Laura Bessen, M.D.
About Laura Bessen, M.D.
Independent Class I director since August 2022; age 62 as of April 2025; current term expires at the 2027 annual meeting. Background: Managing Partner at Maxsam Advisors, LLC; prior senior medical leadership at Bristol-Myers Squibb (Vice President, Head of U.S. Medical, 2001–2016) and Medical Director at DuPont Pharmaceuticals (1997–2001). Education: B.S. in Biochemistry (SUNY Binghamton) and M.D. (NYU School of Medicine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb Co. | Vice President, Head of U.S. Medical | 2001–2016 | Senior U.S. medical leadership; pharma operating experience |
| DuPont Pharmaceuticals | Medical Director | 1997–2001 | Medical affairs leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maxsam Advisors, LLC | Managing Partner | Current | Strategic clinical and medical affairs advisory |
| Artiva Biotherapeutics, Inc. | Director | Since March 2022 | Oncology company; committee roles not disclosed |
| Other public company boards | Director | Count: 1 (as of 2025) | Company name not specified in proxy |
Board Governance
- Independence: Board determined all directors except CEO Andrew Hirsch are independent under Nasdaq and SEC rules; Laura Bessen is independent (Y) .
- Class/Term: Class I; term expires 2027; director since 2022 .
- Committees: Member, Nominating & Corporate Governance Committee (NCGC; chair: Ronald Cooper); Member, Science & Technology Committee (STC; chair: Donna Grogan) .
- Attendance & engagement:
- Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings; all directors in office attended the 2024 annual meeting .
- NCGC met 7 times in 2024 (Bessen served); NCGC members are independent .
- STC met 4 times in 2024 (Bessen served) .
- Governance safeguards: Independent director executive sessions at least annually per Corporate Governance Guidelines .
| Committee/Meeting | 2023 | 2024 |
|---|---|---|
| NCGC meetings | 4 | 7 |
| STC meetings | n/d | 4 |
| Board meetings | n/d | 7; all directors ≥75% attendance; annual meeting attendance confirmed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,000 | $49,000 |
| Notes | Board retainer $40,000; NCGC non-chair $4,000; STC non-chair $5,000 per 2023 policy | Same structure applicable in 2024 (policy in effect pre-March 2024 update) |
Director cash/committee retainer policy (comparative):
| Retainer Type | March 2024 Policy | March 2025 Policy |
|---|---|---|
| Board retainer (non-employee) | $40,000 | $40,000 |
| Chairman of the Board (additional) | $30,000 | $30,000 |
| Lead Independent Director (additional) | $25,000 | $25,000 |
| Audit Committee – Chair / Member | $15,000 / $7,500 | $15,000 / $7,500 |
| OLCC – Chair / Member | $10,000 / $5,000 | $12,000 / $6,000 |
| STC – Chair / Member | $10,000 / $5,000 | $12,000 / $6,000 |
| NCGC – Chair / Member | $8,000 / $4,000 | $10,000 / $5,000 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($ grant-date fair value) | $66,409 | $131,625 |
| Annual Option Grant – shares (policy) | 26,000 shares (continuing director) | 32,500 shares (continuing director) |
| Initial Option Grant – shares (policy) | 52,000 shares (new director) | 65,000 shares (new director) |
| Vesting – initial grant (policy) | 33% at 1st anniversary; remainder vests quarterly over next 2 years | Same; increased initial grant to 65,000 in Mar 2024 update |
| Vesting – annual grant (policy) | Fully vests by earlier of 1st anniversary or next annual meeting | Fully vests by earlier of 1st anniversary or next annual meeting; annual grant size raised to 32,500 in Mar 2024; further to 35,500 in 2025 |
| Exercise Price (policy) | Fair market value on grant date | Fair market value on grant date |
No director PSUs/RSUs or performance metrics (TSR, EBITDA, ESG) for director pay are disclosed; director equity is exclusively stock options under the Non-employee Director Compensation Policy .
Other Directorships & Interlocks
- Other public company boards: 1 (as of 2025 skills matrix) .
- Board-level interlocks: Ronald H. W. Cooper (Chairman) previously held senior roles at Bristol-Myers Squibb (1985–2014), aligning with Bessen’s prior BMS tenure; network overlap can facilitate information flow but is not a related-party transaction per disclosures .
Expertise & Qualifications
- Deep biopharma medical leadership and operations across large-cap pharma (BMS) and earlier-career medical affairs (DuPont) .
- STC membership evidences R&D oversight capability; NCGC membership indicates governance/process proficiency .
- Skills matrix: Industry expertise; Research & Development experience; Public company governance; Operations experience; Independent; Tenure ~2 years as of 2025 .
Equity Ownership
| Ownership Detail (as of Apr 22, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 96,249 (options exercisable within 60 days) |
| % of Shares Outstanding | <1% (outstanding shares: 71,007,083) |
| Options Outstanding (Dec 31, 2024) | 99,700 |
| Shares pledged/hedged | Prohibited by insider trading policy (short sales, hedging, pledging, margin collateral) |
Footnote clarifies Bessen’s beneficial ownership comprises options exercisable within 60 days; no direct common shares are disclosed .
Governance Assessment
- Committee roles and engagement: Active on NCGC (7 meetings in 2024) and STC (4 meetings), with Board attendance thresholds met and annual meeting participation—signals strong engagement and governance contribution .
- Independence and conflicts: Board affirms independence; no related-party transactions involving Bessen since Jan 1, 2023; Audit Committee oversees a formal related-person transactions policy—low conflict risk .
- Pay-for-performance alignment (director context): Director equity is all options with market-based exercise price and standard vesting; her 2024 option grant value increased versus 2023 alongside policy increases—equity-centric mix aligns interests, though lack of direct share ownership may temper “skin-in-the-game” optics .
- Ownership alignment: Beneficial ownership solely via options (no disclosed common shares); options outstanding of 99,700 as of year-end—alignment exists through option leverage but limited direct share ownership is a potential investor perception risk .
- Safeguards: Robust anti-hedging/pledging policy and clawback (executive compensation recovery) frameworks bolster governance confidence; Say-on-Pay support at ~74% in 2024 indicates mixed but acceptable investor sentiment toward compensation programs broadly .
RED FLAGS / Watch items
- Low direct share ownership (beneficial stake comprised of options) may be viewed as weaker long-term alignment compared to meaningful common share holdings .
- Classified board structure persists (Class I–III staggered terms); while common among early-stage biotech, investors may prefer declassification over time .
Net view: Bessen’s independence, committee service (NCGC/STC), and consistent attendance underpin governance effectiveness. Option-only equity for directors aligns to performance via future share price, but minimal disclosed common share ownership is a soft alignment concern. Overall conflict risk appears low given formal policies and absence of related-party ties involving Bessen .