Steven E. Hyman, M.D.
About Steven E. Hyman, M.D.
Distinguished neuroscience leader and independent director at Cyclerion Therapeutics (CYCN), age 72, serving since July 2022. He is Harald McPike Professor of Stem Cell and Regenerative Biology at Harvard and a Core Institute Member of the Broad Institute of MIT and Harvard, directing the Broad Program in Brain Health; prior roles include Harvard Provost (2001–2011) and NIMH Director (1996–2001) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Provost (Chief Academic Officer) | 2001–2011 | Led academic operations and governance |
| National Institute of Mental Health (NIMH) | Director | 1996–2001 | Directed national neuroscience research priorities |
| Annual Review of Neuroscience | Editor | 2002–2016 | Set scholarly standards and field trends |
| International Neuroethics Society | Founding President | 2008–2013 | Established neuroethics frameworks |
| Society for Neuroscience | President | 2015 | Scientific community leadership |
| American College of Neuropsychopharmacology | President | 2018 | Advanced neuropsychopharmacology governance |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Charles A. Dana Foundation (NY) | Chairman of the Board | Non‑profit | Neuroscience philanthropy leadership |
| Voyager Therapeutics | Director | Public company | CYCN interlock: Michael Higgins (CYCN director) is Voyager’s Chairman |
| Q‑State Biosciences | Director | Private | Neurotech company role |
| Vesalius | Director | Private | Biotech director |
| Emugen Therapeutics | Founder | Private | Company founder |
| Janssen | Scientific Advisory Board | Private (subsidiary of J&J) | Industry advisory role |
| F‑Prime Capital | Scientific Advisory Board | VC | Advisory role to investor |
Board Governance
- Independence: Board affirmatively determined Dr. Hyman meets Nasdaq independence standards .
- Committees (current): Audit Committee member (added after Terrance McGuire retired in 2024); Chair, Nominating & Corporate Governance Committee .
- Audit Committee: Members Higgins (Chair), De Souza, Hyman; all financially literate; met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Hyman (Chair), Katabi; met 3 times in 2024 .
- Attendance/Engagement: In 2024, Board met 6 times with 3 written consents; no director attended less than 75%; all directors attended 2024 annual meeting . In 2023, Board met 19 times; no director under 75% attendance; all directors attended 2023 annual meeting .
- Overboarding policy: Directors limited to four public boards; board reviews commitments for conflicts/time; Hyman’s current public board roles appear within policy .
Fixed Compensation
Annual cash compensation for Dr. Hyman (director fees):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $16,667 | $10,750 | $12,000 |
| Notes | Standard director retainer/cash; option policy in place | Transition year to equity grants post‑asset sale | One‑time cash fee in January 2024 as part of cash conservation |
Performance Compensation
Equity awards and grant specifics:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards ($) | $35,969 | $2,950 | — |
| Restricted Stock Awards ($) | — | $43,600 | — |
| Total Director Equity ($) | $35,969 | $46,550 | — |
Grant details and vesting schedules:
- Options (Jul 25, 2022): 887 (annual pro‑rata) + 2,000 (initial) at $15.50; annual vests 1‑year cliff; initial vests 36 equal monthly installments over 3 years .
- Options (May 15, 2023): 1,000 at $3.82; vests in full on first anniversary .
- Restricted Stock (Nov 30, 2023): 20,000 shares to each director (except McGuire), initial tranche vested then remainder ratably over 42 months to Jun 1, 2027 .
- Program change: Post‑Tisento asset sale, CYCN revised director pay to emphasize restricted stock awards to conserve cash; outside directors received one‑time cash in Jan 2024 instead of recurring cash fees .
Other Directorships & Interlocks
| CYCN Director | External Role | Interlock Type | Governance Note |
|---|---|---|---|
| Steven E. Hyman | Director, Voyager Therapeutics | Shared board with CYCN director | Michael Higgins (CYCN) chairs Voyager; monitor information flow/conflict protocols |
| Steven E. Hyman | SAB member, Janssen; SAB, F‑Prime | Advisory | Disclosure of roles; board evaluates conflicts |
Expertise & Qualifications
- Renowned neuroscience leadership; fellow of AAAS, American Academy of Arts & Sciences; member of National Academy of Medicine .
- Academic and federal agency governance experience (Harvard Provost; NIMH Director) .
- Financial literacy indicated via Audit Committee membership and board independence determination .
Equity Ownership
As of April 21, 2025:
| Metric | 2024 (Apr 17) | 2025 (Apr 21) |
|---|---|---|
| Total Beneficial Ownership (shares) | 23,887 | 23,775 |
| Ownership as % of Shares Outstanding | <1% | <1% |
| Options exercisable within 60 days | 3,109 (with remainder vesting monthly through Jul 25, 2025) | 3,775 (remaining 112 vest monthly through Jul 25, 2025) |
| Restricted stock (Nov 30, 2023 grant) | 20,000; vest over 42 months | 20,000; 9,172 vested, 10,828 unvested by Apr 21, 2025 |
| Pledging/Hedging | Company policy prohibits hedging; no pledging disclosures noted in proxy |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance; serves on Audit (financial oversight); strong meeting attendance; equity‑heavy pay aligns long‑term value; strict insider trading/hedging prohibitions and clawback policy in place .
- Potential conflicts (monitor): Interlock with Voyager (Hyman as director, Higgins as chairman) warrants routine conflict reviews; no related‑party transactions disclosed involving Hyman .
- Compensation structure signals: Shift from cash to restricted stock in late 2023–2024 suggests cash conservation and ownership alignment; option grants largely time‑based; no evidence of repricing or discretionary awards beyond disclosed changes .
- Attendance and overboarding: Meets attendance expectations; external commitments appear within CYCN policy (≤4 public boards), with board oversight of commitments .
Related Party Transactions
- None disclosed involving Dr. Hyman in 2024–2025; March 2025 private placement involved Hecht and Higgins (CYCN directors) but not Hyman .
Compensation Committee Analysis (context to board effectiveness)
- Composition: De Souza (Chair), Higgins; independent; met 3 times with one written consent in 2024 .
- Consultant use: No consultant retained in 2024; Pearl Meyer engaged in 2023 to refine compensation strategy post‑asset sale .
- Director pay approach: Revised to restricted stock grants in Nov 2023; one‑time cash in Jan 2024 to conserve cash .
Say‑on‑Pay & Shareholder Feedback (company‑level context)
- 2025 proxy includes first advisory vote on executive compensation and frequency proposal; board recommends annual say‑on‑pay frequency .
Notes on Insider Trades
- Attempted to fetch Form 4 transactions for “Hyman” at CYCN (2022–2025); data retrieval was unauthorized. No Form 4 transactions for Hyman are disclosed in CYCN’s 2024–2025 proxies; beneficial ownership and vesting breakdowns presented above derive from proxy footnotes .