Laurent Fischer

About Laurent Fischer

Laurent Fischer, M.D., is an independent Class II director of Mirum Pharmaceuticals, Inc. (MIRM), age 61, and has served on the Board since 2019. He is a physician-executive with over two decades of biopharma leadership experience across commercial and R&D, and currently serves as President & CEO of Adverum Biotechnologies. He holds a Medical Degree and Doctorate in Medicine from the University of Geneva/Geneva Medical School, Switzerland . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Overboarding watch: The proxy notes some investors/ISS/Glass Lewis concerns about Fischer’s total commitments (CEO of Adverum + ATAI board + Mirum board). The Nominating Committee evaluated his time and concluded he can devote sufficient attention; nonetheless, this is an active governance consideration for investors .

Board Governance

• Independence: Independent director per Nasdaq standards; also determined independent for Compensation Committee service .
• Committee assignments (2024): Chair, Compensation Committee; not on Audit or Nominating committees .
• Board structure: Independent, non-executive Chair (Michael Grey); independent executive sessions held four times in 2024 .
• Attendance: Board met 6 times in 2024; Compensation Committee met 4 times; each director attended at least 75% of aggregate Board and committee meetings during their service period in 2024 .

Fixed Compensation (Director)

• 2024 NED policy: Base annual retainer increased to $50,000 in Apr 2024 (from $45,000 in Q1). Additional cash fees: committee membership—Audit $10,000 (raised to $12,500 in Apr 2025), Compensation $10,000, Nominating $5,000; committee chair fees—Audit $20,000 (raised to $25,000 in Apr 2025), Compensation $20,000, Nominating $10,000; Board Chair $60,000 .
• Director equity structure: From Apr 4, 2024, annual NED equity is split 50% options/50% RSUs with aggregate fair value $300,000 annually; initial grant $450,000 (raised to $350,000 annual and $550,000 initial as of Apr 2, 2025). RSU deferral program available (to separation or CoC) .
• Hedging/pledging prohibited for directors; Insider Trading and Window Period Policy in place .

Mix signal (FY24 actuals): Cash ~21%, Equity RSUs ~40%, Options ~40% (based on table values) .

Performance Compensation (Director)

• No performance-conditioned metrics apply to non-employee director pay; equity vests time-based per policy (options and RSUs), with CoC acceleration as described. No meeting fees disclosed .

Other Directorships & Interlocks

• Current public boards: Adverum Biotechnologies (CEO, director), ATAI Life Sciences (director) .
• Prior public board: CTI BioPharma (Chair) until acquisition by SOBI (Jul 2023) .
• Compensation Committee interlocks: None—no member is a current/former Mirum officer; no interlocks reported in 2024 .

Expertise & Qualifications

• Medical doctor with depth in virology, hepatology, and rare/GI diseases; extensive CEO and commercial experience (Allergan TA lead; multiple biotech CEO roles). Board cites medical and biopharma operating expertise as qualifications for Mirum .

Equity Ownership

• Short/derivative policy: Hedging, short sales, and pledging prohibited for directors .

Compensation Committee Analysis (Fischer as Chair)

• Scope: Oversees executive/director pay, equity plans, clawback policy, risk assessment, CEO/NEO pay approvals, succession planning .
• Consultant: Alpine Rewards; the committee determined no conflicts of interest .
• Executive comp peer group used for 2024 decisions included companies such as Acadia, Amicus, Ardelyx, Catalyst, Rhythm, Ultragenyx and others (commercial rare disease/biotech, $300mm–$3bn mkt cap, $100–$400mm revenue) .
• Say-on-Pay results: At Mirum’s 2024 meeting, “over 96%” support; frequency vote “over 99%” for annual—positive governance signal under Fischer’s committee leadership .
• Clawback: Dodd-Frank-compliant clawback implemented; Sarbanes-Oxley §304 recoupment acknowledged .
• Risk assessment: Committee did not identify compensation risks reasonably likely to have a material adverse effect .
• Interlocks: None in 2024 .

Related-Party Transactions & Conflicts

• Company policy requires Audit Committee/Board review and approval of related-person transactions >$120,000; evaluated for arm’s-length terms .
• Proxy discloses no related-party transactions involving Fischer; Board reaffirmed his independence .
• Overboarding: The company explicitly notes some negative vote impact for Fischer due to perceived overboarding. Nominating Committee reviewed time commitments and reaffirmed support; investors should continue to monitor load across Adverum CEO duties, ATAI board, and Mirum committee leadership .

Governance Assessment

• Positives:
  • Independent director; Compensation Committee Chair with strong medical/biopharma operating credentials .
  • Robust comp governance: high Say-on-Pay support, use of independent consultant with no conflicts, clawback policy in place, risk assessment completed .
  • Strong alignment features: significant director equity; hedging/pledging prohibited; RSU deferral available (long-term orientation) .
• Watch items / RED FLAGS to monitor:
  • Overboarding/time commitments (CEO at Adverum + ATAI board + Mirum Comp Chair) flagged by some investors; Board believes workload is manageable; continue to watch attendance trends and committee deliverables .
  • Anti-takeover framework and board classification were cited as broader governance concerns affecting some vote outcomes (not Fischer-specific but can influence overall investor sentiment) .

Overall: Fischer’s independence, domain expertise, and comp governance structures support board effectiveness. The explicit overboarding concern is the primary governance risk signal; current attendance thresholds and Board review mitigate near-term risk, but investors may penalize if commitments increase or attendance lapses .