Michael Lynton
About Michael Lynton
Michael Lynton, age 65, has served on Schrödinger’s board since January 2018 and as independent Chairman since October 2018; he holds a BA from Harvard College and an MBA from Harvard Business School . He previously served as CEO of Sony Entertainment Inc., Chairman/CEO of Sony Pictures Entertainment, and CEO of Sony Corporation of America, bringing deep public-company leadership and media/technology governance experience to SDGR’s board . He is currently Chair of Snap Inc. and Warner Music Group Corp. and a director of Ares Management Corporation, indicating significant external board exposure that the company monitors for potential overboarding risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Entertainment Inc. | Chief Executive Officer | Apr 2012 – Aug 2017 | Led global entertainment operations; prior senior leadership at Sony entities |
| Sony Pictures Entertainment Inc. | Chairman & Chief Executive Officer | Jan 2004 – May 2017 | Oversaw studio strategy/operations |
| Sony Corporation of America | Chief Executive Officer | Mar 2012 – Aug 2017 | U.S. leadership role for Sony |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Snap Inc. | Chairman of the Board | Current | Public company; technology/consumer platforms |
| Warner Music Group Corp. | Chairman of the Board | Current | Public company; media/entertainment |
| Ares Management Corporation | Director | Current | Public, global alternative asset manager |
| Pandora Media, Inc. | Director | Prior (Aug 2017–Feb 2019) | Public company (at the time) |
| Pearson plc | Director | Prior (Feb 2018–Jun 2021) | Public company |
| The Boston Beer Company, Inc. | Director | Prior (Oct 2020–May 2023) | Public company |
Board Governance
- Independence: The board determined in March 2025 that all directors except the CEO (Ramy Farid) and Dr. Richard Friesner are independent; Lynton is independent under Nasdaq rules .
- Board leadership: SDGR separates Chair and CEO; no Lead Independent Director because the Chair (Lynton) is independent .
- Attendance: The full board met 5 times in 2024; each director attended at least 75% of board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Board structure concerns and response: 2024 director election support (Class I) was 76–81%; shareholder feedback cited the classified board and number of outside boards; SDGR reviewed director commitments regularly and determined directors have sufficient time, and continues to evaluate declassification timing .
| Committee | 2024 Meetings | Lynton’s Role | Notes |
|---|---|---|---|
| Audit Committee | 7 | Member | Oversees financial reporting, controls, and related-party review |
| Nominating & Corporate Governance Committee | 2 | Chair | Oversees board composition, leadership structure, ESG oversight |
| Board of Directors | 5 | Independent Chairman | Runs board/executive sessions, agenda-setting, governance |
Fixed Compensation
- 2024 cash fees earned: $105,000 (Board retainer + chair premium + committee fees) .
| Cash Fee Component (2024 policy) | Amount |
|---|---|
| Board of Directors – Member annual fee | $45,000 |
| Board Chair – Supplemental annual fee | $40,000 |
| Audit Committee – Member annual fee | $10,000 |
| Nominating & Corporate Governance – Member annual fee | $5,000 |
| Nominating & Corporate Governance – Chair supplemental fee | $5,000 |
| Total cash (matches Lynton’s 2024 actual cash) | $105,000 |
- 2025 policy changes: Board member annual fee increased to $50,000 (other committee fees unchanged in the policy update) .
Performance Compensation
- SDGR uses an equity mix for non-employee directors consisting of annual option grants and RSUs that vest over time (12 months for annual awards; initial election awards vest in thirds over three years). Awards are subject to annual caps under the 2022 Equity Incentive Plan (aggregate cash+equity ≤ $750k; ≤ $1.0m in initial year) .
| 2024 Director Equity Grants (Lynton) | Shares/Value | Vesting |
|---|---|---|
| Stock options (annual grant) | 8,550 options; grant date fair value $98,825 | Vests on 12-month anniversary (or earlier next annual meeting) |
| RSUs (annual grant) | 5,000 RSUs; grant date fair value $96,600 | Vests on 12-month anniversary (or earlier next annual meeting) |
Other Directorships & Interlocks
- Current public boards: Snap (Chair), Warner Music Group (Chair), Ares Management (Director) .
- Governance signal: Shareholder feedback in 2024–2025 highlighted board commitments/overboarding concerns; SDGR’s nom/gov committee reviews commitments each meeting and concluded each director’s time commitment is sufficient .
- Related-party/transactions: No related-party transactions involving Lynton disclosed; related-person items in 2024–2025 primarily pertained to Dr. Friesner and Columbia University arrangements .
- Independence reaffirmed for Lynton in 2025 review .
Expertise & Qualifications
- Public-company board leadership (Chair at SDGR, Snap, and WMG) and executive leadership in media/tech (Sony entities) .
- Governance/ESG oversight as Nom/Gov Chair at SDGR; board conducts annual self-evaluations and independent director executive sessions at least twice a year .
- Risk oversight participation via Audit Committee membership (financial, legal, cybersecurity, privacy) .
Equity Ownership
| Ownership Detail | Amount / Status |
|---|---|
| Beneficial ownership (Common) as of Apr 1, 2025 | 110,565 shares; <1% of common |
| Outstanding option awards (aggregate, 12/31/2024) | 112,865 shares subject to options |
| Unvested RSUs outstanding (12/31/2024) | 5,000 RSUs |
| Shares pledged as collateral | None disclosed; pledging generally prohibited and only Dr. Friesner had an approved pledge |
| Ownership guidelines | Non-employee directors: 3.0x annual cash retainer; as of Apr 21, 2025, all directors except two newer executives and the March 2025 appointee met guidelines (implies Lynton in compliance) |
Insider equity grants and holdings (Form 4):
| Transaction Date | Security | Shares | Price/Exercise | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2024-06-18 | RSU/Common Stock (award) | 5,000 | $0 | 11,250 common | |
| 2024-06-18 | Stock Option (right to buy) | 8,550 | $19.32 | 8,550 options | |
| 2025-06-18 | RSU/Common Stock (award) | 5,997 | $0 | 17,247 common | |
| 2025-06-18 | Stock Option (right to buy) | 9,341 | $21.05 | 9,341 options |
Notes: Post-transaction “securitiesOwned” values are reported in the Form 4 feed and reflect the filer’s reported ownership after each transaction (common or derivative as applicable) .
Governance Assessment
- Strengths: Independent Chair; strong committee leadership (Nom/Gov Chair) and active committee service (Audit), with solid attendance; independent status affirmed; robust director ownership guidelines and compliance; anti-hedging/anti-pledging policy (no pledges by Lynton) support alignment with shareholders .
- Compensation structure: Balanced director pay with cash retainers and time-based equity; within equity plan caps; transparent fee schedule (updated for 2025) .
- Watch items / potential red flags: Multiple external public board chairmanships and directorships can raise overboarding/time-commitment risk; shareholder outreach cited this and the classified board as concerns; the board conducts ongoing review and has thus far determined commitments are appropriate .
- Shareholder signals: Say-on-pay support was very strong in 2024 (98% of votes cast), but director election support for Class I nominees in 2024 was 76–81%, highlighting governance preferences around board structure and director commitments that could affect future vote outcomes .
Director Compensation (Reference)
| 2024 Director Compensation (Lynton) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,000 |
| Option Awards (grant date fair value) | $98,825 |
| Stock Awards (grant date fair value) | $96,600 |
| Total | $300,425 |
Policy references:
- 2024 policy: Board $45,000; Chair +$40,000; Audit member $10,000; Compensation member $7,500; Nom/Gov member $5,000 (+$5,000 chair); Drug Discovery member $7,500 (+$7,500 chair); annual equity grants to non-employee directors (options and RSUs) with 12-month vest .
- 2025 update: Board member fee increased to $50,000; initial/annual equity grant value caps adjusted upward with vesting terms unchanged .
- Director award caps under the 2022 EIP: ≤$750,000 total cash+equity per year (≤$1,000,000 initial year) .
Related-Party Exposure & Policies
- Related-party transactions: None disclosed for Lynton; 2024–2025 related-person items centered on Dr. Friesner (consulting fees and Columbia University license-related royalties) .
- Insider trading and pledging policies: SDGR prohibits hedging and pledging (with limited exceptions requiring approval); only Dr. Friesner has an approved pledge; Lynton has none disclosed .
- Clawback policy: Adopted Oct 2, 2023, focused on executive incentive-based compensation; directors are not covered unless serving as “executive officers” .
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay support at 2024 annual meeting: >98% of votes cast in favor .
- 2024 director election support (Class I): 76–81%; investor feedback centered on classified board and director board commitments; SDGR is actively engaging and reviewing .
Summary Implications for Investors
- Lynton is an experienced, independent Chair with active committee leadership and strong attendance, supported by alignment mechanisms (ownership guidelines, anti-hedging/pledging) .
- Overboarding risk is the principal governance watch item given his external roles (two chairmanships plus one directorship); SDGR acknowledges this and conducts routine reviews, but investors may continue to scrutinize time commitments and the classified board structure when voting .