John Milligan
About John F. Milligan, Ph.D.
John F. Milligan serves as Executive Chairman of 4D Molecular Therapeutics’ (FDMT) Board (Class III), age 64 as of April 29, 2025, and has been on the board since August 2020 . The Board has affirmatively determined he is an “independent” director under Nasdaq rules, even while serving as Executive Chairman . He earned a B.A. in Chemistry from Ohio Wesleyan University (1983) and a Ph.D. from the University of Illinois at Urbana‑Champaign (1988), and completed postdoctoral work at UCSF . As Executive Chairman, he presides over Board meetings and executive sessions and serves as liaison between management and the Board .
Past Roles
| Organization | Role | Tenure (Dates) | Committees/Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | President & CEO; President & COO; Director | CEO Mar 2016–Feb 2019; COO May 2008–Feb 2019; Director Mar 2016–Dec 2018; 29 years at Gilead in total | Senior leadership roles at a major biopharma; extensive operating and board experience |
| UCSF Medical Center | Postdoctoral Research Fellow | Prior to joining Gilead | Scientific training relevant to biotech R&D |
External Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Pacific Biosciences of California (PACB) | Director | Since July 2013 | Public company board experience |
| TurnCare, Inc. (private) | Director | Since Dec 2023 | Med‑tech governance exposure |
| Kailera Therapeutics (private) | Director | Since Oct 2024 | Clinical‑stage biopharma governance |
| Ohio Wesleyan University | Chair, Board of Trustees | Current | Higher‑ed board leadership |
Board Governance
- Board/committee structure: FDMT maintains Audit, Compensation, Nominating & Corporate Governance, and Science & Technology committees; Milligan is not listed as a member of these committees .
- Executive Chairman responsibilities: Presides over Board meetings and executive sessions; liaison between management and the Board .
- Independence: The Board deems all directors other than the CEO (Kirn) to be independent; this includes Milligan .
- Attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and assigned committee meetings .
- Board classes/tenure: Class III; current term expires at the 2026 annual meeting .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Executive Chair annual retainer (cash) | $150,000 | Paid in lieu of standard director cash retainers/committee fees . |
- 2024 total reported director compensation for Milligan: $646,807 (Fees Earned in Cash $150,000; Option Awards grant‑date fair value $496,807) .
Performance Compensation (Director Equity)
| Grant Type | Grant Timing | Shares/Options | Grant‑Date Fair Value (USD) | Vesting | Exercise Price |
|---|---|---|---|---|---|
| Stock Option | Automatically on 2024 annual meeting date (per policy) | 26,791 | $496,807 | 33.3% vests on first anniversary; 1/36th monthly thereafter; unvested accelerates on change in control | FMV on grant date (policy) |
- Director annual equity policy for 2024: non‑employee directors received 22,500 options; Executive Chairman received 26,791 options; unvested director options accelerate in full upon change in control (single‑trigger for director grants) .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Pacific Biosciences of California | Public | Director | No FDMT compensation committee interlocks disclosed for 2024 . |
| TurnCare, Inc. | Private | Director | — |
| Kailera Therapeutics | Private | Director | — |
| Ohio Wesleyan University | Non‑profit/Education | Chair, Board of Trustees | — |
- Compensation Committee interlocks and insider participation: None of FDMT’s Compensation Committee members were FDMT employees or had interlocks in 2024 .
Expertise & Qualifications
- Strategic/operating leadership: Former CEO/COO of Gilead with 29 years at the company, bringing deep scaling and execution experience in biopharma .
- Governance: Longstanding public company directorship at PACB; current Executive Chairman at FDMT presiding over meetings and executive sessions .
- Education/technical: Ph.D. in Chemistry; scientific training (UCSF), supporting oversight of R&D‑intensive programs .
Equity Ownership
| Metric | Amount | As of/Notes |
|---|---|---|
| Shares beneficially owned (total) | 534,174 | 1.1% of outstanding shares . |
| Of which: outstanding shares held directly (trust) | 100,000 | John F. Milligan & Kathryn Bradford Milligan Trust . |
| Of which: options exercisable within 60 days | 434,174 | Included in beneficial ownership per SEC rules . |
| Options outstanding (exercisable + unexercisable) | 463,284 | As of 12/31/2024 (director total option awards outstanding) . |
| Hedging/Pledging disclosure | Hedging transactions prohibited by policy; no pledging disclosure noted | Insider Trading Compliance Policy prohibits hedging; pledging not mentioned . |
Governance Assessment
-
Positives
- Independence and separation from management: Board deems Milligan independent despite Executive Chairman title; independent directors meet in executive session, and he presides as Executive Chairman .
- Attendance and engagement: Board met 7 times in 2024; each director met the ≥75% attendance threshold, indicating baseline engagement .
- Pay structure alignment: Majority of director compensation is equity‑based (options), aligning interests with shareholders; 2024 mix for Milligan was ~$497k option grant vs $150k cash .
-
Watch items / potential red flags
- Single‑trigger equity acceleration for directors: Any unvested director options vest in full upon a change in control, which some investors view as less aligned than double‑trigger constructs .
- Executive session leadership: While he is independent, having the Executive Chairman preside over executive sessions (rather than a Lead Independent Director) is atypical; however, the Board confirms all directors other than the CEO are independent .
-
No identified conflicts/related‑party exposure tied to Milligan: 2023–2024 related‑party transactions disclosed involve other insiders (e.g., CEO Kirn/Reignite; CSO Kasahara service; employment of COO’s family member) and do not implicate Milligan .
-
No compensation committee interlocks: FDMT disclosed none for 2024, reducing conflict risk in pay decisions .
Director Compensation Detail (2024)
| Component | Milligan (USD) |
|---|---|
| Cash (Executive Chair retainer) | $150,000 |
| Option Awards (grant‑date fair value) | $496,807 |
| Total | $646,807 |
Board Committee Involvement (2024 reference)
| Committee | Members (as disclosed) | Chair |
|---|---|---|
| Audit | Chacko; Gray; Theuer | Chacko |
| Compensation | Gray; Miller‑Rich; Tomasello | Gray |
| Nominating & Corporate Governance | Chacko; Theuer; Tomasello | Tomasello |
| Science & Technology | Theuer; Miller‑Rich; Tomasello | Theuer |
Milligan is not listed on any committee; he serves in the Executive Chairman role .
Change‑in‑Control and Clawback Context
- Director equity: Unvested director option grants accelerate in full upon a change in control (single‑trigger for director awards) .
- Company clawback policy: FDMT adopted a Dodd‑Frank/Nasdaq‑compliant compensation recovery policy applicable to current/former executive officers for erroneously awarded incentive pay after Oct 2, 2023; as a director, Milligan’s director equity is not within the executive‑officer clawback scope described .
Meeting/Shareholder Engagement
- Board/Committee meetings held in 2024: Board (7), Audit (5), Compensation (8), Nominating & Corporate Governance (3), Science & Technology (2); each director ≥75% attendance .
- Annual meeting attendance: Encouraged but not mandatory; five directors attended the 2024 annual meeting .
Summary Implications for Investors
- Milligan brings seasoned large‑cap biopharma operating and governance experience and is deemed independent, supporting board effectiveness and oversight .
- Equity‑heavy director pay and meaningful option holdings promote alignment, though single‑trigger acceleration is a governance watch item some investors may flag in change‑in‑control scenarios .
- No disclosed related‑party transactions or compensation committee interlocks involving Milligan, reducing conflict risk .