Michael Higgins
Voyager TherapeuticsAbout Michael Higgins
Independent director; Board Chair since June 2019; director since July 2015. Age 62 (as of April 7, 2025); BS Cornell University and MBA from Dartmouth’s Tuck School; designated Audit Committee “financial expert.” Served as Interim President & CEO from June 2021 to March 2022, underscoring operational depth at Voyager .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voyager Therapeutics | Interim President & CEO | Jun 2021 – Mar 2022 | Led transition during executive search |
| Ironwood Pharmaceuticals | SVP, COO | 2003 – 2014 | Senior operating leadership at public biopharma |
| Genzyme Corporation | VP Corporate Finance; VP Business Development | Pre-2003 | Finance/BD leadership at major biotech |
| Polaris Partners | Entrepreneur-in-Residence | 2015 – 2020 | Company formation, venture building |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Pulmatrix, Inc. | Chairman of the Board | Apr 2020 – Present | Public biopharma |
| Nocion Therapeutics, Inc. | Chairman of the Board | Sep 2020 – Present | Private biopharma |
| Cyclerion Therapeutics, Inc. | Director | Nov 2023 – Present | Public biopharma |
| Camp4 Therapeutics Corporation | Director | Oct 2017 – Present | Public biopharma |
| Sea Pharmaceuticals, LLC | Director | Oct 2016 – Present | Private pharma |
| Genocea Biosciences Inc. | Director | Feb 2015 – May 2022 | Public immuno-oncology (prior) |
Board Governance
- Independence: Board determined all current members except CEO Alfred Sandrock and Neurocrine designee Jude Onyia are independent; Higgins is independent .
- Committee assignments and chair roles:
- Audit Committee: Chair (since April 2025); designated “Audit Committee financial expert” .
- Compensation Committee: Member; chair is Nancy Vitale .
- Nominating & Corporate Governance Committee: Member; chair is James Geraghty .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and committee meetings; executive sessions held regularly; annual meeting attendance required (and met in 2024) .
- Governance practices and guardrails:
- Clawback policy adopted Oct 2, 2023 under Nasdaq Rule 5608 .
- 2025 Stock Incentive Plan includes no repricing, no evergreen, double‑trigger acceleration on sale event termination, and director compensation caps .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual non-employee director cash retainer | 40,000 | Policy schedule |
| Chair of Board retainer | 32,500 | Higgins as Board Chair |
| Compensation Committee member fee | 6,000 | Member |
| Nominating & Corporate Governance Committee member fee | 5,000 | Member |
| Total cash fees (2024) | 83,500 | Sum of above |
Policy schedule for committee retainers (for context): Audit Chair $16,000; Audit member $8,000; Compensation Chair $12,500; Compensation member $6,000; Science & Tech Chair $10,000; Science & Tech member $5,000; Nominating Chair $10,000; Nominating member $5,000; Board Chair $72,500; Directors $40,000 .
Performance Compensation
| Equity Component (2024) | Grant Structure | Fair Value ($) |
|---|---|---|
| Director stock options | Annual grant to continuing directors on the date of annual meeting; option to purchase up to 24,000 shares; vests in full upon earlier of first anniversary or next annual meeting; granted at FMV | 144,000 (grant-date fair value) |
- No performance metrics (e.g., revenue/EBITDA/TSR) tied to non-employee director compensation; director equity awards are time-based options under policy .
- Plan governance features: no repricing; no dividend equivalents on options/SARs; double-trigger acceleration; clawback coverage .
Other Directorships & Interlocks
| Company/Entity | Nexus to Voyager | Potential Conflict/Interlock Commentary |
|---|---|---|
| Neurocrine Biosciences (≥5% holder; collaboration partner) | Neurocrine has Board designee (Jude Onyia); material collaboration revenues | Audit Committee (chaired by Higgins) reviews related-party transactions; presence of >5% holder designee elevates oversight needs; no Higgins-specific related party transactions disclosed . |
Expertise & Qualifications
- Financial expert (Audit Committee); deep operating experience (Ironwood COO) and BD/finance pedigree (Genzyme) .
- Company building/venture formation (Polaris EIR) and multiple biotech board chairs/directorships .
- Education: BS Cornell; MBA Dartmouth Tuck .
Equity Ownership
| Ownership Item | Shares/Units | Notes |
|---|---|---|
| Common shares held directly | 31,314 | As of April 7, 2025 |
| Options held | 450,764 | Options; 24,000 vest within 60 days of April 7, 2025 |
| Total beneficial ownership | 482,078 | Less than 1% of outstanding shares |
| Hedging/Pledging | Company policy prohibits hedging and generally pledging (limited exceptions); no pledging by Higgins disclosed | Policy scope and absence of specific pledging disclosure for Higgins in proxy . |
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Jun 5, 2024 | Advisory vote on NEO compensation | 35,949,375 | 1,711,367 | 137,319 | 8,600,728 |
- Company reported 95% approval for 2024 say‑on‑pay, indicating strong investor support .
Governance Assessment
- Strengths:
- Independent Board Chair with audit and operating expertise; designated Audit Committee financial expert .
- High attendance and regular executive sessions; multi-committee engagement (Audit chair; Compensation and Nominating member) .
- Director pay mix weighted to equity options with time-based vesting; strong plan governance (no repricing; double trigger; clawback) and policy limits on director compensation .
- Watch items:
- Significant strategic partner and ≥5% holder (Neurocrine) with Board designee; continued rigorous related-party oversight by Audit Committee is critical .
- Company-wide equity overhang was 29% at March 31, 2025 (35% including proposed 2025 Plan pool), underscoring dilution sensitivity; directors’ equity awards should remain disciplined amid share pool usage .