Laura Brege
About Laura Brege
Independent director at Mirum Pharmaceuticals, Inc. since July 2019; age 67. She holds an undergraduate degree from Ohio University (Honors Tutorial College) and an MBA from the University of Chicago. She has 20+ years of executive management experience in pharma/biotech and venture capital, including CFO/COO roles and audit committee service at other public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals, Inc. | Executive Vice President & Chief Operating Officer | 2006–2012 | Led commercialization, strategic planning, corporate development; medical/scientific/government affairs |
| Nodality, Inc. | President & Chief Executive Officer | 2012–2015 | Led personalized medicine company |
| Cervantes Life Science Partners, LLC | Managing Director | 2015–2017 | Consulting to life sciences |
| Red Rock Capital Management | General Partner | Prior to 2006 | Early-stage VC investing |
| COR Therapeutics Inc. | Senior Vice President & Chief Financial Officer | Earlier career | Built company through commercial launch of cardiovascular product |
| Flextronics, Inc. | Chief Financial Officer | Earlier career | Finance leadership |
| The Cooper Companies | Treasurer | Earlier career | Corporate finance |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Acadia Pharmaceuticals Inc. | Director | Current | Audit committee experience referenced |
| Pacira BioSciences, Inc. | Director | Current | Audit committee experience referenced |
| Edgewise Therapeutics Inc. | Director | Current | Audit committee experience referenced |
| HLS Therapeutics, Inc. | Director | 2019–2024 | Prior board service |
| Portola Pharmaceuticals, Inc. | Director | 2015–2021 | Prior board service |
| Dynavax Technologies Inc. | Director | 2015–2020 | Prior board service |
| Aratana Therapeutics, Inc. | Director | 2014–2019 | Prior board service |
Board Governance
- Independence: Board determined Brege is independent under Nasdaq and SEC rules; also independent for Audit Committee membership .
- Committee assignments (2024): Audit Committee (Chair), Nominating & Corporate Governance Committee (member) .
- Audit committee financial expert: Board determined Brege qualifies as an “audit committee financial expert” per SEC rules .
- Board leadership: Independent, non-executive Chair (Michael Grey) .
- Meetings and attendance (2024): Board met 6x; Audit 5x; Compensation 4x; Nominating 3x. Each director attended at least 75% of aggregate Board and committee meetings; independent directors held 4 executive sessions .
- Prohibition on speculative trading/pledging: Company policy prohibits short sales, options, hedging, and pledging/margining by directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees (Brege) | $83,750 | Fees earned/paid in cash |
| Director Cash Policy | $50,000 annual retainer; plus committee membership retainers: Audit $10,000, Compensation $10,000, Nominating $5,000; Chair retainers: Board $60,000, Audit $20,000, Compensation $20,000, Nominating $10,000 | April 2024 policy update effective Q2 2024; prior retainer $45,000 in Q1 2024 |
Performance Compensation
- Structure: Annual equity grants in options and RSUs; vesting is time-based (no director performance metrics). Annual option vests by first anniversary or next annual meeting; RSUs vest similarly; both accelerate on change of control .
- April 2024 Equity Policy: Annual aggregate grant date fair value $300,000 split 50% options (Black-Scholes) and 50% RSUs (closing price); initial director grants aggregate $450,000, split similarly .
| Equity Component | 2024 Grant (Fair Value) | Vesting | Notes |
|---|---|---|---|
| RSUs (Brege) | $149,989 | Time-based per policy | 5,703 RSUs outstanding per director at 12/31/2024 |
| Options (Brege) | $149,774 | Time-based per policy | Options fair value; exercise price set at grant date FMV per plan |
Other Directorships & Interlocks
- Multiple current biopharma directorships (Acadia, Pacira, Edgewise) indicating broad industry network; audit committee experience cited .
- Historical proxy flagged potential “overboarding” risk for Brege under certain institutional policies, though Mirum cited her perfect attendance at Board and committee meetings (2022) .
Expertise & Qualifications
- Finance and operating leadership (CFO roles at COR Therapeutics, Flextronics; Treasurer at The Cooper Companies) .
- Audit committee financial expert designation by Mirum Board .
- Education: Honors undergraduate (Ohio University) and MBA (University of Chicago) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Laura Brege | 92,167 | <1% | 10,000 common shares + 82,167 options exercisable within 60 days |
| RSUs (director standard) | 5,703 units per non-employee director as of 12/31/2024 | — | RSUs outstanding balance (not beneficial until vest) |
| Options Outstanding (Brege) | 90,946 as of 12/31/2024 | — | Aggregate options held; beneficial count reflects those exercisable within 60 days |
- Ownership table measurement date and shares outstanding: 48,990,946 shares as of Feb 15, 2025 .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; designated audit committee financial expert; adherence to strict insider trading policy (no hedging/pledging); Board holds regular executive sessions; active committee work .
- Alignment: Receives annual equity (RSUs and options) under revised April 2024 policy; continued equity exposure supports long-term focus .
- Attendance/Engagement: Company reports at least 75% attendance for all directors in 2024; prior proxy noted Brege’s perfect attendance, addressing overboarding concerns then .
- Shareholder signals: 2025 director election support for Brege was comparatively low (For 17,968,766; Withheld 18,167,097; Broker Non-Votes 7,017,835), materially below support for Grey and Peetz—indicating investor concerns specifically toward Brege’s reelection . 2024 Say-on-Pay received over 96% support, and 2025 Say-on-Pay passed (For 34,671,826; Against 1,455,143; Abstain 8,894; Broker Non-Votes 7,017,835), indicating broad support for compensation practices even as Brege faced low reelection support .
- Conflicts/Related-party exposure: No Brege-specific related-party transactions disclosed; company maintains formal related-person transaction review via Board/Audit Committee .
- RED FLAGS:
- 2025 election result: Significant withhold votes for Brege versus peers—potential investor concern or policy-driven votes (e.g., overboarding or governance provisions) .
- Historical overboarding notation for Brege (2022 proxy) under some investor policies, though attendance mitigant was cited .
- Compensation consultant and process: Alpine Rewards engaged; committee found no conflicts; consultant also reviewed director compensation .
Director Compensation (Detail Reference)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Laura Brege | 83,750 | 149,989 | 149,774 | 383,513 |
Committee Assignments (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Laura Brege | X (Chair) | — | X |
Shareholder Votes (Signal Tracking)
| Proposal | 2025 Votes For | 2025 Votes Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election: Laura Brege | 17,968,766 | 18,167,097 (Withheld) | — | 7,017,835 |
| Election: Michael Grey | 30,777,470 | 5,358,393 (Withheld) | — | 7,017,835 |
| Election: Christopher Peetz | 35,980,278 | 155,585 (Withheld) | — | 7,017,835 |
| Say-on-Pay (Advisory) | 34,671,826 | 1,455,143 | 8,894 | 7,017,835 |
Policy Highlights
- Insider trading policy prohibits short sales, options, hedging, and pledging/margining company stock by directors .
- Equity grant policies: Options priced at fair market value per plan; timing not coordinated with MNPI; directors receive automatic initial and annual grants per policy .
- Clawback: Dodd-Frank compliant clawback policy implemented; Sarbanes-Oxley Section 304 reimbursement provisions noted (primarily for executives) .
Notes on Independence and Committee Composition
- Board determined Brege and all committee members meet independence standards; committee charters permit engaging independent advisers .