Michel de Rosen
Chairman of the Board at DBVT
Board
About Michel de Rosen
Michel de Rosen, age 74 as of April 15, 2025, serves as Non-Executive Chairman of DBV Technologies’ Board; he has been a director since May 2018 and Chairman since March 4, 2019, and is independent under Nasdaq standards . His background includes chair/CEO roles at Eutelsat (2009–2017), ViroPharma (2000–2008), and Rhone-Poulenc Santé (1993–1999), various senior roles in French ministries, and board service at Forvia (current), Pharnext SA (until 2022), and Idorsia (2020–2021); he holds M.B.A. degrees from HEC and from École Nationale d’Administration per DBV’s proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eutelsat | Chairman & CEO | 2009–Nov 2017 | Led a publicly traded French satellite operator |
| ViroPharma Incorporated | Chairman & CEO | 2000–2008 | US biopharma; company later acquired by Shire plc |
| Rhone-Poulenc Santé | Chairman & CEO | 1993–1999 | French chemical and pharmaceutical company |
| French Ministries (Finance, Defense, Industry, Telecommunications) | Various positions | Not disclosed | Senior public-sector experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forvia (Faurecia) | Director; Chair of Board | Current (as of 2025) | DBV proxy notes board service; FORVIA release states Board chaired by Michel de ROSEN in Oct 2025 |
| Pharnext SA | Director | Until 2022 | Public French biopharma |
| Idorsia Pharmaceuticals Ltd. | Director | 2020–2021 | Public Swiss biopharma |
Board Governance
- Leadership structure: Independent, non-executive Chairman role is separated from the CEO; Board deems this structure effective for oversight and risk monitoring .
- Independence: de Rosen is independent under Nasdaq listing standards .
- Committees: Member of Compensation and Nominating & Governance Committees; not a committee chair .
- Attendance: In FY2024 the Board met 22 times; each director attended at least 94% of Board meetings and 100% of their committee meetings; all directors attended the May 16, 2024 AGM .
- Executive sessions: Independent directors meet in executive session regularly, typically at each regular Board meeting .
- Risk oversight: Primary oversight by the Board with Audit Committee assisting; regular briefings include cybersecurity and internal control topics .
| Committee | Membership | Chair |
|---|---|---|
| Audit Committee | Not a member | Timothy E. Morris (Chair) |
| Compensation Committee | Member | Julie O’Neill (Chair) |
| Nominating & Governance Committee | Member | Michael J. Goller (Chair) |
Fixed Compensation
| Component (FY2024) | Amount | Details |
|---|---|---|
| Fixed compensation (Chairman) | €150,000 | Attributed and paid for FY2024 |
| Board member compensation (Committee fees) | €10,000 | €5,000 for Nominating & Governance; €5,000 for Compensation Committee |
| Annual variable compensation | None | Not applicable to Chairman |
| Extraordinary compensation | None | Not applicable |
| Free share allocation | None | Not applicable |
| Stock option allocation | None | Not applicable |
| Termination/Change of duties items | None | No severance or non-compete |
| Director Cash Fees (USD, 2024) | Amount | Notes |
|---|---|---|
| Michel de Rosen | $167,968 | Converted from Euro; no warrant awards in 2024 |
| Note | — | Board-level USD table reflects non-employee director fees; CEO and BPI France representative receive no director fees |
Compensation policy context: For 2025, each non-Chair, non-CEO director receives €100,000; Audit Chair +€20,000; Compensation Chair +€10,000; Nominating Chair +€10,000; committee members +€5,000; full payout requires ≥90% attendance; maximum annual Board remuneration increased from €800,000 to €900,000 (approved by shareholders) .
Performance Compensation
- No variable or equity awards were granted to de Rosen for FY2024; performance metrics are not applicable to his Chairman compensation for the year .
| Performance Metric Area | FY2024 Status | Notes |
|---|---|---|
| Financial (Revenue/EBITDA/TSR targets) | Not applicable | No annual variable compensation |
| Equity-linked (RSUs/PSUs/options) | Not applicable | No free shares/options in FY2024 |
| ESG/safety/customer metrics | Not applicable | No disclosed performance metrics |
Other Directorships & Interlocks
| Company | Sector | Relationship to DBV | Interlock/Conflict Notes |
|---|---|---|---|
| Forvia | Automotive | None disclosed | de Rosen serves/chairs Forvia’s Board; no DBV supplier/customer linkage disclosed |
| Pharnext SA | Biopharma | None disclosed | Prior board role; no related transactions disclosed |
| Idorsia | Biopharma | None disclosed | Prior board role; no related transactions disclosed |
DBV’s 2025 AGM approved regulated agreements with Baker Bros. Advisors and Bpifrance (pre-funded warrants and registration rights), reflecting significant shareholder arrangements; no disclosure of de Rosen’s personal interest in these agreements .
Expertise & Qualifications
- Deep executive experience as Chairman/CEO in biopharma and telecommunications/satellite; over 15 years’ US experience .
- Education: M.B.A. from HEC and M.B.A. from École Nationale d’Administration (as stated) .
- Board-level skills: Strategic oversight, governance leadership as independent chair .
Equity Ownership
| Item | Amount/Status | Date/Source |
|---|---|---|
| Beneficial ownership (Ordinary Shares) | 39,407 shares; <1% | As of April 15, 2025; less than 1% of shares outstanding |
| Non-employee warrants held | 15,837 warrants | As of Dec 31, 2024 (aggregate warrant holdings table) |
| Additional stock awards/options | None held | As of Dec 31, 2024; directors held no other stock awards/options |
| Hedging | Prohibited for insiders | Securities Trading Policy prohibits insider hedging |
| Pledging | Not disclosed | No pledging policy disclosure in proxy |
Say-on-Pay & Shareholder Feedback
| Resolution (2025 AGM) | For | Against | Withheld |
|---|---|---|---|
| Renew de Rosen as director | 50,010,831 | 532,037 | 2,420,205 |
| Approve de Rosen FY2024 compensation (Twelfth) | 50,266,590 | 278,064 | 2,427,589 |
| Increase total annual Board remuneration budget | 50,072,090 | 515,500 | 2,384,653 |
| Approve compensation policy for Chairman (2025) | 49,843,792 | 703,908 | 2,424,543 |
| Approve directors’ compensation policy (2025) | 49,766,057 | 774,596 | 2,431,590 |
All proposed resolutions at the 2025 Combined General Meeting were approved; meeting was chaired by Michel de Rosen .
Governance Assessment
- Positive signals: Independent chair separated from CEO enhances oversight; strong attendance (≥94% Board; 100% committees) and full AGM participation; robust shareholder support for his renewal and compensation approvals; insider hedging prohibited; committee memberships align with governance focus .
- Alignment: Holds ordinary shares and legacy non-employee warrants; however, ownership remains <1%, typical for non-executive chair in EU biopharma; no new equity grants in 2024 and compensation is predominantly fixed cash, minimizing short-term risk-taking incentives .
- Conflicts/related-party exposure: No de Rosen-specific related-party transactions disclosed; regulated agreements with major shareholders (Baker Bros., Bpifrance) were approved under French law and oversight, mitigating process concerns; related-party transaction policy and Board/committee structure in place .
- Risk considerations: Multiple external commitments including chairing Forvia may increase time demands, though DBV’s nomination charter requires directors to ensure commitments do not interfere with service; age 74 implies succession planning importance for Board leadership continuity .
RED FLAGS: None disclosed specific to de Rosen (no low attendance, no hedging/pledging, no repricing of options, no related-party transactions tied to him) .