Michael S. Wyzga
X4 PharmaceuticalsAbout Michael S. Wyzga
Independent Chairman of the Board of X4 Pharmaceuticals; age 70; director since July 2018 and continued post-merger in March 2019. Recognized “audit committee financial expert” and determined independent under Nasdaq rules; education includes an M.B.A. from Providence College and a B.S. from Suffolk University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSW Consulting Inc. | President | Current | Strategic consulting in life sciences |
| Radius Health, Inc. | President & CEO; Director | Dec 2011–Nov 2013 | Led public biopharma operations |
| Genzyme Corporation | EVP Finance; CFO | CFO: Jul 1999–Nov 2011; EVP Finance: May 2003–Nov 2011 | Senior finance leadership at global biotech |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Exact Sciences (Nasdaq: EXAS) | Director | Since Feb 2015 | Public company board service |
| GenSight Biologics S.A. (Euronext) | Director; Chairman of the Board | Since Feb 2016 | Chair leadership at gene therapy company |
| LogicBio Therapeutics (formerly Nasdaq: LOGC) | Director | Since Sep 2018 | Previously public genetic medicines company |
| Invivyd (Nasdaq: IVVD) | Director | 2022–May 2024 | Chair of audit; member of compensation committee |
| Mereo BioPharma Group plc (formerly Oncomed; Nasdaq: MREO) | Director | Oct 2013–Apr 2019 | Service through business combination |
| Akebia Therapeutics (Nasdaq: AKBA) | Director | Feb 2014–Dec 2018 | Public biopharma board service |
Board Governance
- Roles: Independent Chairman of the Board; member of Audit Committee (with McGirr (chair) and Lawton during 2024), member of Compensation Committee (Stewart chair), and member of Nominating & Corporate Governance; appointed chair of Nominating & Corporate Governance Committee effective at the June 9, 2025 Annual Meeting (committee reduced to two members: McGirr and Wyzga) .
- Independence: Board affirmatively determined Mr. Wyzga is independent; Board majority independent under Nasdaq rules .
- Financial expertise: Audit committee financial expert designation .
- Attendance: Board met five times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting of stockholders .
- Board leadership: Separation of Chair and CEO; independent Chair presides over Board and independent director sessions; sets agendas and materials .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $90,000 | Aggregated Board/committee retainers per policy changes in 2024 |
| RSU Grant Fair Value (2024) | $46,800 | Annual director equity grant accounting value under ASC 718 |
| Total (2024) | $136,800 | Sum of cash and RSU grant fair value |
Director fee schedule in effect as of Feb 13, 2024:
- Board annual retainer: Member $40,000; Chair $75,000 .
- Audit Committee: Member $10,000; Chair $20,000 .
- Compensation Committee: Member $6,000; Chair $12,000 .
- Nominating & Corporate Governance: Member $5,000; Chair $10,000 .
- Prior policy (Jan 1–Feb 12, 2024) had lower Board retainer ($35,000) and lower committee fees; annual director RSU program unchanged .
Performance Compensation
| Equity Instrument | Annual Size | Vesting | Change-of-Control Treatment | 2024 Accounting Value |
|---|---|---|---|---|
| Annual RSUs to non-employee directors | 45,000 RSUs (for directors serving ≥6 months) | Vest in full on first anniversary or next annual meeting if earlier | 100% vesting accelerates upon change in control | $46,800 (2024 grant fair value) |
| Initial RSUs for new directors | 90,000 RSUs | Vest in equal installments over 3 years | 100% vesting accelerates upon change in control | Not applicable to 2024 unless newly appointed |
- No director pay elements tied to TSR, revenue, EBITDA, ESG, or other performance metrics; director equity is time-based RSUs with change-of-control acceleration per policy .
Other Directorships & Interlocks
| Entity | Overlap/Interlock Risk | Comment |
|---|---|---|
| Multiple biotech boards (EXAS, GenSight, Akebia, Mereo, Invivyd, LogicBio) | Low direct conflict disclosed | No related-party transactions involving Mr. Wyzga reported by X4; related-person agreements disclosed only for other directors (Bridger, Stewart) . |
Expertise & Qualifications
- Deep finance and governance expertise from CFO/EVP Finance tenure at Genzyme and CEO role at Radius; designated audit committee financial expert .
- Extensive board experience, including chairmanship and audit chair roles at public and cross-border companies; rare disease and biotech domain familiarity aligns with X4’s strategy .
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total Beneficial Ownership | 208,272 shares | |
| Common Shares Held | 76,667 shares | |
| Options Exercisable within 60 Days | 86,605 shares | |
| RSUs Vested/vesting within 60 Days | 45,000 RSUs | |
| Ownership as % of Shares Outstanding | <1% (less than one percent) | |
| Pledging/Hedging | Prohibited by insider trading policy (hedging, shorting, derivatives, margin, pledging) |
Governance Assessment
- Strengths: Independent Chairman with audit financial expert designation; member on key committees and incoming chair of Nominating & Corporate Governance; attendance at least 75% across 2024 with full annual meeting participation; broad external board exposure including audit chair experience improves oversight quality .
- Compensation alignment: Director pay is modest and balanced (cash + time-based RSUs); no performance-linked director pay that could distort incentives; policy clarifies vesting and change-of-control treatment .
- Ownership alignment: Holds common shares, vested options, and RSUs; though <1% ownership, policies prohibit hedging/pledging, supporting alignment and risk control .
- Conflicts/Related-party exposure: No related-person transactions reported for Mr. Wyzga; related-party engagements disclosed for other directors and reviewed under formal policy by Audit Committee .
- RED FLAGS: None disclosed specific to Mr. Wyzga; say-on-pay vote and broader shareholder feedback for 2025 are pending; company maintains a Dodd-Frank-compliant clawback policy (recoupment) for executives, enhancing governance posture even if not directly applicable to director equity .