Steven Hyman
Voyager TherapeuticsAbout Steven Hyman
Steven Hyman, M.D., is an independent Class II director of Voyager Therapeutics serving since September 2015 (age 72). He is Harvard University Distinguished Service Professor of Stem Cell and Regenerative Biology and a Core Faculty Member at the Broad Institute, with prior service as Provost of Harvard (2001–2011) and Director of the U.S. National Institute of Mental Health (1996–2001). Education: B.A. Yale College; M.A. University of Cambridge (Mellon fellow); M.D. Harvard Medical School. The board cites his extensive neuroscience expertise and leadership credentials as qualifying him to serve.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Provost (chief academic officer) | Dec 2001–Jun 2011 | Led academic strategy and governance |
| U.S. National Institute of Mental Health | Director | 1996–2001 | Emphasized neuroscience and emerging genetic technologies |
| National Academy of Medicine | Governing Council (2nd term) | 2012–2018 | Chaired Forum on Neuroscience and Nervous Systems Disorders (2012–2018) |
| Society for Neuroscience; ACNP; APA | President; President; Distinguished Life Fellow | Various | Professional leadership and policy influence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broad Institute of Harvard & MIT | Founding Director, Program in Brain Health; Core Faculty | Since Mar 2012 | Guides neurogenetics research strategy |
| Harvard Univ. | Distinguished Service Professor (Stem Cell & Regenerative Biology) | Since Jul 2011 | Academic leadership and mentoring |
| Cyclerion Therapeutics, Inc. (public) | Director | Since Jul 2022 | Public company governance; potential network interlock |
| Charles A. Dana Foundation (NY) | Board Chair | Since Apr 2018 | Philanthropy and brain science advocacy |
| National Research Council | Governing board | 2016–2018 | Science policy oversight |
Board Governance
- Independence: The board determined Hyman (and all directors except Sandrock and Onyia) are independent under Nasdaq rules; no family relationships among directors/executives.
- Committee assignments:
- Science & Technology Committee: Chair since May 2023; responsibilities include R&D strategy, pipeline oversight, and scientific risk.
- Audit Committee: Member; Audit Committee responsibilities include auditor oversight, ICFR, related-party review, and risk (including cyber).
- Attendance and engagement: Board held 6 meetings in 2024; all directors attended at least 75% of board and committee meetings during their service; executive sessions held regularly.
- Board leadership: Chair (Michael Higgins) is separate from CEO; structure intended to enhance independent oversight.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual board retainer | 40,000 | Standard non-employee director retainer |
| Audit Committee member fee | 8,000 | Member (non-chair) |
| Science & Technology Committee chair fee | 10,000 | Committee chair |
| Total cash fees (reported) | 58,000 | Sum of retainers; matches director compensation table |
Performance Compensation
| Grant | Shares | Fair Value ($) | Vesting | Strike Price | Notes |
|---|---|---|---|---|---|
| Annual stock option award (2024) | Policy: up to 24,000 | 144,000 | Vests in full at earlier of 1-year anniversary or next annual meeting | At fair market value on grant date | Value per director as reported; policy sets grant size and vest terms |
| Non-employee director option policy (initial grant) | Policy: up to 48,000 | N/A | Vests quarterly over 4 years | At fair market value on grant date | Applies upon first becoming a director (historical policy basis) |
- Options under the plan cannot be repriced without shareholder approval; maximum term ≤10 years; no dividend equivalents; clawback applies per compensation recovery policy.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Cyclerion Therapeutics, Inc. | Public biotech | Director | Voyager Chair Michael Higgins also Cyclerion director since Nov 2023 (network interlock) |
| Charles A. Dana Foundation | Non-profit | Board Chair | Neuroscience philanthropy |
| Broad Institute | Academic | Core Faculty; Founding Director | Brain Health program leadership |
No related-party transactions disclosed involving Hyman; the principal related-party disclosed is the Neurocrine collaboration and board designee (Onyia).
Expertise & Qualifications
- Neuroscience and neuropsychopharmacology thought leader; prior NIMH Director and Harvard Provost; extensive scientific society leadership.
- Board-level experience in public biotech (Cyclerion) and non-profit governance; recognized fellow of AAAS and American Academy of Arts & Sciences.
- Education spanning Yale (B.A.), Cambridge (M.A.), Harvard Medical School (M.D.).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Composition | Vested within 60 days |
|---|---|---|---|---|
| Steven Hyman, M.D. | 189,764 | <1% | All options (no common shares listed) | 24,000 options vest within 60 days of Apr 7, 2025 |
- Company prohibits hedging and pledging of company stock; many employees and officers use 10b5-1 for automatic sale to cover RSU taxes (directors covered by insider trading policy).
- Director compensation cap under plan: aggregate annual cash+equity limit to ensure governance discipline.
Governance Assessment
- Board effectiveness: Hyman’s deep scientific expertise and chairing of the Science & Technology Committee align with Voyager’s neurogenetics focus; concurrent Audit Committee membership supports risk oversight. Attendance and independent status meet best-practice standards.
- Ownership alignment: Hyman’s economic exposure is primarily via stock options; beneficial ownership <1% and composed of options, with scheduled vesting. No pledging/hedging permitted, and clawback policy in place—moderate alignment, albeit limited direct share ownership.
- Compensation structure: Cash retainer plus equity options with time-based vesting; no performance metrics tied to director equity; option repricing prohibited. Structure is conventional; governance safeguards (caps, clawback, no evergreen in 2025 Plan) are positive.
- Conflicts and related-party exposure: No Hyman-specific related-party transactions disclosed. Notable board dynamic includes Neurocrine designee (Onyia) due to strategic collaboration; monitor information flows. Network interlock with Cyclerion via Michael Higgins is notable, but no Voyager-Cyclerion dealings disclosed.
- Investor confidence signals: 2024 say‑on‑pay approval at 95% suggests shareholder support for compensation governance; board holds regular executive sessions; leadership structure separated CEO/Chair.
RED FLAGS: None disclosed regarding Hyman—no related-party transactions, no low attendance, no option repricing. Monitor for potential perceived conflicts from shared external biotech board (Cyclerion) if business overlaps emerge; currently no transactions disclosed.