Michael Miller
About Michael P. Miller
Michael P. Miller (age 68) is an independent director of Puma Biotechnology (PBYI) serving since February 2018. He brings 30+ years of biopharma commercialization leadership (Genentech, Jazz, VIVUS, ALZA/Syntex) and sits on PBYI’s Compensation and Nominating & Corporate Governance Committees. He holds a B.S. in Business Administration & Finance (University of San Francisco) and an MBA in Information & Computer Systems (San Francisco State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | EVP, U.S. Commercial | Apr 2014 – Sep 2020 | Led U.S. commercialization; retired 2020 |
| VIVUS, Inc. | SVP & Chief Commercial Officer | Apr 2010 – Jan 2014 | Commercial leadership |
| Genentech (Roche) | VP, HER Family Oncology Franchise | 2006 – 2010 | Oncology franchise leadership |
| Connetics Corporation | SVP & Chief Commercial Officer | 2003 – 2005 | Commercial leadership; company later acquired |
| ALZA (J&J) | VP, Urology Business Unit | 1997 – 2001 | Business unit leadership |
| Syntex Corporation (Roche) | Various sales/marketing roles | ~1984 – 1997 (13 years) | Commercial roles across product lines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioXcel (public biotech) | Director | Since Jan 2022 | Current public company directorship |
| Rigel Pharmaceuticals (public) | Advisor | Since 2022 | Advisory role (non-director) |
| Celcuity (public) | Advisor | Since 2022 | Advisory role (non-director) |
| Concarlo Therapeutics (private) | Advisor | Since 2022 | Advisory role (non-director) |
| Heathyr (private diagnostic) | Advisor | Since 2022 | Advisory role (non-director) |
Board Governance
- Independence and tenure: Board determined Miller is independent under Nasdaq and SEC standards; director since 2018 .
- Committees and roles:
- Compensation Committee: Member (chair is Brian Stuglik). 5 meetings in FY2024 .
- Nominating & Corporate Governance Committee: Member (chair is Troy Wilson). 2 meetings in FY2024 .
- Not a member of Audit or R&D Committees .
- Attendance and engagement: Board held 4 meetings in FY2024; all directors attended ≥75% of Board and committee meetings on which they served. Non-employee directors held 4 Board executive sessions; Compensation Committee held 5 executive sessions .
- Lead independent director: Jay M. Moyes; Board combines CEO/Chair roles and uses a strong Lead Independent Director model .
- Overboarding policy: Directors limited to ≤5 public company boards (≤3 if serving as a public company CEO); current nominees in compliance .
- Related-party controls: Audit Committee reviews and approves related-party transactions; Board prohibits pledging/hedging of company stock .
Fixed Compensation (Director)
| Component (2024) | Amount | Evidence |
|---|---|---|
| Board annual cash retainer | $50,000 | Director Compensation Program |
| Compensation Committee member retainer | $7,500 | Program schedule |
| Nominating & Corporate Governance member retainer | $5,000 | Program schedule |
| Total cash fees earned (Miller) | $62,500 | Director Compensation Table (2024) |
Notes:
- No meeting fees; cash paid quarterly and prorated for mid-quarter service .
Performance Compensation (Director)
| Equity Element | Grant Details | Value | Vesting | Evidence |
|---|---|---|---|---|
| Annual RSU Grant | 27,000 RSUs granted June 18, 2024 | $83,430 (grant-date fair value) | Vests in full at earlier of 1-year from grant or next annual meeting, subject to service | Program + 2024 awards |
- Director equity is time-based (no performance metrics). Annual RSU value targets $300,000 but is capped at 27,000 shares; due to share cap, grant-date value has been below $300,000 in recent years .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Commentary |
|---|---|---|
| BioXcel (public) | Director since 2022 | No related-party transactions disclosed in the sections cited; Audit Committee oversees related-party review generally . |
| Rigel Pharmaceuticals (public) | Advisor since 2022 | Advisory roles at other biopharmas warrant monitoring if PBYI enters transactions with these entities; Audit Committee has review responsibility . |
| Celcuity (public) | Advisor since 2022 | See above . |
| Concarlo Therapeutics (private); Heathyr (private) | Advisor since 2022 | See above . |
Expertise & Qualifications
- Deep commercialization leadership across oncology and specialty therapeutics (Genentech HER franchise; Jazz EVP U.S. Commercial; VIVUS CCO; ALZA/Connetics leadership) .
- Financial and operational oversight from senior roles; strategic marketing and sales execution experience .
- Education: B.S. Business Administration & Finance (University of San Francisco); MBA Information & Computer Systems (San Francisco State University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Miller) | 64,626 | Includes 20,000 shares held; 27,000 stock awards vesting within 60 days of 4/21/2025; 17,626 options exercisable within 60 days . |
| Ownership as % of outstanding | <1.0% | Table denotes “* less than 1.0%” (49,630,717 shares outstanding 4/21/2025) . |
| Vested vs. unvested | 20,000 held; 27,000 unvested RSUs (vesting within 60 days of 4/21/2025); 17,626 options exercisable within 60 days | As of record date detail . |
| Pledging/Hedging | Prohibited by policy | Insider Trading Compliance Policy prohibits pledging/hedging . |
| Stock ownership guidelines | As of Feb 2025: 3× annual cash retainer by Dec 31, 2029 (or 5 years from appointment if later); prior guideline 10,000 shares | RSUs count; options and unearned performance awards do not; directors ≥3 years had met prior guideline as of 12/31/2024 . |
Compensation Committee Analysis (Miller is a member)
- Composition: Miller (member), Jay M. Moyes (member), Brian Stuglik (chair). All independent under Nasdaq/SEC standards .
- Consultant independence: The committee engaged Compensia; determined independent with no conflict of interest (SEC Rule 10C-1, Nasdaq standards) .
- 2024 activity: 5 meetings; oversight of executive pay program design, peer group selection, and director pay program review .
Governance Assessment
-
Strengths
- Independent director with extensive commercialization expertise; active on key governance (NCG) and pay (Compensation) committees .
- Good attendance culture (≥75% for all directors); regular executive sessions; strong Lead Independent Director structure .
- Director pay structure is modest in cash ($62,500 for Miller in 2024) with meaningful equity component (27,000 RSUs), aligning interests; hedging/pledging prohibited; updated stock ownership guidelines increase alignment to 3× retainer by 2029 .
- Shareholder support signals: 2025 say‑on‑pay passed with 32,617,895 for vs. 1,698,665 against (broker non-votes 6,521,146) .
-
Watch items / potential conflicts
- Multiple external roles (BioXcel board; advisor to Rigel, Celcuity, Concarlo, Heathyr). No specific related-party transactions disclosed in the cited sections, but continued monitoring is warranted if PBYI transacts with these entities; Audit Committee has explicit oversight of related-party transactions .
- Not an Audit Committee member; financial oversight relies on other independent directors (Audit chaired by Moyes; all Audit Committee members designated financial experts) .
-
Overall: Miller’s committee assignments (Compensation and Nominating & Corporate Governance), independence, and long-tenured commercialization background support board effectiveness and investor alignment, with manageable interlock risk under existing related-party controls and overboarding policy .