Patrick Heron
About Patrick Heron
Patrick J. Heron (age 54) is an independent director of Mirum Pharmaceuticals and has served on the Board since November 2018. He is a General Partner at Frazier Life Sciences (since September 1999) and previously helped develop McKinsey & Co.’s West Coast biotechnology consulting practice. He holds a B.A. in Political Science from the University of North Carolina at Chapel Hill and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Life Sciences | General Partner | Sep 1999–Present | Company formations and initial investments in biotech (e.g., Marcadia, Calixa, Silvergate) |
| McKinsey & Co. | Consultant | Pre-Frazier (dates not disclosed) | Helped develop West Coast biotech consulting practice |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Arcutis Biotherapeutics, Inc. | Director | Public | Current |
| MBX Biosciences, Inc. | Director | Public | Current |
| HilleVax, Inc. | Director | Public | Current |
| Alpha-9 Theranostics, Inc. | Director | Private | Current |
| Alceptor Therapeutics, Inc. | Director | Private | Current |
| Bluewater Biosciences, Inc. | Director | Private | Current |
| Imago Biosciences, Inc. | Director | Public (acquired) | 2014–2022 |
| Vaxcyte, Inc. | Director | Public | 2017–2021 |
| Iterum Therapeutics plc | Director | Public | 2016–2021 |
| Passage Bio, Inc. | Director | Public | 2018–2021 |
| Scout Bio, Inc. | Director | Private | 2018–2023 |
Board Governance
- Independence: The Board determined Mr. Heron is independent under Nasdaq rules .
- Committee assignments (2024): Compensation Committee member (not Chair) .
- 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 Board and applicable committee meetings; independent directors held 4 executive sessions .
| 2024 Governance Metrics | Detail |
|---|---|
| Independence | Independent director |
| Committees | Compensation Committee (member) |
| Board Chair | Michael Grey (independent) |
| Board meetings | 6 meetings; ≥75% attendance by all directors |
| Committee meetings | Audit 5; Compensation 4; Nominating 3 |
| Executive sessions (independent) | 4 in 2024 |
Fixed Compensation (Non-Employee Director – 2024)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $58,750 |
| Stock Awards (RSUs) | $149,989 |
| Option Awards | $149,774 |
| Total | $358,513 |
Key policy details impacting 2024–2025 director pay:
- Cash retainers: Annual Board retainer increased from $45,000 to $50,000 effective April 4, 2024; committee member retainers $10,000 (Compensation), $10,000→$12,500 (Audit member as of April 2, 2025); committee chair retainers: Audit $20,000→$25,000 (2025), Compensation $20,000, Nominating $10,000; Chair of Board $60,000 .
- Equity structure (effective Apr 4, 2024): Initial grant $450,000 (50% options/50% RSUs); annual grant $300,000 (50% options/50% RSUs); vesting: initial over 3 years; annual over 1 year or until next AGM; both accelerate on change in control; deferral program allows RSU settlement deferral until separation or change in control .
- 2025 update (effective Apr 2, 2025): Initial grant increased to $550,000; annual grant to $350,000; Audit member and chair cash retainers increased as above .
Comp mix signal: ~84% of Mr. Heron’s 2024 compensation was equity-based ($299,763 of $358,513), aligning director interests with shareholders .
Performance Compensation
- Not applicable. Mirum’s non-employee director equity grants are time-based (options/RSUs) with no director-specific performance metrics disclosed; change-in-control acceleration applies per plan/policy .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Arcutis Biotherapeutics, MBX Biosciences, HilleVax |
| Prior public boards | Imago Biosciences (2014–2022), Vaxcyte (2017–2021), Iterum Therapeutics (2016–2021), Passage Bio (2018–2021) |
| Compensation Committee interlocks | None; no member is a current/former Mirum officer; no interlocks with Mirum executives in 2024 |
Expertise & Qualifications
- Venture capital leadership in life sciences; company formation and early investments experience .
- Strategic and BD advisory background (McKinsey biotech) .
- Broad biopharma board exposure across commercial and development-stage companies .
Equity Ownership
| Ownership Detail (as of Feb 15, 2025) | Amount/Status |
|---|---|
| Total beneficial ownership (shares) | 3,797,220 (7.74%) |
| Composition | Includes 68,000 options exercisable within 60 days; also includes Frazier Life Sciences IX & X holdings aggregated (3,729,220 shares) over which Mr. Heron has shared voting/dispositive power as a managing member; Mr. Heron disclaims beneficial ownership except to the extent of his pecuniary interest |
| Shares outstanding basis | 48,990,946 shares outstanding at measurement date |
| Hedging/pledging | Company prohibits hedging and pledging by directors; no pledging disclosed for Mr. Heron |
Related-Party and Conflict Considerations
- Frazier Life Sciences funds collectively held 7.61% of Mirum common stock as of the measurement date; Mr. Heron is a managing member of the general partner of these funds and shares voting/dispositive power (disclaims beneficial ownership except to the extent of pecuniary interest) .
- Investors’ Rights Agreement (included Frazier affiliates) expired July 17, 2024 (fifth anniversary of Mirum’s IPO) .
- Board’s independence determination found no material or disqualifying relationship for Mr. Heron; he is independent and eligible for Compensation Committee service under Nasdaq/SEC rules .
- Policy for related-person transactions requires Board/Audit Committee approval for transactions >$120,000 with related persons; review focuses on arm’s-length terms and extent of interest .
Insider Trading and Section 16
- Insider trading policy prohibits short sales, options, hedging, and pledging by directors .
- Section 16 compliance: Company reports directors and officers complied in 2024, with noted late filings only for CEO Peetz and President/COO Radovich; no delinquency noted for Mr. Heron .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval >96%; Say-on-Frequency >99% for annual votes .
- 2024 investor feedback highlighted concerns regarding classified board and supermajority voting; Board maintains these provisions for stability but continues to evaluate governance framework .
Governance Assessment
- Strengths: Independent director; active service on Compensation Committee; equity-heavy director pay structure; broad biotech governance experience; Board independence affirmed; ≥75% attendance; robust anti-hedging/pledging policy; related-party transaction controls .
- Alignment: Significant beneficial ownership via Frazier funds aligns with shareholder value creation, though most ownership is through fund vehicles rather than direct common shares; options exercisable within 60 days total 68,000 .
- Watch items: Potential perceived conflict due to Frazier’s 7.61% stake and Heron’s leadership role at Frazier; Board independence determination and expired registration rights mitigate, but ongoing monitoring of any related transactions is warranted .
- Overall: No interlocks; no Section 16 issues for Heron; committee composition and policies support governance quality; maintain focus on shareholder-rights topics flagged by investors in 2024 .