Michael F. Higgins
About Michael F. Higgins
Independent director since 2023; age 62; Audit Committee Chair and Compensation Committee member. Background spans senior operating and finance roles in biopharma (Ironwood COO; Genzyme corporate finance/business development), venture/EIR experience, and multiple board chairmanships; designated by CYCN’s board as an “audit committee financial expert.” Education: B.S. Cornell University; MBA, Tuck School of Business at Dartmouth College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ironwood Pharmaceuticals, Inc. | Senior Vice President, Chief Operating Officer | 2003–2014 | Helped launch and build numerous companies; operating leadership at a commercial-stage biotech |
| Genzyme Corporation | Vice President Corporate Finance; Vice President Business Development | Pre‑2003 | Senior business roles at a leading biopharma; transaction experience |
| Polaris Partners | Entrepreneur-in-Residence | 2015–2020 | Company-building; portfolio support |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Voyager Therapeutics, Inc. | Chairman; Interim President & CEO | Chair since Jun 2019; Interim CEO Jun 2021–Mar 2022 | Public company; CYCN director Steven E. Hyman also serves on Voyager’s board (interlock) |
| Pulmatrix, Inc. | Chairman | Since Apr 2020 | Public company |
| Nocion Therapeutics, Inc. | Director | Since Sep 2020 | Private biopharma |
| Camp4 Therapeutics Corporation | Director | Since Oct 2017 | Private company |
| Sea Pharmaceuticals, LLC | Director | Since Oct 2016 | Private company |
| KinDex Pharmaceuticals, Inc. | Director | Since Mar 2016 | Private company |
| Genocea Biosciences Inc. | Director (prior) | Feb 2015–May 2022 | Public company; prior board service |
Board Governance
- Independence: Board affirmatively determined Higgins is independent under Nasdaq standards .
- Committee leadership/memberships:
- Audit Committee: Chair; financially literate; designated “audit committee financial expert” .
- Compensation Committee: Independent member (committee chaired by Dr. De Souza) .
- Nominating & Corporate Governance Committee: Not a member .
- Attendance: Board met six times and acted by consent three times in 2024; no director attended <75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Overboarding policy: CYCN guidelines limit directors to ≤4 public company boards (≤2 for sitting public-company CEOs); company regularly evaluates director commitments .
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Notes |
|---|---|---|
| 2024 | $12,000 | One-time cash fee to each outside director; no ongoing cash fees to conserve cash |
Restricted Stock (Director Equity Retainer)
| Grant Date | Shares Granted | Vesting Schedule | Vested (as of 4/21/2025) | Unvested (as of 4/21/2025) |
|---|---|---|---|---|
| Nov 30, 2023 | 20,000 | Ratable monthly over 42 months through June 1, 2027, subject to continued board service | 9,172 | 10,828 |
- No director meeting fees or committee chair/member cash fees disclosed beyond the one-time cash payment; equity retainer is principal form of director compensation .
Performance Compensation
| Performance Metric Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed for non-employee directors | Director pay is cash plus time-based restricted stock; no performance-based director metrics disclosed |
Other Directorships & Interlocks
| Counterparty | Interlock/Overlap | Potential Relevance |
|---|---|---|
| Voyager Therapeutics, Inc. | Higgins (Chair) and CYCN director Dr. Steven E. Hyman also a Voyager director | Information flow network; monitor for any transactions requiring related-party review (none disclosed) |
| Multiple private biopharma boards | Higgins serves on several private boards | Time commitments monitored under CYCN overboarding policy |
Expertise & Qualifications
- Financial expertise: Board-designated audit committee financial expert; prior roles in corporate finance and business development (Genzyme) and COO (Ironwood) .
- Company-building: Serial entrepreneur; EIR at Polaris Partners; multiple chair roles; extensive board governance experience .
- Education: B.S. Cornell; MBA Tuck (Dartmouth) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Michael F. Higgins | 30,740 | <1% | 10,740 shares held directly; 20,000 restricted shares (9,172 vested; 10,828 unvested) |
Related Transactions / Recent Purchases
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| Mar 21–25, 2025 | Private Placement (PIPE) purchase | 9,090 | $2.75 per share | Registration rights; customary terms; gross proceeds to CYCN $1.375M across all investors |
- Insider trading policy: Company prohibits hedging by directors and officers; compliance officer oversees pre-clearance/10b5‑1 plans .
- No pledging of company stock disclosed for Higgins in the proxy’s ownership tables .
Governance Assessment
-
Strengths:
- Independent director with deep finance/operating credentials; designated audit committee financial expert; chairs Audit Committee, improving financial oversight quality .
- Strong attendance (≥75% threshold met; full director attendance at 2024 annual meeting) supports engagement .
- Equity-heavy director pay aligns interests with shareholders; minimal cash fees to conserve cash .
- Insider purchase via March 2025 PIPE indicates confidence/alignment; transaction reviewed under related-party framework and accompanied by standard registration rights .
-
Watch items / potential red flags:
- Interlock with Voyager through another CYCN director (Dr. Hyman) requires vigilant related-party oversight if any future CYCN–Voyager dealings arise (none disclosed) .
- Time commitments: Multiple board roles (two public chairs plus several private boards) warrant continued monitoring under CYCN’s overboarding policy, though policy limits are acknowledged and monitored by the board .
- Compensation Committee currently does not retain an independent compensation consultant, which may limit external benchmarking, though the committee has authority to engage advisers if needed .
Overall: Higgins’ independence, audit leadership, and insider purchase bolster investor confidence; monitor interlocks and workload, and consider periodic external comp benchmarking for continued best-practice governance .