William Fairey
About William Fairey
William C. Fairey, age 61, has served as an independent director of Mirum Pharmaceuticals since 2021. He holds a B.S. in Biology from the University of Oregon and an M.B.A. from Saint Mary’s College, and brings deep global commercialization and operating leadership across biopharma, including executive roles at MyoKardia, ChemoCentryx, and Actelion . He is currently classified by Mirum’s Board as independent under Nasdaq rules and serves on key board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyoKardia, Inc. | EVP & Chief Commercial Officer | Jan 2019 – Nov 2020 | Built commercial/portfolio strategy; established EU HQ; planning LatAm/Asia expansion before BMS acquisition |
| ChemoCentryx, Inc. | EVP & Chief Operating Officer | Mar 2018 – Jan 2019 | Led sales, marketing, medical affairs, market access; late-stage commercialization |
| Actelion Pharmaceuticals US, Inc. | President | Apr 2013 – Dec 2017 | Led U.S. operations |
| Actelion Pharmaceuticals Ltd. | Regional VP, Australia Asia Pacific | Jul 2008 – Mar 2013 | Regional leadership across APAC |
| Actelion Pharmaceuticals Canada Inc. | President | Jun 2003 – Jun 2008 | Led Canadian operations |
| Actelion Pharmaceuticals US, Inc. | VP Sales & Management Markets | Jan 2001 – Jun 2003 | Sales leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ascendis Pharma, Inc. | Director | Public | Biopharma board service |
| Rein Therapeutics, Inc. (formerly Aileron Therapeutics, Inc.) | Director | Public | Biopharma board service |
| KalVista Pharmaceuticals, Inc. | Director | Public | Biopharma board service |
| Respira Therapeutics, Inc. | Director | Private | Pharmaceutical company |
Board Governance
- Class and term: Class I; term expires at the 2026 annual meeting (board is classified into three-year staggered terms) .
- Independence: Board affirmed Fairey as independent; Audit and Compensation Committees composed of independent directors, including Fairey .
- Committee memberships (2024): Audit Committee member; Compensation Committee member; not on Nominating Committee; committee chairs were Brege (Audit), Fischer (Compensation), Walbert (Nominating) .
- Attendance and engagement: In 2024 the Board met 6 times; Audit met 5; Compensation met 4; Nominating met 3. Each director attended at least 75% of Board and applicable committee meetings; independent directors held four executive sessions .
- Board leadership: Independent, non-executive Chair (Michael Grey) with agenda-setting authority; separate committee chairs; separation from CEO enhances independence .
Fixed Compensation
| Component | FY 2024 Rate/Value | FY 2025 Rate/Value | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $45,000 (Q1) | $50,000 (effective Apr 4, 2024; continued in 2025) | Increased April 2024; unchanged in April 2025 policy update |
| Lead independent director cash retainer (if any) | $10,000 | $10,000 | Applies only if a lead independent director is designated |
| Audit Committee member retainer | $10,000 (2024) | $12,500 (effective Apr 2, 2025) | Increased in April 2025 |
| Compensation Committee member retainer | $10,000 | $10,000 | No change in April 2025 |
| Nominating Committee member retainer | $5,000 | $5,000 | No change |
| Chair of Board fee | $60,000 | $60,000 | For Board Chair (not Fairey) |
| Audit Committee Chair fee | $20,000 | $25,000 (effective Apr 2, 2025) | Increased in April 2025 |
| Compensation Committee Chair fee | $20,000 | $20,000 | No change |
| Nominating Committee Chair fee | $10,000 | $10,000 | No change |
| Reimbursement of expenses | Reasonable travel/lodging reimbursed | Same | Standard policy |
| 2024 Director Compensation (Fairey) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $68,750 |
| Stock Awards (grant-date fair value, RSUs) | $149,989 |
| Option Awards (grant-date fair value) | $149,774 |
| Total | $368,513 |
Performance Compensation
| Equity Award Policy | Grant Value | Mix | Vesting | Term/Acceleration |
|---|---|---|---|---|
| Initial Director Grant (effective Apr 4, 2024) | $450,000 aggregate | 50% options (Black-Scholes), 50% RSUs (at grant closing price) | Options and RSUs vest in 3 equal annual installments over 3 years | Options 10-year term; full vesting on change of control |
| Annual Director Grant (effective Apr 4, 2024) | $300,000 aggregate | 50% options, 50% RSUs | Vests by earlier of 1st anniversary or next annual meeting | Options 10-year term; full vesting on change of control |
| Initial Director Grant (effective Apr 2, 2025) | $550,000 aggregate | 50% options, 50% RSUs | Same as above | Same; plus RSU deferral allowed until separation or change in control |
| Annual Director Grant (effective Apr 2, 2025) | $350,000 aggregate | 50% options, 50% RSUs | Same as above | Same |
Additional 2024 award specifics:
- As of Dec 31, 2024, each non-employee director held RSUs representing 5,703 shares .
- As of Dec 31, 2024, Fairey held options to purchase 72,529 shares .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Ascendis Pharma, Inc. | Director | None disclosed by Mirum; Board affirmed independence for Fairey |
| Rein Therapeutics, Inc. | Director | None disclosed; independence affirmed |
| KalVista Pharmaceuticals, Inc. | Director | None disclosed; independence affirmed |
| Respira Therapeutics, Inc. | Director | Private company; no related-party transactions disclosed; Audit Committee reviews related person transactions |
- Compensation Committee interlocks: None; no Mirum executive served on boards/comp committees of companies with executives serving on Mirum’s Board or Compensation Committee during 2024 .
Expertise & Qualifications
- Global commercialization leadership across multiple biopharma franchises; built/commercialized late-stage assets; established international operations (EU HQ; APAC leadership) .
- Operational breadth (sales, marketing, medical affairs, market access) and executive roles across U.S., Canada, APAC .
- Board experience across several public biopharma companies .
Equity Ownership
| Measure | Amount | As-of |
|---|---|---|
| Shares outstanding | 48,990,946 | Feb 15, 2025 |
| William Fairey – beneficial ownership (shares) | 63,750 | Feb 15, 2025 |
| William Fairey – % of shares outstanding | <1% (“*” per proxy) | Feb 15, 2025 |
| Options exercisable within 60 days | 63,750 | Feb 15, 2025 |
| Total options held (Dec 31, 2024) | 72,529 | Dec 31, 2024 |
| RSUs held (non-employee directors) | 5,703 shares | Dec 31, 2024 |
- Hedging/pledging: Directors prohibited from short sales, options, hedging; and from pledging/margining company stock .
- Insider trading policy: Window-period controls; policy filed as an exhibit to 10-K .
Governance Assessment
- Committee effectiveness: Fairey sits on Audit and Compensation—two of the most consequential committees; Audit oversees financial reporting, cybersecurity, and related-party reviews; Compensation oversees pay, clawback policies, and succession planning . Independence on both committees is affirmatively determined .
- Independence and conflicts: Board determined no material disqualifying relationships; related-person transactions require Audit/Board approval and are monitored; no compensation committee interlocks in 2024 .
- Attendance and engagement: Board and committees met regularly in 2024; Fairey met the ≥75% attendance threshold alongside other directors; independent directors held four executive sessions, supporting robust oversight .
- Compensation and alignment: 2024 director pay includes meaningful equity ($149,989 RSUs; $149,774 options), aligning interests with shareholders; policy shifts in 2024/2025 increased equity grant values and introduced RSU deferrals, with time-based vesting and change-of-control acceleration—appropriate for directors (no performance metrics disclosed for director awards) .
- RED FLAGS: None disclosed for Fairey regarding related-party transactions, hedging/pledging, or Section 16 compliance; company noted two late Form 4s for executives (not directors), promptly remedied . Shareholder advisory vote on executive compensation in 2025 showed strong support (34,671,826 For vs. 1,455,143 Against) , indicating favorable governance sentiment.
Implications: Fairey’s deep commercial background and independent status, coupled with active roles on Audit and Compensation, support board effectiveness and investor confidence. Equity-heavy director pay mix and tightening of committee retainers signal competitive governance but should be monitored for pay inflation; time-based vesting and anti-hedging rules maintain alignment .