Lisa M. Giles
About Lisa M. Giles
Independent director of Milestone Pharmaceuticals since October 2020; age 66. Brings 40+ years across pharma, diagnostics, and devices, including strategy, portfolio optimization, and commercialization leadership. Education: BS in Economics, Juniata College. Current committee: Nominating and Corporate Governance; independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Giles & Associates Consultancy | Founder, Managing Director, CEO | Since 2000 | Life sciences and healthcare-focused advisory; M&A due diligence, portfolio decision analysis. |
| Optivara (SaaS for life sciences) | Chief Executive Officer | 2013–2019 | Software platform for portfolio and launch planning. |
| G.D. Searle & Co. (Monsanto) | VP, Strategy Development | 1996–2000 | Oversaw strategic planning and portfolio prioritization. |
| Abbott Laboratories | Various leadership roles, Diagnostics & Corporate Hospital Marketing | 1983–1993 | Commercial and marketing leadership in diagnostics. |
External Roles
| Organization | Exchange/Ticker | Role | Tenure |
|---|---|---|---|
| HCW Biologics | Nasdaq: HCWB | Director | Since 2021 |
| GenMark Diagnostics, Inc. | Nasdaq: GNMK | Director | 2015–2021 (acquired by Roche) |
| Durata Therapeutics, Inc. | Nasdaq: DRTX | Director | 2012–2014 (acquired by Actavis/Allergan plc) |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (current). In 2024, she was also listed as Audit Committee member; as of 2025, Audit composition is Tomsicek (Chair), Wills, Saik.
- Chair roles: None; Nominating & Corporate Governance Chair is Robert Wills; Compensation Chair is Seth H.Z. Fischer; Audit Chair is Michael Tomsicek.
- Independence: Board determined all directors except CEO are independent; committees are 100% independent.
- Attendance and engagement: Lisa Giles recorded 100% Board and 100% committee attendance for meetings held since Jan 1, 2024; Board met 19 times in 2024; executive sessions of independent directors are conducted regularly.
- Committee activity levels (2024): Audit 4 meetings; Compensation 8; Nominating & Corporate Governance 5.
- Governance features: Independent Chair; no classified board; prohibition on pledging or margin purchases by insiders; average director tenure 40 months.
- Term limits: None; renewal via evaluation and self-assessment processes per Corporate Governance Guidelines.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $42,500 | Payable quarterly in arrears. |
| Audit Committee member retainer | $10,000 | Chair additional $10,000. |
| Compensation Committee member retainer | $7,500 | Chair additional $7,500. |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Chair additional $5,000. |
| 2024 cash fees (Lisa Giles) | $66,000 | Reported for FY2024. |
Notes:
- Policy last amended July 2024; retainers prorated for partial quarters.
Performance Compensation
| Equity Award Terms | Detail | Vesting | Change-in-Control | Strike |
|---|---|---|---|---|
| Initial option grant on election | 80,000 options | Monthly over 3 years | Vests in full upon change in control (2019 Plan definition) | FMV at grant date |
| Annual option grant (continuing directors) | 40,000 options | 12 equal monthly installments; fully vests at next annual grant date | Vests in full upon change in control | FMV at grant date |
| Year | Option Awards (Grant-Date Fair Value $) | Cash Fees ($) | Total ($) |
|---|---|---|---|
| 2023 | $90,265 | $65,500 | $155,765 |
| 2024 | $42,642 | $66,000 | $108,642 |
Observations:
- Director equity is time-based options, not performance-conditioned (no TSR/EBITDA hurdles disclosed for directors).
- Non-employee director annual total compensation cap: $750,000 ($1,100,000 in first-year appointment).
Other Directorships & Interlocks
| Director | External Public Boards | Interlocks with MIST Competitors/Suppliers/Customers |
|---|---|---|
| Lisa M. Giles | HCW Biologics (HCWB); GenMark Diagnostics (until 2021); Durata Therapeutics (until 2014) | None disclosed in proxy. |
Expertise & Qualifications
- Strategic planning and portfolio optimization expertise; commercialization and BD experience across global healthcare.
- Advisory on R&D portfolio optimization, innovation tactics, and market forecasting.
- Prior executive roles in diagnostics and pharma, supporting audit literacy and governance effectiveness.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Notes |
|---|---|---|---|
| Lisa M. Giles | 293,333 | <1% | Includes options exercisable within 60 days; outstanding options at 12/31/2024: 160,000. |
| Shares outstanding (reference base) | 53,464,273 | — | As of April 15, 2025. |
Alignment and restrictions:
- Company prohibits insiders from pledging securities or purchasing on margin; regular independent director executive sessions.
- Non-employee director compensation capped annually, reinforcing restraint.
Governance Assessment
- Strengths: Independent status; perfect attendance in 2024 (Board and committees); service on Nominating & Corporate Governance aligns with her portfolio optimization background; pay structure mixes cash with time-vested options, fostering alignment; firmwide prohibition on pledging; independent Chair; 100% independence across committees.
- Pay structure changes: Director equity awards and chair retainer schedules have been amended over time; 2024–2025 award values declined for Giles, reducing pay risk inflation; committee chair premiums shown lower in 2025 schedule versus 2024, indicating compensation discipline.
- Potential watchpoints: Director equity is time-based (no performance conditions), which can dilute pay-for-performance rigor for directors; no explicit director stock ownership guidelines disclosed.
- Conflicts/related party: No family relationships; related-party transaction policy places scrutiny with Audit Committee; committee independence maintained.
Overall, Giles’ governance footprint supports board effectiveness through attendance, independence, and relevant expertise, with compensation aligned via options and capped totals. No red flags disclosed regarding related-party transactions, pledging, or attendance.