Michel Lagarde
VERTEX PHARMACEUTICALS INC / MAAbout Michel Lagarde
Michel Lagarde (age 51) has served on Vertex’s board since 2023 and is an independent director. He is Executive Vice President and Chief Operating Officer at Thermo Fisher Scientific, with prior senior roles at Thermo Fisher, Patheon N.V., and JLL Partners; he holds a bachelor’s in business administration (European University, Antwerp) and an executive master’s in finance and control (University of Maastricht and University of Amsterdam) . He sits on Vertex’s Audit and Finance Committee and is designated an SEC “audit committee financial expert” by the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific | Executive Vice President & Chief Operating Officer | Jan 2022–present | Scaled global operations in analytical instruments, life sciences, specialty diagnostics, and pharma/biotech services |
| Thermo Fisher Scientific | Executive Vice President | 2019–2021 | Senior leadership across international markets and finance |
| Thermo Fisher Scientific | SVP & President, Pharma Services (joined via Patheon acquisition) | 2017–2019 | Led pharma services growth and integration post-acquisition of Patheon |
| Patheon N.V. | President & Chief Operating Officer | 2016–2017 | Operational leadership at a global pharma services company |
| JLL Partners | Managing Director | 2008–2016 | Healthcare-focused private equity investing |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Thermo Fisher Scientific | Executive Vice President & COO | Thermo Fisher is a supplier to Vertex (potential interlock) |
| Other public company boards | None | Company confirms no other public-company directorships |
Board Governance
- Committee assignment: Audit & Finance Committee member; qualifies as “audit committee financial expert” .
- Independence: Determined independent under Nasdaq rules; independent directors meet in executive session each regular meeting .
- Attendance: Board met 8 times in 2024; each incumbent director attended 100% of board and committee meetings; all current directors attended the 2024 annual meeting .
- Board structure: 11 members; Lead Independent Director role held by Bruce Sachs; all board committees composed of independent directors .
Fixed Compensation
| Element | Amount/Term | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | |
| Audit & Finance Committee membership retainer | $15,000 | |
| 2024 fees earned (Lagarde) | $113,516 | |
| Matching gifts (Vertex Foundation) | $25,000 | |
| Total 2024 director compensation (Lagarde) | $538,524 |
Performance Compensation
| Grant Date | Type | Shares | Exercise Price | Vesting/Terms | Source |
|---|---|---|---|---|---|
| May 1, 2024 | Annual director option grant | 3,142 | $399.71 | Options fully vested upon grant (per election); annual equity retainer value $400,000 | |
| May 1, 2025 | Option award (Form 4) | 2,398 | $502.97 | Director equity awards are value-based; options are fully vested upon grant when elected |
Directors may elect the annual $400,000 equity retainer in options (fully vested), RSUs (1-year vest), or a 50/50 mix .
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Current public company boards | None | |
| Interlocks/supplier relationships | Thermo Fisher (Lagarde’s employer) is a supplier to Vertex | |
| Related-party transaction oversight | Audit Committee reviews and approves related-person transactions under a written policy | |
| Related-party transactions disclosed (2024) | CFO’s daughter employment ($127k compensation); no Thermo Fisher-related transaction disclosed |
Expertise & Qualifications
- Deep healthcare operations leadership spanning biotech/pharma development and commercial manufacturing; successful track record scaling profitable businesses .
- Financial expertise across several international markets; designated audit committee financial expert .
- International perspective and risk oversight experience aligned with Vertex’s governance focus .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,274 | Less than 1% of 257,080,844 shares outstanding |
| Options exercisable within 60 days (as of 3/17/2025) | 3,142 | Included in beneficial ownership calculation footnotes |
| Unvested RSUs vesting within 60 days | None | |
| Deferred stock units (DSUs) | None | |
| Outstanding options at 12/31/2024 | 3,142 (all exercisable) | |
| Ownership guidelines | 5× annual cash retainer; all non-employee directors in compliance as of 3/17/2025 |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Shares | Price | Post-Transaction Holdings | Citation |
|---|---|---|---|---|---|---|---|
| 2024-05-01 | 2024-05-03 | Award (A) | Stock Option (Right to Buy) | 3,142 | $399.71 | 3,142 | |
| 2025-05-01 | 2025-05-05 | Award (A) | Stock Option (Right to Buy) | 2,398 | $502.97 | 2,398 |
Governance Assessment
- Board effectiveness: 100% attendance and active Audit & Finance Committee participation support engagement and oversight; designation as an audit committee financial expert strengthens financial reporting and risk oversight .
- Independence and conflicts: Despite being an executive at Thermo Fisher (a Vertex supplier), the board deems Lagarde independent under Nasdaq rules; the Audit Committee oversees related-party transactions under a formal policy, and no supplier-related transactions with Thermo Fisher were disclosed for 2024—mitigating perceived conflict risk though continued monitoring is warranted .
- Compensation alignment: Director pay follows a straightforward structure (cash retainers plus elective equity); Lagarde elected options in 2024 and received a standard annual option award, with director ownership guidelines met—supporting alignment without performance-conditioned metrics typical for executives .
- Signals/RED FLAGS:
- Potential conflict/interlock: Current Thermo Fisher COO; Thermo Fisher disclosed as a Vertex supplier (monitor for transaction approvals and recusals) .
- Pledging/hedging: No pledging or hedging disclosures noted for directors; ownership guidelines compliance reduces alignment risk .
- Attendance/engagement: No concerns—100% attendance .
- Say-on-pay context: 2024 executive compensation approval ~91% suggests broader investor confidence in governance; while not director-specific, it informs overall governance climate .