Scott Biller
About Scott Biller
Independent Class I director at Foghorn Therapeutics (FHTX) since January 2020; current term runs to the 2027 annual meeting. Former Chief Scientific Officer at Agios (2010–2019); prior R&D leadership at Novartis (2003–2010) and Bristol Myers Squibb. Currently Executive Venture Partner at GV and proprietor of Biller Consulting; board roles at Remix Therapeutics (since 2020), Rome Therapeutics (since 2021), and OMass Therapeutics (since 2022). Education: S.B. MIT; Ph.D. Caltech; NIH Postdoctoral Fellow at Columbia University; Board deems him qualified based on extensive drug discovery and leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Scientific Officer | Sep 2010–Dec 2019 | Led discovery/development; senior leadership in biotech |
| Novartis Institutes for Biomedical Research | VP & Head, Global Discovery Chemistry | 2003–2010 | Led global discovery chemistry |
| Bristol Myers Squibb (BMS) | VP, Pharmaceutical Candidate Optimization; Executive Director, Drug Discovery Chemistry (Lawrenceville, NJ) | Not disclosed | Discovery leadership roles at BMS |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| GV (Google Ventures) | Executive Venture Partner | Dec 2021 | Ongoing as of 2025 proxy |
| Remix Therapeutics | Director | Jun 2020 | Current board service |
| Rome Therapeutics | Director | Feb 2021 | Current board service |
| OMass Therapeutics (Oxford, U.K.) | Director | 2022 | Current board service |
| Biller Consulting | Sole Proprietor | Not disclosed | Biopharma consulting |
Board Governance
- Classification and tenure: Class I director; term expires at 2027 annual meeting .
- Independence: Board determined all non-employee directors (including Biller) are independent under Nasdaq and Exchange Act rules .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees in 2024/2025 .
- Board activity and engagement: Board met 5 times in 2024; all then-serving directors (except Dr. Koppel) attended at least 75% of Board and committee meetings; non-employee directors held executive session at each regularly scheduled Board meeting .
| Committee | Membership |
|---|---|
| Audit | None |
| Compensation | None |
| Nominating & Corporate Governance | None |
Fixed Compensation
- Policy framework (non-employee directors): Annual cash fee $40,000; Board Chair $70,000; Audit committee member $7,500 (Chair $15,000); Compensation committee member $5,000 (Chair $10,000); Nominating/Science committee member $4,000 (Chair $8,000) .
- 2024 actual cash fees for Biller: $44,000 .
- Meeting fees: Not provided under policy; reasonable expense reimbursement permitted .
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $44,000 | $44,000 |
Performance Compensation
- Equity structure (non-employee directors): Annual option grant of 16,000 shares if serving at least 6 months prior to first Board meeting post-annual meeting; exercise price ≥ closing price on grant date; options expire ≤10 years; annual grants vest in full on first anniversary; initial director grants (post-IPO) 32,000 shares vest one-third annually over 3 years .
- 2024 director grant: Option to purchase 16,000 shares granted June 26, 2024; aggregate grant-date fair value $66,447 .
- 2023 director grant: Option to purchase 16,000 shares granted June 21, 2023; aggregate grant-date fair value $101,573 .
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Option Shares Granted (#) | 16,000 | 16,000 |
| Grant Date | Jun 21, 2023 | Jun 26, 2024 |
| Grant-Date Fair Value ($) | $101,573 | $66,447 |
| Vesting | Annual grant vests fully at 1-year anniversary | Annual grant vests fully at 1-year anniversary |
| Expiration | ≤10 years from grant | ≤10 years from grant |
Observation: Year-over-year lower grant-date fair value reflects valuation inputs/stock price rather than design changes; grant size held constant at 16,000 options .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Remix Therapeutics | Director | Early-stage biotech; no related-party transactions disclosed involving Biller |
| Rome Therapeutics | Director | Early-stage biotech; no related-party transactions disclosed involving Biller |
| OMass Therapeutics | Director | U.K.-based biotech; no related-party transactions disclosed involving Biller |
| GV | Executive Venture Partner | VC affiliation; Board’s Nominating & Corporate Governance Committee oversees independence/conflicts |
Expertise & Qualifications
- Deep drug discovery and development expertise (Agios CSO; Novartis discovery chemistry; BMS optimization and site leadership) .
- Technical credentials: S.B. MIT; Ph.D. Caltech; NIH postdoc at Columbia; Board cites biotechnology leadership and discovery experience as qualification .
- Current venture and consulting experience (GV; Biller Consulting) informs portfolio and translational decision-making .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 139,124; represents <1% of outstanding common stock |
| Shares Outstanding (reference) | 55,721,340 as of Apr 23, 2025 |
| Unexercised Options Held (#) | 155,124 (as of Dec 31, 2024) |
| Hedging/Pledging | Company policy prohibits hedging, margin use, and pledging by directors |
Note: Beneficial ownership reflects SEC rules including exercisable rights within 60 days of Apr 23, 2025; the Board prohibits pledging/hedging, and no pledging by Biller is disclosed .
Governance Assessment
- Independence and structure: Independent director with staggered term; not on core oversight committees (Audit, Compensation, Nominating), which limits direct influence on pay, audit, and nomination processes; Board maintains majority-independent composition and committee independence .
- Attendance and engagement: Met minimum attendance threshold (≥75%) in 2024; non-employee directors held executive sessions at each regularly scheduled meeting—positive for independent oversight culture .
- Pay and alignment: Director pay follows policy; cash fees modest; equity grants standard and time-based (no performance metrics), with grant sizes constant year-over-year; 2024 grant fair value reduced versus 2023, reducing pay inflation risk .
- Ownership: Beneficial ownership is <1%; options represent the bulk of alignment; absence of pledging/hedging supports alignment, but low direct share ownership may temper perceived “skin in the game” versus higher-owning peers .
- Conflicts/related-party exposure: No related person transactions disclosed involving Biller; Board’s policy and Audit Committee review related person transactions; Nominating & Corporate Governance Committee oversees conflicts and independence—mitigating interlock/consulting risks .
- RED FLAGS: None disclosed specific to Biller (no pledging/hedging; no related-party transactions). Monitor ongoing external board roles and consulting for potential information-flow or competitive conflicts; Board-level policies are in place to manage them .