Joseph C. Papa
About Joseph C. Papa
Joseph C. Papa, age 69, is an independent director of Milestone Pharmaceuticals (MIST), appointed to the Board on September 3, 2024. He serves on the Compensation Committee and brings 35+ years of pharmaceutical and healthcare leadership experience, including CEO roles at Emergent BioSolutions (current), Bausch + Lomb, Bausch Health, and Perrigo. He holds a BS in Pharmacy from the University of Connecticut and an MBA from Kellogg School of Management (Northwestern). The Board has determined he is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergent BioSolutions Inc. | Chief Executive Officer | 2024–present | Leads turnaround and public health portfolio (role disclosed) |
| Bausch + Lomb Corporation | Chief Executive Officer | 2022–2023 | Led global eye health company |
| Bausch Health Companies Inc. | Chief Executive Officer | 2016–2022 | Led global pharma platform |
| Perrigo Company plc | Chief Executive Officer | 2006–2016 | Led global pharma company |
External Roles
| Company (Ticker) | Position | Dates |
|---|---|---|
| Emergent BioSolutions Inc. (NYSE: EBS) | Director | Since 2024 |
| Candel Therapeutics, Inc. (Nasdaq: CADL) | Director | Since 2022 |
| Prometheus Biosciences, Inc. (Nasdaq: RXDX) | Director (prior) | 2020–2023 (until Merck acquisition) |
| Bausch + Lomb Corporation (NYSE: BLCO) | Director (prior) | 2022–2023 |
| Bausch Health Companies Inc. (NYSE: BHC) | Director (prior) | 2016–2022 |
| Smith & Nephew plc (NYSE: SNN) | Director (prior) | 2008–2018 |
| Perrigo Company plc (NYSE: PRGO) | Director (prior) | 2006–2016 |
Board Governance
- Committee assignments: Compensation Committee member (no chair roles). The Compensation Committee consisted of Seth H.Z. Fischer (Chair), Michael Tomsicek, and Joseph C. Papa.
- Independence: Independent director; Board determined all non-employee directors, including Mr. Papa, are independent under SEC and Nasdaq rules.
- Attendance: 2024 attendance 100% for Board and 100% for committee meetings for the portion of the year he served; Board met 19 times in 2024.
- Tenure: Appointed September 3, 2024; standing for election to serve until the 2026 annual meeting.
- Board structure: Independent Chair; regular executive sessions of independent directors.
- Appointment context: Added in connection with a Cooperation Agreement with Alta Fundamental Advisors (activism/settlement), which remains in effect through the 2025 Annual Meeting.
Fixed Compensation
| Item | Amount/Detail | As-of |
|---|---|---|
| Cash fees earned (2024) | $18,261 | FY 2024 director compensation table |
| Board annual cash retainer (policy) | $42,500 | Policy as amended July 2024 |
| Compensation Committee member retainer (policy) | $7,500 (member); $7,500 (additional for Chair) | Policy |
| Audit Committee member retainer (policy) | $10,000 (member); $10,000 (additional for Chair) | Policy |
| Nominating & Corporate Governance Committee member retainer (policy) | $5,000 (member); $5,000 (additional for Chair) | Policy |
Notes:
- Retainers are paid quarterly in arrears and prorated for partial service during a quarter.
Performance Compensation
| Equity Component | Shares/Value | Vesting & Terms | Period |
|---|---|---|---|
| Option awards (grant-date fair value recognized in 2024) | $81,774 | Time-based; see option policy terms | FY 2024 |
| New director initial option grant (policy) | 80,000 options | Vests monthly over 3 years; strike at fair market value at grant | Policy |
| Annual director option grant (policy) | 40,000 options each annual meeting | Vests in 12 equal monthly installments; accelerates in full upon a change in control | Policy |
| Director pay cap (plan design) | $750,000 total annual value (cash + equity); $1,100,000 in first year | Equity valued at grant-date fair value for accounting | Amended 2019 Plan |
Additional governance features on awards:
- No discounted options/SARs; exercise price ≥ fair market value on grant date.
- Awards subject to clawback per company policy; Board may impose additional recoupment terms.
Other Directorships & Interlocks
- Compensation Committee interlocks: None. The company discloses no executive officer serving on another company’s compensation committee where any MIST executive served on that company’s board.
- Current public boards: Emergent BioSolutions (EBS) and Candel Therapeutics (CADL).
- Prior public boards: Prometheus Biosciences (RXDX), Bausch + Lomb (BLCO), Bausch Health (BHC), Smith & Nephew (SNN), Perrigo (PRGO).
Expertise & Qualifications
- Industry experience: 35+ years across pharma, specialty pharma, and medical devices; led companies through transformative periods.
- Education: BS in Pharmacy (University of Connecticut); MBA (Kellogg Graduate School of Management).
- Governance/committee expertise: Serves on MIST Compensation Committee; Board identifies committee members as independent and non-employee directors.
Equity Ownership
| Metric | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 106,667 | As of April 15, 2025; consists of options immediately exercisable or exercisable within 60 days |
| Percent of shares outstanding | <1% | As of April 15, 2025 |
| Options outstanding at year-end (director) | 80,000 | As of December 31, 2024 |
| Hedging/pledging | Prohibited for all insiders (including directors) by company policy | Insider Trading Policy summary |
Signal:
- As of April 15, 2025, 100% of awards outstanding under the company’s equity plan were underwater (stock price below option strike), which can dampen alignment unless refreshed; this likely includes director options.
Governance Assessment
- Strengths: Independent status; 100% attendance at Board and committee meetings in 2024; deep CEO-level operating expertise; service on a fully independent Compensation Committee; robust governance policies (independent Chair, executive sessions, hedging/pledging prohibited; clawback policy applies).
- Cautions/Monitoring:
- Board refresh via Cooperation Agreement (activism settlement) brought Papa and other directors onto the Board—watch for ongoing shareholder dynamics and re-nomination outcomes.
- Underwater options across the plan as of April 15, 2025 may necessitate equity refresh or adjustments to maintain alignment and retention.
- Multiple external commitments (CEO of EBS and director at CADL) could pose time-allocation considerations, though attendance at MIST thus far has been 100%.
Related-Party Transactions and Conflicts
- The proxy discloses related-party transactions since January 1, 2024 (notably RTW-linked financing/royalty and convertible notes) and the Alta Cooperation Agreement. No director-specific related-party transaction is disclosed involving Mr. Papa.
- Conflicts policy: Québec corporate law and company policy require directors to disclose conflicts and recuse as necessary; code of ethics and related-person transaction review in place.
Director Compensation (Detail)
| Name | Fees Earned (Cash) | Option Awards (Grant-Date FV) | Total | Options Outstanding at 12/31/24 |
|---|---|---|---|---|
| Joseph C. Papa | $18,261 | $81,774 | $100,035 | 80,000 |
Policy overview:
- Cash retainers: Board $42,500; Committee retainers: Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; Chairs receive the same additional amount as member fee (e.g., +$7,500 for Comp Chair). Paid quarterly and prorated.
- Equity: New directors receive an 80,000-share option (3-year monthly vesting). Annual grant: 40,000-share option vesting monthly over 12 months (accelerates on change in control).
Board/Committee Effectiveness Indicators
- Meetings and attendance: Board met 19 times in 2024; Mr. Papa 100% attendance for Board and his committee responsibilities since joining.
- Committee mandate and advisor independence: Compensation Committee oversees executive and director pay, may retain advisors; in 2024 it engaged Aon, with independence assessed and no conflicts identified.
Say-on-Pay and Shareholder Engagement (Context)
- 2025 ballot includes Say-on-Pay and Say-on-Pay frequency (Board recommends “One Year”). The company highlights ongoing shareholder engagement and executive sessions of independent directors.
Compensation Committee Analysis (Composition and Practices)
- Members: Seth H.Z. Fischer (Chair), Michael Tomsicek, Joseph C. Papa; all independent and non-employee directors under Nasdaq rules.
- Practices: Administers equity plans, reviews director compensation, assesses advisor independence, and maintains clawback policy coverage for awards.
RED FLAGS (none disclosed specific to Mr. Papa)
- No disclosed related-party transactions involving Mr. Papa.
- No pledging/hedging allowed by policy (mitigates alignment risks).
- Equity plan: all outstanding awards “underwater” as of April 15, 2025 (monitor for refresh/repricing risk; note that the Amended 2019 Plan restricts repricing without consent and shareholder approval for material changes).
Notes on Ownership Alignment and Guidelines
- Beneficial ownership reflects options immediately exercisable or within 60 days; no director-specific stock ownership guidelines are disclosed in the proxy.