Theodore Samuels
Lead Independent Director at BMY
Board
About Theodore R. Samuels
Theodore R. Samuels, age 70, is Bristol Myers Squibb’s Lead Independent Director and Chair of the Committee on Directors and Corporate Governance; he has served on BMS’s board since 2017 (tenure 8.2 years as of May 6, 2025) and is designated an Audit Committee financial expert with core credentials in finance, risk management, sales/marketing, and international experience . He previously led Capital Guardian Trust Company and spent decades at Capital Group in portfolio management and governance roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Guardian Trust Company | President | 2010–2016 | Member Capital Group Audit & Finance Committees (2013–2016); Chair of Capital International (North America) Proxy Committee; Management Committee member |
| Capital Group | Portfolio Manager; Analyst | PM 1990–2016; Analyst 1981–1990 | Board member 2005–2009; governance responsibilities across audit/finance |
| Capital International (North America) | Proxy Committee | Chair | Proxy oversight and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centene Corporation | Director (public company) | Current | Board service; healthcare payer domain |
| Iron Mountain Incorporated | Director (public company) | Current | Board service; information management |
| Stamps.com | Director (public company) | Former | Board service |
| Perrigo Company plc | Director (public company) | Former | Board service |
| BJC HealthCare | Director | Current | Non-profit healthcare governance |
| Children’s Hospital Los Angeles Foundation | Trustee; CHLA Director | Trustee; CHLA Dir. 2004–2019; Co-Chair 2012–2015 | Philanthropy; pediatric hospital governance |
| Edward Mallinckrodt, Jr. Foundation | Director | Current | Research philanthropy |
| Research Corporation Technologies, Inc. | Director | Current | Technology commercialization |
| John Burroughs School (St. Louis) | Trustee | 2018–2024 | Education governance |
| Tufts President Council | Co-Chair | 2016–2022 | University advisory leadership |
Board Governance
- Lead Independent Director responsibilities include agenda and information approval, executive session leadership, CEO/Board evaluation input, shareholder engagement, and acting as liaison with management .
- Committee assignments (2024 activity and current structure):
- Committee on Directors & Corporate Governance: Chair; 3 regular meetings in 2024 .
- Audit Committee: Member; 8 regular meetings in 2024; designated audit committee financial expert .
- Ad hoc Board Finance Committee (2024): Member; acted once by unanimous consent .
- Independence: Board determined 10 of 11 nominees (including Samuels) are independent; annual review found no relationships impairing independence .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Committee on Directors & Corporate Governance | Chair | 3 | Oversees director compensation, independence, related-party policy, ESG oversight |
| Audit Committee | Member | 8 | Risk oversight (financial, compliance, cybersecurity); audit firm oversight; financial literacy; audit committee financial expert |
| Board Finance Committee (ad hoc) | Member | 1 (consent) | Oversaw notes issuance and related financing |
Attendance and engagement:
- Board met 9 times in 2024; aggregate attendance over 96%; no director below 85% .
- Proactive shareholder engagement with ~50 top holders (≈52% of voting shares); meetings included CEO, CFO, and Lead Independent Director .
Fixed Compensation
Director pay structure (non-employee directors, 2024):
- Annual cash retainer: $110,000
- Lead Independent Director retainer: $50,000
- Committee chair retainer: $25,000
- Committee member retainer (Audit/Comp/Gov/STC): $15,000
| Component (2024) | Amount |
|---|---|
| Base Retainer (Cash) | $110,000 |
| Lead Independent Director Retainer | $50,000 |
| Committee Chair Retainer (Governance) | $25,000 |
| Audit Committee Member Retainer | $15,000 |
| Total Fees Earned (Cash) | $200,000 |
2024 Director Compensation (reported):
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $200,000 |
| Stock Awards (Deferred Share Units) | $210,000 |
| Option Awards | $0 |
| All Other Compensation (charitable match) | $30,000 |
| Total | $440,000 |
Share retention requirements: minimum ownership of 5× annual cash retainer within five years; at least 25% of annual retainer is deferred until guideline met .
Performance Compensation
Directors do not receive bonus or performance-conditioned equity; equity is delivered as Deferred Share Units (DSUs), non-forfeitable at grant, settleable solely in BMS shares upon retirement or an elected future date under the plan .
- Annual DSU grant: on Feb 1, 2024, all then-serving non-employee directors received 4,314.773 DSUs valued at $210,000 (FMV $48.67) .
- Samuels’ elective deferrals: deferred $200,000 cash into DSUs (100%), acquiring 3,536 DSUs in 2024 .
- DSUs held: 52,749 as of Dec 31, 2024 .
| Equity Award Detail (2024) | Grant Date | Quantity | Fair Value / Basis | Vesting/Settlement |
|---|---|---|---|---|
| Annual DSU grant | Feb 1, 2024 | 4,314.773 (all NEDs) | $210,000 (FMV $48.67) | Settle in shares at retirement/elected date; non‑forfeitable |
| Elective deferral to DSUs | 2024 | 3,536 (Samuels) | $200,000 deferred (100% to DSUs) | Same plan settlement |
| DSUs outstanding | Dec 31, 2024 | 52,749 (Samuels) | N/A | Outstanding units |
Options: no options granted to directors since 2006; Samuels had none outstanding .
Other Directorships & Interlocks
| Company/Organization | Relationship to BMY | Notes / Potential Interlock |
|---|---|---|
| Centene Corporation (public) | Payer in healthcare ecosystem | Samuels is a director; no BMY related-party transactions disclosed with Centene |
| Iron Mountain Incorporated (public) | Information management | Samuels is a director; no related-party transactions disclosed |
| Stamps.com; Perrigo Company plc (public) | Former boards | No current interlocks disclosed |
| Non-profits (BJC HealthCare; CHLA Foundation; Edward Mallinckrodt Jr. Foundation; Research Corporation Technologies; John Burroughs School; Tufts President Council) | External governance roles | Philanthropy and education roles; non-profit contexts |
BMY limits outside public boards to four for non-employee directors; all directors are in compliance .
Expertise & Qualifications
- Financial; Sales & Marketing; Risk Management; International .
- Designated Audit Committee financial expert .
- Capital markets leadership (Capital Group), proxy and governance oversight .
Equity Ownership
| Holding (as of Mar 14, 2025) | Quantity |
|---|---|
| Total Common Shares Owned | 92,356 |
| Common Shares Underlying Deferred Share Units | 56,856 |
| Stock Options (exercisable/unexercisable) | 0 |
Policies and alignment:
- Hedging and pledging prohibited for directors and employees; none of directors or executive officers have pledged BMY shares or hold them on margin .
- Ownership guideline: 5× cash retainer within five years; deferrals mandated until met .
Insider trades:
- Attempted to fetch Form 4 transactions via insider-trades skill for “Samuels” at BMY (2024–2025) but encountered an authorization error (HTTP 401); recommend checking SEC EDGAR for any recent filings. No dataset retrieved.
Governance Assessment
-
Strengths:
- Lead Independent Director with robust responsibilities enhancing counterbalance to combined Chair/CEO structure .
- Deep finance expertise; Audit Committee financial expert; active on Audit and Governance Committees .
- High board engagement and shareholder outreach; LID directly involved in meetings with holders representing ~52% of voting shares .
- Strong attendance culture (over 96% aggregate; no director below 85%) .
- Director pay aligned with shareholders via DSUs; clear ownership requirements; anti‑hedging/pledging policy and no pledges reported .
-
Watch items / potential conflicts:
- External board at Centene (payer); while no related-party transactions are disclosed, investor monitoring of payer‑manufacturer dynamics is prudent .
- Combined Chair/CEO leadership at BMY relies on LID effectiveness; current LID role and processes appear robust per chartered responsibilities .
-
Compensation structure signals:
- 2024 increases moved director compensation closer to peer median (cash retainer to $110,000; equity DSU to $210,000), with LID premium reflecting added responsibilities; pay remains cash+equity without performance metrics, limiting discretionary risk .
-
Independence and related‑party review:
- Annual independence assessment found no relationships impairing independence among independent directors; related-party transactions limited to BlackRock/Vanguard routine services approved under policy .