Sandra Milligan
Gossamer BioAbout Sandra Milligan
Sandra Milligan, M.D., J.D., age 61, has served as an independent director of Gossamer Bio since June 2021. She is currently Senior Vice President, Global Regulatory Affairs at Daiichi Sankyo (since February 2025), with prior senior leadership roles at Aspira Women’s Health (President, 2024–Feb 2025), Organon (Head of R&D, 2020–2024), Merck (SVP, Global Regulatory Affairs & Clinical Safety, 2015–2020), Genentech (VP, Product Development Regulatory, 2012–2015), and Amgen (legal/regulatory roles, 2002–2012). Dr. Milligan holds a B.S. in Biology and B.A. in Psychology (UC Irvine), an M.D. (George Washington University School of Medicine), and a J.D. (Georgetown University Law Center), and served in the U.S. Army Medical Corps (1987–1994) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daiichi Sankyo, Inc. | SVP, Global Regulatory Affairs | Feb 2025–Present | Global regulatory strategy leadership |
| Aspira Women’s Health | President | 2024–Feb 2025 | Led company operations and strategy |
| Organon & Co. | Head of Research & Development | 2020–2024 | Led R&D portfolio and execution |
| Merck & Co. | SVP & Head, Global Regulatory Affairs & Clinical Safety | 2015–2020 | Oversaw worldwide regulatory and safety functions |
| Genentech, Inc. | VP, Product Development Regulatory | 2012–2015 | Product regulatory leadership |
| Amgen Inc. | Legal & Regulatory roles (increasing responsibility) | 2002–2012 | Legal/regulatory leadership |
| U.S. Army Medical Corps | Medical Corps service | 1987–1994 | Military medical service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Drug Information Association (DIA) | Board of Directors (Chair); DIA Fellow | 2011–2017 (Board) | Served as chair; currently a DIA fellow |
- No current public company directorships besides Gossamer Bio are disclosed .
Board Governance
| Item | Detail |
|---|---|
| Board tenure at Gossamer Bio | Director since June 2021 |
| Independence | Board determined Dr. Milligan is independent under Nasdaq rules and a non-employee director |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Committee meetings in FY2024 | Compensation: 6 meetings; Nominating & Corporate Governance: 2 meetings |
| Board meetings in FY2024 | Board met 6 times; each director attended at least 75% of meetings of the board and committees on which they served |
| Lead Independent Director | Thomas Daniel, M.D. |
| Compensation Committee Interlocks | None; no officer/executive interlocks disclosed |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 40,000 | Standard non-employee director retainer |
| Committee Chair Retainer (Nominating & Corporate Governance) | 8,000 | FY2024 rate; increased to $10,000 effective Feb 2025 |
| Committee Member Retainer (Compensation) | 6,000 | FY2024 rate; increased to $7,500 effective Feb 2025 |
| Fees Earned in Cash (Total) | 54,000 | Actual FY2024 cash fees paid to Dr. Milligan |
- Director fee structure changes in Feb 2025: Audit Chair to $20,000; Compensation Chair to $15,000; Nominating Chair to $10,000; committee member fees to $10,000 (Audit), $7,500 (Compensation), $5,000 (Nominating) .
Performance Compensation
| Year | Equity Award Type | Grant-Date Fair Value ($) | Award Mechanics | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|---|---|
| 2024 | Stock Options | 55,465 | Non-employee director annual option grant value (SEC ASC 718 fair value) | Annual grants vest on earliest of 1-year or next annual meeting; initial grants vest monthly over 3 years | Awards to non-employee directors vest upon change in control |
- Aggregate number of securities underlying options outstanding at 12/31/2024 for Dr. Milligan: 227,000 .
- Program parameters: Initial director option grant 230,000 shares; annual director option grant 115,000 shares (share counts are program design; per-individual annual grant quantities for 2024 are not itemized in the proxy) .
- Plan governance: Restated plan states “No Single Trigger Vesting of Awards” generally , but the director program specifies director awards vest upon change in control —a potential policy inconsistency for investors to monitor.
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed (public companies) | — | No public company directorships beyond Gossamer disclosed |
| DIA (non-profit) | Board (Chair); Fellow | Professional association role; no GOSS-related transaction disclosed |
- Compensation Committee Interlocks: None; the proxy states no cross-membership interlocks with executives of other companies .
Expertise & Qualifications
- Dual medical and legal credentials (M.D.; J.D.) with deep regulatory and clinical safety leadership at Merck, Genentech, Amgen, Organon, Daiichi Sankyo .
- Drug development and regulatory affairs expertise emphasized by the board as rationale for directorship .
- Military medical service background contributing to leadership profile .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail |
|---|---|---|---|
| April 28, 2025 | 259,000 | <1% | 32,000 shares held by a family trust; 227,000 shares underlying options exercisable within 60 days |
- Shares outstanding used for calculation: 227,221,261 (April 28, 2025) .
Governance Assessment
- Committee leadership and engagement: Chair of Nominating & Corporate Governance; member of Compensation Committee. Committee cadence (6 Compensation; 2 Nominating meetings in 2024) and at least 75% attendance support active oversight .
- Independence and alignment: Classified as independent; cash fees ($54,000) consistent with program design; option-based equity (2024 fair value $55,465) aligns director incentives with shareholder outcomes .
- Ownership: Beneficial ownership of 259,000 shares including 227,000 options and 32,000 via family trust, representing <1%—providing some “skin in the game” while not a controlling stake .
- Clawback and pay discipline: Compensation Committee administers a compensation recovery policy; restated plan references clawback applicability to awards, supporting accountability .
- Potential RED FLAGS and items to monitor:
- Single-trigger vesting for director awards upon change in control contrasts with the restated plan’s “No Single Trigger Vesting of Awards” statement—investors should seek clarification on applicability and exceptions .
- No related-party transactions involving Dr. Milligan are disclosed; however, a related transaction involving the CEO’s family member (employment and option grants) exists—oversight rests with the Audit Committee’s related-party review process .
- No director stock ownership guidelines are disclosed in the proxy; absence of published guidelines may reduce formal alignment signaling (not disclosed) .
Overall, Dr. Milligan brings high-value regulatory and R&D governance expertise and is engaged in committee leadership; compensation is modest with equity exposure, and no conflicts tied to her are disclosed. The change-in-control vesting policy for directors warrants clarification against the restated plan’s general provisions .