Elliott Sigal
Vir BiotechnologyAbout Elliott Sigal
Elliott Sigal, M.D., Ph.D., 73, has served as an independent director of Vir Biotechnology since July 2020; he is a former Chief Scientific Officer and President of R&D at Bristol-Myers Squibb (2004–2013) and previously led Mercator Genetics as VP R&D and CEO, bringing deep drug discovery and development leadership to the board . He holds B.S., M.S. and Ph.D. degrees in industrial engineering from Purdue University, an M.D. from the University of Chicago, and completed internal medicine and pulmonary training at UCSF’s School of Medicine and CVRI, later serving on the faculty . The board and Nominating & Corporate Governance Committee cite his extensive life sciences and leadership experience as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Chief Scientific Officer; President, R&D; Director | CSO/President R&D 2004–2013; Director 2011–2013; joined BMS 1997 | Executive Committee member (2001–2013); led extensive drug discovery and development activities |
| Mercator Genetics | VP R&D; Chief Executive Officer | Pre-BMS (dates not specified) | Led genomics company operations and R&D |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alnylam Pharmaceuticals (NASDAQ: ALNY) | Director | Since 2022 | Current public company directorship |
| Amgen | Co-Chair, Scientific Advisory Board | Not stated | External advisory leadership to a public biopharma |
| Affinia Therapeutics (private) | Director | Since 2020 | Private biotech board |
| Tessera Therapeutics (private) | Director | Since 2021 | Private genome engineering board |
| Adaptimmune (NASDAQ: ADAP) | Former Director | 2014–2023 | Prior public board |
| Surface Oncology (formerly NASDAQ: SURF) | Former Director | 2018–2023 | Prior public board |
| Spark Therapeutics (acquired) | Former Director | 2014–2018 | Gene therapy company |
| Mead Johnson Nutrition (NYSE: MJN, acquired) | Former Director | 2009–2017 | Pediatric nutrition company |
Board Governance
- Committee assignments (2024): Chair, Science & Technology Committee; Member, Compensation Committee .
- Independence: Identified as independent in the director matrix; all Compensation Committee members are independent under Nasdaq rules .
- Attendance and engagement: Board met nine times in 2024; all directors other than Mr. Nelsen attended at least 75% of Board and committee meetings—implying Dr. Sigal met attendance expectations amid an elevated meeting cadence tied to strategy work .
- Committee cadence (2024): Compensation (7 meetings); Science & Technology (4 meetings) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard retainer for non-employee directors (2024 policy) |
| Compensation Committee member retainer | $7,500 | Member-level fee |
| Science & Technology Committee chair retainer | $15,000 | Chair-level fee |
| Total cash fees paid (2024) | $72,500 | Per 2024 director compensation table |
Policy mechanics: Cash retainers payable quarterly in arrears; no meeting fees disclosed .
Performance Compensation (Director Equity)
| Item | Metric/Detail | Evidence |
|---|---|---|
| 2024 stock awards (RSUs) – grant-date fair value | $83,120 | 2024 director compensation table |
| 2024 option awards – grant-date fair value | $124,963 | 2024 director compensation table |
| 2024 awards structure (continuing directors) | Annual option + RSU grants totaling $400,000 value; options and RSUs split 2:1 by shares; options cap 16,000 shares; RSUs cap 8,000 shares | 2024 Director Compensation Policy summary |
| 2025–2027 equity cap (settlement-driven) | Annual equity for continuing directors capped at $385,000; initial awards for new directors capped at 2× annual grant value | Board approved revised policy effective Jan 1, 2025 |
| Option terms | Exercise price at grant FMV; 10-year term | Non-Employee Director Compensation Policy |
| Vesting (Initial grants) | Options: 1/3 at 1-year, remainder monthly over next 2 years; RSUs: 3 equal annual installments | Policy |
| Vesting (Annual grants) | Options and RSUs vest in full on 1-year anniversary | 2024 policy summary |
| Change-in-control treatment | Director options and RSUs vest in full upon Change in Control | Policy |
| 2024 Form 4 grant specifics | 16,000 options at $10.39 (5/30/2024); 8,000 common stock units (5/30/2024) | SEC Form 4 URLs: https://www.sec.gov/Archives/edgar/data/1706431/000162828024026221/0001628280-24-026221-index.htm |
| 2025 Form 4 grant specifics | 16,000 options at $4.94 (5/30/2025); 8,000 common stock units (5/30/2025) | SEC Form 4 URLs: https://www.sec.gov/Archives/edgar/data/1706431/000162828025028902/0001628280-25-028902-index.htm |
Clawback context: Company maintains multiple clawback policies (Dodd-Frank-compliant plus broader policy), signaling robust recovery tools; these policies principally address executive incentive pay, not director retainers, but support overall governance discipline .
Other Directorships & Interlocks
| Company | Relation to VIR | Potential Interlock/Conflict Notes |
|---|---|---|
| Alnylam Pharmaceuticals | Current external public board | No related-party transactions disclosed for Compensation Committee members (including Dr. Sigal) in 2024; Committee independence affirmed . |
| Amgen (SAB co-chair) | External advisory role | Same as above; no Item 404 related party disclosure for Committee members in 2024 . |
Expertise & Qualifications
- Scientific and R&D leadership: Former CSO and President of R&D at BMS; extensive drug discovery/development oversight; executive committee service (2001–2013) .
- Academic/clinical grounding: M.D. with internal medicine and pulmonary training at UCSF; prior faculty role; Ph.D. in industrial engineering—strong translational and quantitative foundation .
- Board skills: Identified as independent with public board experience; Board’s skills matrix process supports selection aligned to clinical development and science needs .
Equity Ownership
| Measure | Value | Source |
|---|---|---|
| Total beneficial ownership | 103,804 shares (less than 1% of outstanding) | Ownership table |
| Direct holdings | 15,806 shares | Ownership footnote (19) |
| Indirect holdings | 10,000 shares via Sigal Family Investments, LLC | Ownership footnote (19) |
| Options/RSUs within 60 days (as of 4/1/2025) | 77,998 shares (options/RSUs exercisable/vest within 60 days) | Ownership footnote (19) |
| Options outstanding at 12/31/2024 | 69,998 | Director year-end awards table |
| RSUs outstanding at 12/31/2024 | 8,000 | Director year-end awards table |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors | Insider Trading Policy |
| Ownership guidelines (non-employee directors) | Hold the lesser of 3× cash retainer or 5,000 shares; compliance deadline 6/30/2027 for incumbents; options assigned no value toward guideline | Ownership Guidelines |
Insider Trades (Form 4 Summary: 2023–2025, Dr. Sigal)
Director Compensation (2024 actuals)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 72,500 |
| Stock Awards (grant-date fair value) | 83,120 |
| Option Awards (grant-date fair value) | 124,963 |
| Total | 280,583 |
Year-end 2024 award balances: 69,998 options outstanding; 8,000 RSUs subject to rights .
Governance Assessment
- Board effectiveness and expertise: Serves as Chair of the Science & Technology Committee, aligning his deep R&D background with oversight of technology, discovery and clinical programs; also serves on the Compensation Committee—both roles underscore science-led strategy and human capital oversight .
- Independence and conflicts: Identified as independent; Compensation Committee interlocks and insider participation disclosure states no member (including Dr. Sigal) had relationships requiring Item 404 related-party disclosure in 2024—reducing conflict risk .
- Attendance/engagement: Met ≥75% attendance threshold during a high-activity year for Board and committees, supporting engagement during strategic transition .
- Ownership alignment: Beneficial ownership includes direct, indirect (family LLC), and near-term exercisable/vesting equity; director ownership guidelines in place and hedging/pledging prohibited—supporting alignment and risk controls .
- Compensation structure signals: 2024 cash retainer structure aligns with committee responsibilities; equity is time-based with 1-year vesting for annual grants and full vest on change-in-control; 2025–2027 cap on director equity (settlement) reduces compensation outliers and reflects responsiveness to shareholder input .
- Shareholder sentiment: Say-on-pay received strong support in 2025 (For: 100,486,810; Against: 4,280,297) and passed in 2024 as well (For: 83,922,789; Against: 22,639,307), indicating constructive investor acceptance of compensation governance amid Board refreshment .
RED FLAGS and Risk Indicators
- No related-party transactions disclosed for Compensation Committee members (including Dr. Sigal) in 2024; independence affirmed—no conflicts flagged .
- Company prohibits hedging and pledging—reduces alignment risks; no individualized pledging disclosure noted .
- Equity vests on change in control (single-trigger for directors) may be viewed as standard market practice for directors but accelerates equity in a sale—investors should monitor quantum given the 2025–2027 cap is now in place .
Overall: Dr. Sigal’s scientific leadership, committee chair role, independence, and active insider purchases in 2023 plus consistent annual director equity grants suggest strong alignment and engagement; governance controls (ownership guidelines, anti-hedging/pledging, clawbacks for executives, and capped director equity) support investor confidence .