Michael Miller
BioXcel TherapeuticsAbout Michael Miller
Michael Miller (age 68) has served as an independent Class II director of BioXcel Therapeutics (BTAI) since June 2022; his current term runs to the 2026 annual meeting. He is a commercial-stage biopharma operator and governance-focused director, with prior service as EVP, Commercial at Jazz Pharmaceuticals (2014–2020), and current service on the board of Puma Biotechnology (Compensation and Nominating & Governance committees). He holds a B.S. from the University of San Francisco and an MBA from San Francisco State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Executive Vice President, Commercial | Mar 2014 – Aug 2020 | Led commercial operations; public company experience referenced by BTAI as valuable to the Board |
| BioXcel Therapeutics, Inc. | Director (Class II) | Jun 2022 – present | Audit Committee member; Audit Committee financial expert; independent director |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puma Biotechnology, Inc. | Director | Since May 2018 | Compensation Committee; Nominating & Governance Committee |
| Concarlo Therapeutics | Advisor | Since Apr 2022 | Advisory capacity (no BTAI related-party disclosure) |
| Healthyr | Advisor | Since Jan 2023 | Advisory capacity (no BTAI related-party disclosure) |
| Rigel Pharmaceuticals, Inc. | Advisor | Since Jun 2022 | Advisory capacity (no BTAI related-party disclosure) |
Board Governance
- Independence: The Board determined Mr. Miller is independent under Nasdaq rules; seven of eight current directors are independent .
- Committee assignments: Audit Committee member; not on Compensation or Nominating & Corporate Governance Committees .
- Audit Committee expertise: The Audit Committee comprises Mueller, Laumas (Chair), Miller, and Votruba; all are independent and financially literate, and Miller is designated an “audit committee financial expert” under Item 407(d)(5) .
- Attendance: In 2024, the Board met 12 times; Audit met 4; Compensation met 1; Nominating & Governance met 1. Each incumbent director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management sessions are regularly scheduled; independent directors meet privately at least twice per year .
- Audit Committee Report: Miller is a signatory to the Audit Committee’s report recommending inclusion of 2024 audited financials in the Form 10-K and affirming auditor independence (Ernst & Young LLP) .
Fixed Compensation
| Component | Program Terms (2024) | Michael Miller Actuals (2024) |
|---|---|---|
| Base Board Fee (cash) | $60,000 per year | $70,000 fees earned in cash (reflects base plus committee membership) |
| Audit Committee Member (non-Chair) | $10,000 per year | Included in cash fees (audit member) |
| Meeting Fees | Not disclosed | Not applicable/none disclosed |
| Chair Fees (reference) | Board Chair/Lead Independent $35,000; Audit Chair $20,000; Comp Chair $15,000; N&G Chair $10,000 | Not applicable (not a chair) |
Performance Compensation
| Component | Grant Details | 2024 Award (Fair Value) | Vesting Terms |
|---|---|---|---|
| Stock Options (annual director grant) | Eligible to receive option to purchase 1,062 shares at annual meeting; 10-year term; exercise price at FMV; all options vest on change-in-control | $20,410 option award grant-date fair value | Annual grants vest in single installment by the earlier of the day before next annual meeting or first anniversary of grant; initial director grants vest in three equal annual installments |
| RSUs/PSUs | Not part of standard director program (Mr. Mack had a special arrangement) | None disclosed for Miller | N/A |
- Performance metrics tied to director compensation: None disclosed; director equity is time-based options per program .
- Clawback policy: Company discloses a Compensation Recovery (Clawback) Policy; applicability specifics to directors not detailed in proxy contents .
Director Compensation – Trend Analysis
| Metric | 2022 (Actual) | 2024 (Actual) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $19,194 (partial year after joining) | $70,000 |
| Option Awards ($) | $336,057 (initial grant upon joining) | $20,410 |
| Total ($) | $355,251 | $90,410 |
- Observations: Shift from large initial option grant in 2022 to modest annual option grant in 2024; cash component increased to reflect full-year service and committee membership. The program redesign shows smaller share counts and lower grant values for directors in 2024 versus 2022 .
Other Directorships & Interlocks
| Company | Listing Status | Role | Committees |
|---|---|---|---|
| Puma Biotechnology, Inc. | Public | Director | Compensation; Nominating & Governance |
- Interlocks/Conflicts: No related-party transactions disclosed involving Miller or entities where he holds roles/advisorships; the Audit Committee oversees and approves related person transactions per policy, with recusals for interested directors .
Expertise & Qualifications
- Commercial biopharma operator with executive experience at Jazz Pharmaceuticals; brings commercialization and public company governance insight .
- Audit Committee financial expert; strengthens financial oversight capacity .
- Academic credentials: B.S. (University of San Francisco); MBA (San Francisco State University) .
- Board independence affirmed under Nasdaq rules .
Equity Ownership
| Ownership Metric | Amount | As Of |
|---|---|---|
| Beneficially owned shares (includes options exercisable within 60 days) | 4,001 shares; represents less than 1% of outstanding | Oct 31, 2025 |
| Options exercisable | 2,938 shares | Dec 31, 2024 |
| Options unexercisable | 1,063 shares | Dec 31, 2024 |
| Total options held | 4,001 shares | Dec 31, 2024 |
- Shares pledged/hedged: No pledging or hedging disclosures for Miller; company maintains an Insider Trading Policy .
Governance Assessment
- Board effectiveness: Miller’s audit-financial expertise and participation on the Audit Committee are positives for financial oversight, control environment, and auditor independence; his signature on the Audit Committee report reinforces engagement .
- Independence & attendance: Independence under Nasdaq rules and at least 75% meeting attendance support governance quality and reliability; attendance at annual meeting confirms engagement .
- Ownership alignment: Beneficial ownership comprised of options rather than common shares; low absolute ownership (<1%) may be perceived as weaker “skin-in-the-game” alignment relative to cash fees and option awards; however, options align with upside and vesting schedules .
- Compensation structure: 2024 mix is cash retainer plus modest annual options; no performance metrics disclosed for director pay, which is typical but limits pay-for-performance linkage for directors .
- External roles & potential conflicts: Current public board at Puma and advisory roles at other biopharmas increase industry network and insight; no related-party transactions involving Miller were disclosed, and the Audit Committee’s related-party approval policy plus recusals mitigate conflicts .
- RED FLAGS:
- Low direct share ownership vs options may raise alignment questions for some investors .
- No disclosed director-specific performance targets; compensation is time-based options only .
- Mitigants:
- Audit Committee financial expert designation and independent status strengthen oversight .
- Documented attendance and engagement in committee responsibilities .
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