Michael Ryan

About Michael Ryan

Michael Ryan, age 70, has served as an independent director of Coherus since July 2023; he is Founder and Chief Executive Officer of Koios Enterprises & Consulting, specializing in patient access, evidence generation, value, pricing and policy solutions in biopharma . He previously served as Senior Vice President for U.S. and Worldwide Value, Access, Pricing and Health Economics and Outcomes Research at Bristol-Myers Squibb (2015–2023), and held senior access and reimbursement roles at Amgen (1999–2015) . Dr. Ryan earned a B.A. from UCLA, a Pharm.D. from UCSF, and completed a hospital and clinical pharmacy residency at the University of Michigan . He is a Class II director; stockholders re-elected him in June 2025 for a term expiring at the 2028 annual meeting .

Past Roles

External Roles

• No other public-company directorships are disclosed for Michael Ryan in the Company’s 2025 and 2024 proxy statements .

Board Governance

• Classification and tenure: Michael Ryan is a Class II director; the Class II terms were up at the 2025 annual meeting and he was re-elected to serve through 2028 .
• Independence: The Board determined all directors other than the CEO (Dennis Lanfear) are independent under Nasdaq rules; committee members meet heightened independence standards .
• Committee assignments: Michael Ryan serves on the Compensation Committee; current members are Charles W. Newton (Chair), Michael Ryan and Lee N. Newcomer, MD, with the same composition expected after the 2025 annual meeting .
• Attendance and engagement: In 2024, the Board met six times; Audit Committee met four times; Compensation Committee met six times; Nominating and Corporate Governance Committee did not meet; each director attended at least 75% of Board and committee meetings during his/her service period, and independent directors held regular executive sessions .
• Lead Independent Director: Mats L. Wahlström serves as Lead Independent Director and presides over executive sessions; the Board considers the current leadership structure appropriate .

Fixed Compensation

• Director compensation policy (cash): Annual cash retainer $50,000; Audit Committee Chair $20,000; Audit Committee member $10,000; Compensation Committee Chair $15,000, increased to $20,000 in April 2024; Compensation Committee member $7,500, increased to $10,000 in April 2024; Nominating Committee Chair $10,000; Nominating Committee member $5,000; Lead Independent Director retainer increased from $30,000 to $40,000 in April 2024; Strategic Transaction Committee Chair $25,000; Strategic Transaction Committee member $12,500 .

Performance Compensation

• Equity award timing: Grants occur at regularly scheduled Board/Compensation Committee meetings; grants are not timed around material nonpublic information .
• No director performance metrics (TSR/revenue/EBITDA) are disclosed for director equity awards; awards are non-discretionary options with time-based vesting .

Other Directorships & Interlocks

• Not disclosed for Michael Ryan; no interlocks or related-party transactions involving him are reported since January 1, 2023, under the Company’s related-person transaction policy .

Expertise & Qualifications

• Four decades in academia and biopharma with deep specialization in patient access, pricing, value, HEOR and policy, aligning with payer dynamics and commercialization strategy in oncology/immunology .
• Clinical pharmacy training and leadership in major academic medical centers supports drug access and outcomes perspectives at the board level .

Equity Ownership

• Outstanding director option holdings: As of December 31, 2024, Michael Ryan held options to purchase 166,000 shares (aggregate outstanding options) .
• Anti-hedging: Directors are prohibited from hedging Company stock (e.g., collars, forward sale contracts) per Insider Trading Policy .
• Section 16 compliance: All insiders complied in 2024, except one late Form 4 by another director; no noncompliance noted for Ryan .

Compensation Committee Analysis

• Composition: Charles W. Newton (Chair), Michael Ryan, Lee N. Newcomer, MD; all independent and non-employee directors under Nasdaq and SEC rules .
• Consultant independence: Aon plc serves as independent compensation consultant; assessed under SEC/Nasdaq factors with no conflicts of interest; outside legal advisors also assessed as independent .

Say-on-Pay & Shareholder Feedback

• Director election outcomes (2025): Michael Ryan received 32,735,184 “For” votes, 6,192,787 “Withheld,” and 36,656,283 broker non-votes; he was elected to a term ending at the 2028 annual meeting .

Governance Assessment

• Independence and committee service: Ryan is independent and sits on the Compensation Committee, providing payer/access insight critical to aligning executive incentives with commercialization realities in oncology; committee composition meets heightened independence standards .
• Attendance and engagement: The Board and committees met regularly in 2024; each director met at least the 75% attendance threshold, and the Board held independent director executive sessions, supporting governance oversight .
• Pay structure and alignment: Director pay mixes cash retainers with time-based option grants; Ryan’s 2024 compensation was $68,750 cash and $130,782 in option value, suggesting meaningful equity exposure without disclosed performance conditions for directors; grants follow disciplined timing policies .
• Ownership and alignment safeguards: Ryan’s beneficial ownership consists of exercisable options (146,500 within 60 days of April 24, 2025); the Company prohibits hedging by directors, and no pledging is disclosed, reducing misalignment risk .
• Conflicts and related parties: The Company reports no related-party transactions since January 1, 2023; compensation consultant independence affirmed, mitigating pay-setting conflicts .
• Leadership balance: A Lead Independent Director structure is in place, with executive sessions led by the lead independent director, supporting independent oversight of the CEO (who is also Chairman) .
• Shareholder signals: Say-on-Pay passed at the 2025 meeting; Ryan and other Class II nominees were elected, indicating continued investor support for the board composition .

RED FLAGS: None disclosed specific to Michael Ryan; no related-party transactions, no hedging/pledging disclosed, and attendance threshold met .