Michael Tolpa
About Michael J. Tolpa
Michael J. Tolpa is Associate Vice President and Treasurer, North America at Sanofi US Services Inc. (since 2015), and previously served as Treasurer for Alstom Group North America (2010–2015) after various finance roles at Alstom (1995–2010). He holds a B.S. in Accounting from the State University of New York at Fredonia and is a U.S. citizen . Following Sanofi’s acquisition of Blueprint Medicines, he signed the merger agreement as President of Rothko Merger Sub, Inc. and became the sole director of Blueprint Medicines at the Effective Time in July 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi US Services Inc. | Associate Vice President & Treasurer, North America | 2015–present | Corporate treasury leadership; liquidity and risk management oversight |
| Alstom S.A. | Treasurer, North America | 2010–2015 | Regional treasury operations and financing |
| Alstom S.A. | Various finance positions | 1995–2010 | Progressive finance roles |
| Rothko Merger Sub, Inc. (Sanofi subsidiary) | President | 2025 (as of June 2, 2025) | Signed BPMC merger; control of Purchaser operations |
| Blueprint Medicines Corporation | Sole Director (post-merger) | July 2025–present | Sole board authority at BPMC; no committees disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inhibrx, Inc. (post-merger into Sanofi) | Sole Director; President of Merger Sub | May 30, 2024 (effective time) | Appointed officers; corporate governance of subsidiary post-merger |
| Vigil Neuroscience deal vehicle | President, Vesper Acquisition Sub Inc. | As of merger agreement signature (date per contract) | Signature authority on Sanofi acquisition sub |
Pattern: Tolpa routinely serves as the officer/director of Sanofi acquisition subsidiaries, then becomes sole director of target companies at closing—indicating strong integration authority and direct control post-close .
Board Governance
- Independence status: Not independent relative to BPMC—he is a Sanofi group officer (Associate VP & Treasurer) and President of the acquiring subsidiary; post-merger, he is the sole director of BPMC .
- Committee assignments/chair roles: Post-merger, all prior BPMC directors resigned and Tolpa became sole director; no board committees disclosed at BPMC as a wholly owned subsidiary .
- Pre-merger board attendance (context): BPMC’s board met 10 times in 2024; each director attended at least 75% of board and committee meetings; audit committee met 5 times with full attendance .
- Pre-merger committee independence (context): Audit, Compensation, and Nominating committees comprised and chaired by independent directors per Nasdaq/SEC standards .
| Governance Item | Detail |
|---|---|
| Post-merger board composition | Sole director (Michael J. Tolpa) |
| Pre-merger board meetings (2024) | 10 meetings; directors ≥75% attendance |
| Audit committee meetings (2024) | 5 meetings; full attendance |
| Committee independence (pre-merger) | All members/chairs independent per Nasdaq/SEC |
Implications
- Sole-director structure removes independent oversight and standard U.S. public-company committee processes. For CVR holders and counterparties, decision-making is centralized under a Sanofi treasury executive, increasing conflict risk where Parent economics diverge from legacy public investors .
Fixed Compensation
| Policy Element (BPMC Non-Employee Director Compensation Policy) | Before Jun 2024 | After Jun 2024 |
|---|---|---|
| Annual cash fee (non-employee director) | $50,000 | $50,000 |
| Lead Independent Director | $30,000 | $34,000 |
| Board Chair (non-executive) | $35,000 | $40,000 |
| Committee chair – Audit | $25,000 | $25,000 |
| Committee chair – Compensation | $20,000 | $20,000 |
| Committee chair – Nominating/Gov. | $10,000 | $13,000 |
| Committee member – Audit | $12,000 | $12,000 |
| Committee member – Compensation | $10,000 | $10,000 |
| Committee member – Nominating/Gov. | $5,000 | $6,000 |
| Initial stock option grant | 7,950 sh | 7,950 sh, <=$750k cap |
| Initial RSU grant | 3,900 sh | 3,900 sh, <=$750k cap |
| Annual stock option grant | 5,300 sh | 5,300 sh, <=$500k cap |
| Annual RSU grant | 2,600 sh | 2,600 sh, <=$500k cap |
Not applicable to Tolpa post-merger: his compensation as sole director (Sanofi officer) is not disclosed by BPMC and likely governed by Sanofi policies rather than BPMC’s legacy non-employee director program .
Performance Compensation
- No Tolpa-specific equity or incentive awards disclosed by BPMC; BPMC’s proxy discussions of PSU/RSU/option design pertain to executive officers and pre-merger directors, not to post-merger sole director arrangements .
Other Directorships & Interlocks
| Company | Relationship | Note |
|---|---|---|
| Blueprint Medicines (post-merger) | Sole Director | Direct control post-close; parent-owned subsidiary |
| Inhibrx (post-merger into Sanofi) | Sole Director; President of Merger Sub | Similar governance pattern; appointed officers post-close |
| Vigil Neuroscience deal vehicle | President, Vesper Acquisition Sub | Signature authority on acquisition sub |
Interlock risk: As Sanofi treasury leadership and officer of multiple acquisition subs, Tolpa’s roles create information/control interlocks across Sanofi transactions—amplifying parent influence over acquired entities’ governance and milestone decisions (e.g., CVR outcomes) .
Expertise & Qualifications
- Education: B.S., Accounting, SUNY Fredonia .
- Technical/functional expertise: Corporate treasury, financing, liquidity management, and M&A post-close governance through acquisition vehicles .
Equity Ownership
- BPMC-specific beneficial ownership by Tolpa is not disclosed in BPMC filings; post-merger BPMC is wholly owned by Aventis Inc. (Sanofi). No Form 4 director ownership disclosures for Tolpa were found in BPMC’s proxy or 8-K filings reviewed .
Governance Assessment
- Independence and committee effectiveness: Post-merger sole-director structure eliminates independent audit/compensation/NCG oversight. For CVR holders and counterparties, this centralization under a Sanofi treasury executive raises conflict concerns around milestone recognition and CVR administration .
- Related-party/parent control: Tolpa is a Sanofi officer and President of the Purchaser; BPMC governance is parent-controlled. Pre-merger BPMC governance strengths (independent committees, attendance) no longer apply .
- Change-of-control compensation signals: In connection with the merger, BPMC entered into letter agreements providing executive excise tax reimbursements under Section 4999, capped at $25 million aggregate—shareholder-unfriendly tax gross-up style protection that indicates enhanced guarantees for management at closing .
- Policy backdrop (context): BPMC historically prohibited hedging by directors/employees and adopted clawbacks for incentive comp tied to financial reporting—post-merger applicability depends on Sanofi policies, not disclosed here .
RED FLAGS
- Sole-director governance (no independent board/committees) .
- Parent-officer directorship (lack of independence; potential CVR milestone conflicts) .
- Excise tax reimbursement agreements for executives (gross-up-like protection; capped) .
For analysts and CVR holders, monitoring CVR Agreement administration and disclosures (Contingent Value Rights Agreement filed July 15, 2025) is critical, given parent-controlled governance and sole-director structure .