Michael Tomsicek
About Michael Tomsicek
Independent director of Milestone Pharmaceuticals (MIST) since 2019; age 59. He is Chair of the Audit Committee, a designated “audit committee financial expert,” and a member of the Compensation Committee, bringing 20+ years as CFO/finance executive at CRISPR Therapeutics, Abiomed, Cubist Pharmaceuticals, and GE Healthcare. Education: BS Engineering and MBA, University of Wisconsin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Chief Financial Officer | 2017–2021 | Led finance through gene-editing scale-up; public company CFO experience |
| Abiomed | Chief Financial Officer | 2015–2017 | Oversight of cardiovascular device commercialization finance |
| Cubist Pharmaceuticals | CFO; SVP Finance & Deputy CFO; VP Corporate Finance | 2010–2015 | Acute care pharma finance leadership; M&A readiness |
| GE Healthcare | CFO, Global Ultrasound; CFO, Diagnostic Ultrasound; Finance Manager | 2002–2010 | Global financial operations across devices/diagnostics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acrivon Therapeutics (Nasdaq: ACRV) | Director | Since 2022 | Current public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair and member (Michael Tomsicek, Robert Wills, Andrew Saik), Compensation Committee member (with Seth H.Z. Fischer [Chair] and Joseph C. Papa) .
- Independence: Board determined Tomsicek is independent under SEC/Nasdaq rules; all Audit, Compensation, and Nominating committees comprised solely of independent directors .
- Attendance and engagement: 100% Board meeting attendance and 100% committee meeting attendance during 2024 (Board met 19 times; Audit 4; Compensation 8; Nominating 5) .
Fixed Compensation
- Director cash retainer schedule (policy effective 2024): Board retainer $42,500; Audit Committee member $10,000 and Chair $20,000; Compensation Committee member $7,500 and Chair $15,000; Nominating & Corporate Governance member $5,000 and Chair $10,000 .
- 2024 cash fees earned (breakdown aligned to roles): | Component | Amount (USD) | |---|---| | Board annual retainer | $42,500 | | Audit Committee Chair | $20,000 | | Compensation Committee member | $7,500 | | Total cash fees 2024 | $70,000 |
Performance Compensation
- Annual director equity policy (current):
- Election grant: 80,000 options, vest monthly over 3 years, subject to continued service .
- Annual meeting grant: 40,000 options, vest in 12 equal monthly installments; vests in full upon change-in-control; exercise price = fair market value at grant .
- Clawback: Equity awards subject to company clawback policy and potential additional recovery provisions .
- Director equity cap: Aggregate annual director compensation (cash + equity grant-date value) capped at $750,000; $1,100,000 in the year first appointed/elected .
- 2024 equity received: | Item | Amount | |---|---| | Option awards grant-date fair value (2024) | $42,642 | | Options outstanding at YE 2024 | 172,447 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Acrivon Therapeutics (ACRV) | Current director | No Milestone-disclosed related-party transactions with Acrivon; no disclosed supplier/customer overlap in proxy – |
Expertise & Qualifications
- Designated audit committee financial expert; deep FP&A, investor relations, and corporate strategy across varied operating environments .
- Sector breadth: biotech, pharmaceuticals, devices; specific commercialization oversight in cardiovascular devices (Abiomed) .
- Governance experience across multiple public boards and executive roles .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 333,227 (<1%) |
| Options exercisable within 60 days (included in beneficial ownership) | 318,227 |
| Options outstanding at YE 2024 | 172,447 |
| Hedging/pledging status | Company policy prohibits hedging and pledging by directors |
Insider Trades
| Filing Date | Transaction Date | Form | Notes/Link |
|---|---|---|---|
| 2025-06-12 | 2025-06-10 | Form 4 | Statement of changes in beneficial ownership (link to filing) |
| 2023-06-09 | 2023-06-07 | Form 4 | Statement of changes in beneficial ownership (link to filing) |
| 2022-08-11 | 2022-07-05 | Form 4 | Statement of changes in beneficial ownership (link to filing) |
| 2025-06-12 | 2025-06-10 | Form 4 (PDF) | Filing archive PDF reference |
Governance Assessment
- Strengths:
- Independence and expertise: independent director; Audit Chair; “financial expert” designation; independent committee composition supports robust oversight .
- Engagement: 100% attendance at Board and committee meetings in 2024, indicating high engagement .
- Alignment mechanisms: Director equity grants with time-based vesting, capped total director compensation, clawback in place; prohibition on hedging/pledging enhances alignment and reduces risk .
- Potential risks/monitoring areas:
- Change-in-control vesting: annual director option grants vest in full upon change-in-control; common market practice but can be scrutinized for entrenchment concerns—mitigated by overall compensation cap and independence .
- Related-party transactions: No transactions disclosed involving Tomsicek; company has a formal related-party policy with Audit Committee review. Large strategic financings with RTW (royalty and notes; private placement) are disclosed but not linked to Tomsicek personally; continue monitoring for any future interlocks –.
- Overall signal: Governance posture is strong—independent leadership, high attendance, formal policies (clawback, anti-hedging/pledging), and a restrained director pay framework support investor confidence .