Michael Grey
About Michael Grey
Michael Grey, age 72, is an independent, non-executive Chair of the Board at Mirum Pharmaceuticals and has served as a director since 2020; he is a co-founder and previously served as Executive Chairman (2019) and CEO (2018–2019) . He holds a B.S. in chemistry from the University of Nottingham and brings 45+ years of operating and board experience across biotech and pharma, including multiple CEO roles and public company directorships . The Board has affirmatively determined Mr. Grey is independent under Nasdaq listing rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curzion Pharmaceuticals, Inc. | President & CEO | Jan 2019 – Sep 2019 | Led sale to Horizon Therapeutics (April 2020) |
| Amplyx | President & CEO | Oct 2015 – Jan 2017 | Operating leadership prior to company sale (exited 2021) |
| Reneo | Chairman & CEO | Sep 2014 – Dec 2017 | Built clinical programs; later rebranded OnKure Therapeutics |
| Lumena Pharmaceuticals, Inc. | President & CEO | Feb 2011 – Jun 2014 | Led company through sale to Shire plc (June 2014) |
| SGX Pharmaceuticals, Inc. | President & CEO | Prior to 2008 | Led sale to Eli Lilly (2008) |
| Trega Biosciences, Inc. | President & CEO | Prior to 2001 | Led sale to LION Bioscience (2001) |
| BioChem Therapeutic Inc. | President | Prior period | Senior operating leadership |
| Glaxo/Glaxo Holdings PLC | VP Corporate Development; Director International Licensing | Earlier career | Corporate development and licensing leadership |
External Roles
| Organization | Role | Status | Tenure | Committees/Impact |
|---|---|---|---|---|
| OnKure Therapeutics, Inc. (formerly Reneo Pharmaceuticals, Inc.) | Director | Public | Current | Board oversight in therapeutics |
| Spruce Biosciences, Inc. | Director | Public | Current | Governance oversight |
| Plexium Inc. | Director | Private | Current | Venture-supported biotech governance |
| Sorriso Pharmaceuticals, Inc. | Director | Private | Current | Governance oversight |
| Theolytics Ltd | Director | Private | Current | Governance oversight |
| BioMarin Pharmaceuticals, Inc. | Director | Public | 2005 – 2021 | Long-tenured governance role |
| Horizon Therapeutics plc | Director | Public | 2011 – 2023 | Strategic oversight prior to $28B sale to Amgen (2023) |
| Mirati Therapeutics, Inc. | Director | Public | 2014 – 2021 | Governance role |
| Amplyx Pharmaceuticals, Inc. | Director | Private | 2017 – 2021 | Oversight through exit |
Board Governance
- Role: Independent, non-executive Chair of the Board; sets agendas, presides over meetings, and can convene independent director sessions; the Board separates Chair and CEO roles to reinforce independent oversight .
- Independence: Board determined Mr. Grey (and eight directors total) meet Nasdaq independence standards; committee members also meet heightened independence rules .
- Committees: Mr. Grey is not listed as a member of Audit, Compensation, or Nominating; 2024 committee chairs were Brege (Audit), Fischer (Compensation), Walbert (Nominating) .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and committee meetings; independent directors held four executive sessions in 2024 .
- Risk oversight: Board oversees strategy and risk; Audit Committee covers financial reporting and cybersecurity; Compensation Committee assesses compensation risk; Nominating oversees governance .
- Shareholder engagement and governance context: >70% of outstanding shares engaged in 2024; Board acknowledges investor concerns about classified board and supermajority provisions but determined to maintain current defenses at this stage; overboarding concerns were noted for Dr. Fischer, not for Mr. Grey .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $108,750 | Actual cash paid to Mr. Grey in 2024 |
| Annual Director Cash Retainer | $45,000 (Q1 2024), increased to $50,000 from April 4, 2024 | Retainer level change adopted in April 2024 policy |
| Chair of the Board Cash Retainer | $60,000 | Additional annual cash retainer for Board Chair |
| Committee Membership Cash Retainers | $10,000 Audit; $10,000 Compensation; $5,000 Nominating | Mr. Grey not listed as a committee member in 2024 |
| Committee Chair Cash Retainers | $20,000 Audit; $20,000 Compensation; $10,000 Nominating | Not applicable to Mr. Grey in 2024 |
Performance Compensation
| Element | Grant Structure | 2024 Amounts |
|---|---|---|
| Stock Awards (RSUs) | Under 2019 Plan; from April 2024, RSUs comprise 50% of aggregate grant value (initial $450k; annual $300k) with vesting in equal annual installments and full vest on change-of-control; April 2025 increased initial to $550k and annual to $350k | $149,989 grant-date fair value in 2024 |
| Option Awards | Under 2019 Plan; from April 2024, options comprise 50% of aggregate grant value (initial $450k; annual $300k); ten-year term; vest schedule per policy; April 2025 increased values as above | $149,774 grant-date fair value in 2024 |
| Performance-conditioned Metrics | None disclosed for director equity grants | Mirum’s director equity awards are time-based and subject to service/COC vesting; no TSR/revenue/ESG metrics disclosed for directors |
The Company prohibits hedging and pledging of Company stock by directors, reinforcing alignment of equity incentives with long-term shareholder value .
Other Directorships & Interlocks
| Connection | Detail | Governance Consideration |
|---|---|---|
| Horizon Therapeutics | Mr. Grey served on Horizon’s board (2011–2023); Mr. Walbert (current Mirum director) was Horizon’s chairman/CEO until 2023 and is now a senior advisor to Amgen after Horizon acquisition | Network ties may enhance strategic insight but are not disclosed as related-party transactions at Mirum |
| BioMarin | Mr. Grey served on BioMarin’s board (2005–2021); Dr. Cardon (current Mirum director) previously served as BioMarin CSO (2017–2021) | Prior shared affiliations indicate domain expertise; no related-party transactions disclosed |
Expertise & Qualifications
- Co-founder perspective and prior executive leadership at Mirum; extensive CEO experience in scaled biotech/pharma and multiple successful exits (SGX→Eli Lilly, Trega→LION, Lumena→Shire, Curzion→Horizon) support strategic and transaction oversight .
- Deep commercial, development, and corporate development background across multiple therapeutics areas; long-tenured public company board experience enhances governance acumen .
- Independent Chair leadership structure strengthens objective oversight of management performance and risk .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 1,041,836 shares | 2.09% of shares outstanding as of Feb 15, 2025 |
| Options Exercisable within 60 Days | 761,676 shares | Included within beneficial ownership |
| Trust Holdings | 186,410 (Grey Family Trust, 1999); 93,750 (Grey 2018 Irrevocable Children’s Trust) | Mr. Grey is trustee with voting/dispositive power |
| Pledging/Hedging | Prohibited | Company policy bans speculative trading and pledging by directors |
Governance Assessment
- Strengths: Independent, non-executive Chair; formal separation from CEO role enhances Board objectivity and accountability; Board has clear risk oversight allocation; directors attend and engage; policies ban hedging/pledging to maintain alignment; independent determinations affirmed for Mr. Grey .
- Ownership Alignment: Material beneficial ownership (2.09%) including exercisable options and family trust holdings signals skin-in-the-game; coupled with equity-based director compensation (RSUs/options) supports long-term alignment .
- Compensation: 2024 director pay for Mr. Grey consisted of cash fees ($108,750) and equity grants (RSUs $149,989; options $149,774), consistent with market practices; April 2024 policy modernized with combined RSU+option grants and added deferral features; April 2025 increased grant values modestly .
- Potential Conflicts: Mr. Grey is a co-founder and former executive of Mirum, which can raise perceived influence concerns; however, the Board affirmed his independence and no related-party transactions involving Mr. Grey were disclosed (> $120,000 threshold) .
- Network Ties: Historical overlap with Horizon (Mr. Grey on board; Mr. Walbert formerly CEO) and BioMarin (Mr. Grey director; Dr. Cardon executive) can provide sector insight; monitoring remains appropriate to avoid undue influence; no RPTs disclosed .
- Shareholder Signals/RED FLAGS: Investors expressed concerns regarding anti-takeover provisions (classified board, supermajority voting); the Board maintained these defenses citing stage-of-development stability—this remains an investor governance consideration .
Say-on-pay context: In 2024, 96% supported NEO pay and 99% supported annual frequency, indicating overall investor confidence in compensation governance, though this pertains to executives not directors .