Michael Goller

About Michael J. Goller

Michael J. Goller, age 50, has served on DBV Technologies’ Board since October 2015 and is a Partner at Baker Bros. Advisors LP. He holds a B.S. in Molecular and Cell Biology (Penn State), and master’s degrees in Biotechnology (School of Engineering and Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania . Prior to Baker Bros., he was an Associate at JPMorgan Partners (1999–2003) and an investment banker at Merrill Lynch (1997–1999) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Baker Bros. Advisors LP	Partner	2005–present	Life sciences investing; DBVT-aligned shareholder perspective
JPMorgan Partners, LLC	Associate, Life Sciences	1999–2003	Venture investments
Merrill Lynch & Co.	Investment Banker	1997–1999	Corporate finance experience

External Roles

Organization	Role	Tenure	Committees/Impact
BeiGene, Ltd.	Director	Not disclosed	Board service (public company)
Terremoto Biosciences, Inc.	Director	Not disclosed	Board service (private)

Board Governance

Committee assignments: Chair, Nominating and Governance Committee; not on Audit or Compensation Committees .
Independence: Independent under Nasdaq; not independent under French law (affiliation with significant shareholder) .
Attendance: In 2024, the Board met 22 times; each director attended ≥94% of Board meetings and 100% of their committee meetings. All directors attended the May 16, 2024 AGM .
Years of service on DBV Board: Since October 2015 .

Fixed Compensation

Policy (non‑employee directors; set March 28, 2025, subject to AGM budget approval):

Element	Amount (EUR)
Annual retainer (per director)	€100,000
Audit Committee Chair	€20,000
Compensation Committee Chair	€10,000
Nominating & Governance Committee Chair	€10,000
Committee member (each committee)	€5,000

2024 actual (USD):

Director	Cash Fees (USD)	Warrant Awards (USD)	Total (USD)
Michael J. Goller	$115,478	$0	$115,478

Notes:

Director cash amounts are denominated in EUR; USD above reflects company’s disclosed FX conversion for 2024 reporting .
Fees incorporate an attendance modifier: 100% payout at ≥90% attendance; pro‑rata below 90% .

Performance Compensation

Long‑term incentive design for directors: Company may grant non‑employee stock warrants (BSAs) at fair market value; used to align interests and attract/retain directors (alternatives to options/RSUs under French law) .
2024 awards to Goller: $0 in warrant awards; no other stock awards or options in 2024 .

Other Directorships & Interlocks

Type	Detail
External public board(s)	BeiGene, Ltd. (Director)
External private board(s)	Terremoto Biosciences, Inc. (Director)
Significant shareholder affiliation	Partner at Baker Bros. Advisors LP; Baker funds are significant DBVT holders .
Related‑party/regulated agreements	2025 AGM sought approvals for financing agreements involving Baker Bros. and Bpifrance (Proposals 5–7) ; 10‑Q noted Board authorization of related‑party agreements tied to March 2025 financing (Baker Bros. and Bpifrance) .

Expertise & Qualifications

Capital markets and life sciences investing expertise from Baker Bros.; prior PE/IB roles at JPMorgan Partners and Merrill Lynch .
Academic credentials in biotechnology and business (UPenn), supporting evaluation of life sciences strategy and governance .

Equity Ownership

Category	Amount	Notes
Beneficial ownership (shares)	21,500	Shares issuable upon exercise of warrants within 60 days; <1% ownership .
Non‑employee warrants held	21,500	Aggregate non‑employee warrants as of 12/31/2024 .
Pecuniary interest	N/A (see note)	Policy: Baker funds are entitled to pecuniary interest in warrants; Goller has no voting/dispositive power or direct pecuniary interest in these securities per Baker/Goller agreement .
Pledging/Hedging	Company prohibits hedging by insiders; no pledging disclosures for Goller .

Governance Assessment

Strengths
- High engagement and board process leadership as Chair of the Nominating & Governance Committee; 2024 attendance thresholds met across Board/committees .
- Compensation structure predominantly fixed cash with modest chair premium; no 2024 equity grant, limiting pay‑for‑votes risk for a shareholder‑affiliated director .
- Company trading policy prohibits hedging, supporting alignment with shareholder interests .
Risk indicators and potential conflicts
- Not independent under French law due to Baker Bros. affiliation, despite Nasdaq independence—heightened related‑party sensitivity while serving as N&G Chair .
- 2025 financing featured regulated agreements with Baker Bros.; while approved per French process and brought to shareholders, continued monitoring of recusal and process rigor is warranted .
- Beneficial ownership footnote clarifies Goller’s lack of pecuniary interest in his director warrants (pecuniary interest resides with Baker funds), which reduces direct equity alignment at the individual level even as he holds warrants legally attributable to him .
Overall implication for investor confidence
- Board process, attendance, and clear disclosure of related‑party oversight are positives; the principal governance watch‑item is structural independence under French law given Baker Bros.’ role in financing and ownership. Continued transparent handling of related‑party items, robust committee processes, and documented recusals are key mitigants .

Appendix: Key Facts Summary

Director since: October 2015
Current DBVT committee roles: Chair, Nominating & Governance Committee
Independence: Nasdaq independent; not independent under French law
2024 Board/committee attendance: ≥94% Board; 100% committees; all directors attended May 16, 2024 AGM
2024 director compensation: $115,478 cash; $0 warrant awards
Director compensation policy (2025): €100,000 retainer; €10,000 N&G Chair; €5,000 per committee member; other chair fees as specified
Equity holdings: 21,500 warrants (beneficial), with no direct pecuniary interest; <1% ownership
Related‑party oversight: AGM Proposals 5–7 addressing regulated agreements with Baker Bros./Bpifrance; Board authorization noted in filings