Sandra Milligan

About Sandra Milligan

Sandra Milligan, M.D., J.D., age 61 as of April 14, 2025, has served as an independent director of SYRE since May 2024. She is currently SVP, Global Regulatory Affairs at Daiichi Sankyo, Inc. (since February 2025), and previously served as President (April 2024–February 2025) and Interim CEO (December 2024–January 2025) of Aspira Women’s Health. Prior roles include Head of R&D at Organon (2020–2024), SVP and Head of Global Regulatory Affairs & Clinical Safety at Merck (2015–2020), VP Product Development Regulatory at Genentech (2012–2015), and multiple legal/regulatory roles at Amgen (2002–2012). She served in the U.S. Army Medical Corps (1987–1994), holds a B.S. in Biology and a B.A. in Psychology (UC Irvine), an M.D. (George Washington University School of Medicine), and a J.D. (Georgetown University Law Center). She has been a director at Gossamer Bio since June 2021 and is a DIA fellow after chairing its board (2011–2017). SYRE’s Nominating Committee cites her leadership in biopharma and clinical/regulatory expertise, including IBD, as board qualifications .

Past Roles

External Roles

Board Governance

• Committees and roles:
  • Nominating & Corporate Governance: Chair
  • Compensation Committee: Member
• Committee meeting cadence in 2024: Audit (5), Compensation (5), Nominating (2) .
• Independence: The Board determined Dr. Milligan is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating are independent per Rule 10A-3/10C requirements .
• Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; seven directors attended the 2024 annual meeting .
• Board leadership: Independent Chair (Jeffrey W. Albers) separate from CEO; independent directors hold executive sessions at every regular meeting .
• Risk oversight: Nominating Committee oversees director succession, governance, and ESG; Compensation oversees pay/human capital; Audit oversees financial reporting, compliance, IT/cybersecurity .
• Compensation Committee consultant: Alpine Rewards, LLC engaged in 2024; Committee affirmed no conflicts of interest .
• Compensation Committee interlocks: None; no reciprocal board/comp committee overlaps with SYRE executives in past year .

Fixed Compensation

Notes:

• Joining in May 2024 explains partial-year cash fees versus the full annual schedule .

Performance Compensation

Program structure change:

• New directors post May 9, 2024 receive value-based initial option grants (~$700,000 grant-date value) rather than fixed share counts (previously 40,000 shares) .

Clawback and grant timing governance:

• Equity Grant Timing Policy adopted Dec 2024 to avoid grants during blackout/MNPI windows; annual grants occur shortly after first Compensation Committee meeting; no MNPI timing to affect value in 2024 .
• Nasdaq-compliant Clawback Policy in place; 2024 restatement triggered review with no recovery required (did not affect incentive comp after Oct 2, 2023) .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep regulatory affairs and clinical development leadership across large-cap biopharma and biotech (Merck, Genentech, Amgen; Organon R&D head) .
• Board governance experience (GOSS), DIA chair/fellow; legal training (J.D.) complements medical training (M.D.) for compliance and risk oversight .
• Nominating Committee highlighted expertise including IBD domain knowledge; relevant to SYRE’s pipeline oversight .

Equity Ownership

Insider trades (Form 4/3):

Policies:

• Insider trading policy prohibits short-term trading, short sales, publicly traded options/derivatives on Company stock, and hedging transactions (applies to directors) .
• No pledging policy disclosure found; no pledging reported for Milligan in proxy ownership table .

Governance Assessment

Strengths

• Independent director chairing Nominating & Corporate Governance; clear separation of Chair and CEO, with regular executive sessions; robust committee risk oversight practices .
• Highly relevant regulatory/clinical background; governance experience (DIA chair, public board) .
• Director compensation program structured around time-based option grants; use of independent consultant (Alpine) with conflict review .
• Equity Grant Timing Policy and Clawback Policy indicate attention to compensation governance and restatement risk management .

Watch items and potential conflicts

• External executive roles (Daiichi Sankyo; prior AWH leadership) and GOSS directorship create outside commitments; no related-party transactions disclosed involving Milligan, and Board affirms independence .
• 2024 financial statement restatements occurred; Compensation Committee determined no clawback recovery required (restatement did not impact incentive comp after Oct 2, 2023). Continual monitoring of control remediation remains prudent for overall governance confidence .

Compensation alignment and director pay mix

• 2024 pay: $33,445 cash fees and $703,512 option awards (total $736,957); mix skewed to equity, supporting shareholder alignment via at-risk compensation .
• Program moved to value-based option grants for new directors (~$700,000 initial) and ~$350,000 annual grants, vesting monthly, reinforcing ongoing alignment and retention; no director performance metrics disclosed (awards are time-based) .

Shareholder engagement

• Outreach to top 25 institutional investors regarding say-on-pay in 2024; ongoing engagement overseen by the Board .

RED FLAGS

• None disclosed specific to Milligan: no low attendance, no related-party transactions, no hedging/derivatives, no pledging disclosed, and no comp interlocks .

Appendix: Committee Membership and Attendance

Board-wide attendance: Each director attended ≥75% of Board and applicable committee meetings in 2024; Board met 7 times .