member | Not disclosed | Former role |
Board Governance
- Committee assignments: Audit Committee (member); rotating from Committee on Directors & Corporate Governance to Science & Technology Committee effective May 6, 2025 . Her biography lists Audit and Science & Technology committees .
- Independence: The board determined all nominees except the CEO are independent; 10 of 11 nominees are independent (includes Yale) .
- Attendance and engagement: In 2024, the board met 9 times; average aggregate attendance exceeded 96%, and no director attended fewer than 85% of board and committee meetings . Committee meetings held in 2024: Audit 8; Governance 3; Compensation 6; Science & Technology 5 .
- Audit Committee remit includes oversight of enterprise risk, cybersecurity/data privacy updates, disclosure controls, and compliance/ethics program effectiveness . Science & Technology Committee oversees R&D strategy, pipeline progress, and provides input to compensation metrics tied to pipeline .
- Shareholder engagement: Company engaged ~50 top shareholders (≈52% of voting shares) with participation from the CEO, CFO, and Lead Independent Director; feedback shared with the full board .
Fixed Compensation
| Component (2024) | Amount ($) | Details |
|---|---|---|
| Annual Cash Retainer | 110,000 | Standard non‑employee director retainer |
| Committee Membership Fees | 30,000 | Two committees at $15,000 each (Audit; Governance prior to May 6, 2025) |
| Total Fees Earned (Cash) | 140,000 | Per director compensation table |
| All Other Compensation | 30,000 | Company charitable match (up to $30,000) |
| Total Director Compensation | 380,000 | Fees + stock awards + other |
Performance Compensation
| Equity Element | Grant Date | Units | Fair Value ($) | Vesting/Settlement |
|---|---|---|---|---|
| Annual Deferred Share Units (DSUs) | Feb 1, 2024 | 4,314.773 | 210,000 | DSUs are non‑forfeitable at grant; settle solely in BMY shares upon board retirement or a specified date under the plan |
| Cash Retainer Deferred to DSUs | 2024 deferral | 2,475.000 | Included in fees | Yale deferred $140,000; company deferral credited in DSUs (2,475 units) per plan |
Notes:
- No option awards to directors since 2006; none outstanding for Yale .
- Director share retention requirement: minimum holdings equal to ≥5× annual cash retainer within five years; at least 25% of annual retainer must be deferred until guideline met .
- Hedging and pledging prohibitions apply to directors; the company reports no directors or executive officers have pledged shares .
Other Directorships & Interlocks
- Public board: DaVita, Inc. (DVA) .
- Related‑party transactions: BMY discloses relationships with BlackRock and Vanguard (investment services) approved under policy; no related‑party transactions disclosed involving Yale, Bain & Company, or DaVita .
- Board service limits: Non‑employee directors generally limited to four public company boards; all directors are in compliance .
Expertise & Qualifications
- BMY skills matrix: Financial; Risk Management; Healthcare; Academia/Non‑Profit for Yale .
- Deep healthcare industry advisory experience since 1982 at Bain & Company .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total Common Shares “Owned” (beneficial definition) | 34,677 | Includes DSUs per table footnotes |
| Common Shares Underlying Deferred Share Units | 34,677 | As of March 14, 2025 |
| DSUs held (as of Dec 31, 2024) | 30,796 | Aggregate DSUs, including elective deferrals |
| Shares pledged as collateral | None | Company policy prohibits pledging; none reported for directors/officers |
Insider Trades (Form 4 filings)
| Filing Date | Transaction Date | Description |
|---|---|---|
| Jan 2, 2025 | Dec 31, 2024 | Form 4 filed by Phyllis R. Yale; disclosure notes DSUs convert to common stock upon settlement under the director plan |
| Feb 4, 2025 | Feb 1, 2025 | Form 4 filed by Phyllis R. Yale; annual director DSU award/credits under the plan |
| Oct 2, 2025 | Not stated | Form 4 receipt; ongoing director DSU credits/deferrals |
Governance Assessment
- Board effectiveness: Strong engagement (9 meetings; >96% attendance) and structured committee oversight across risk, R&D, and governance; Yale’s Audit Committee role supports oversight of financial reporting, compliance, and cybersecurity risk, while rotation to Science & Technology ties her healthcare advisory background to pipeline oversight .
- Alignment and incentives: Director compensation mix (cash retainer + DSUs) aligns with shareholder interests; DSUs are non‑forfeitable at grant and settle in shares at retirement, reinforcing long‑term alignment; share ownership guidelines require meaningful holdings (≥5× retainer), and hedging/pledging are prohibited .
- Independence and conflicts: Yale is independent; BMY’s related‑party review disclosed no transactions involving Yale, Bain, or DaVita; board service limits observed .
- Shareholder confidence signals: Robust shareholder engagement and governance transparency; 2024 say‑on‑pay approved by 94%, indicating broad investor support for compensation governance (relevant to board oversight) .
- RED FLAGS: None disclosed specific to Yale (no attendance issues; no related‑party transactions; no pledging). Potential monitoring areas include cross‑board service at DaVita (time commitment) and Bain advisory role, though no conflicts are disclosed under BMY’s policy .
Additional context on BMY compensation governance (useful for board oversight benchmarking): Extensive clawback/recoupment policies, insider pre‑clearance processes, and prohibition on option repricing without shareholder consent .