Michel Vounatsos
About Michel Vounatsos
Independent director at Zai Lab since 2023; age 63. Former CEO of Biogen (2017–2022) with deep global commercial leadership across China and neuroscience, and prior senior roles at Merck including President of MSD China; MBA from HEC Paris and a medical certificate from Université Victor Segalen Bordeaux II .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Inc. | Chief Executive Officer; previously EVP & Chief Commercial Officer | CEO: Jan 2017–Nov 2022; CCO: 2016 | Led global commercial strategy and operations in neuroscience |
| Merck & Co. | President, Primary Care & Customer Centricity; President of MSD China; leadership roles across Europe | 1996–2016; MSD China: 2008–2012; Customer Centricity: 2012–2016 | Extensive commercial experience in China and global markets |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Revvity, Inc. (NYSE) | Director; Audit Committee member; Chair, Nominating & Corporate Governance Committee | Director since Mar 2020; Chair since Oct 2022 | Governance leadership; audit oversight |
| Tsinghua Univ. School of Pharmaceutical Sciences | Advisory Board Member | Dec 2020–Present | Academic advisory role |
| Liryc Institute (Univ. of Bordeaux) | Chairman, Supervisory Board | May 2019–Present | Oversight of electrophysiology and heart modeling institute |
Board Governance
- Independence: Board determined he is independent under Nasdaq and HK Listing Rules .
- Committee assignments: Chair, Commercial Committee; Member, Research & Development Committee .
- Committee activity: Commercial Committee met 3 times in 2024; R&D Committee met 4 times in 2024 .
- Attendance: Board met 4 times in 2024; all incumbent directors attended at least 75% of Board and relevant committee meetings; 7 of 9 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly without management; lead independent director structure in place (Diekman) .
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Director Cash Retainer | $50,000 | Non-employee director cash retainer |
| Commercial Committee – Chair fee | $15,000 | Chair retainer |
| Research & Development Committee – Member fee | $7,500 | Member retainer |
| Total Cash Fees Earned (2024) | $72,500 | Reported fees earned |
| Annual Equity Grant (Restricted Shares) – Grant Date Fair Value | $399,981 | Annual grant under 2024 Plan; value at grant |
| Total 2024 Director Compensation | $472,481 | Cash + stock fair value |
| Unvested Restricted Shares (ADSs) at 12/31/2024 | 33,475 ADSs | One ADS = 10 ordinary shares; unvested holdings |
- Equity grant design: Restricted shares equal to $400,000 divided by Nasdaq closing price on date of grant; vests in full on first anniversary of grant date .
Performance Compensation
| Equity Component | Performance Metrics | Weight | Vesting Condition | 2024 Grant Value |
|---|---|---|---|---|
| Restricted Shares (Directors) | None (time-based only) | N/A | 100% vest on first anniversary, continued service | $399,981 |
- Directors do not receive PSUs or option awards tied to performance; annual equity is time-based restricted shares .
Other Directorships & Interlocks
| Company | Overlap/Interlock Type | Potential Conflict Assessment |
|---|---|---|
| Revvity, Inc. | External board; Audit Committee member; Chair of NCG | No related-party transactions disclosed with Revvity; no supplier/customer interlocks noted |
- Zai Lab related-party transactions disclosed involve MEDx (family of CEO) and Zenas (CEO of Zenas is Director Moulder); none involve Vounatsos .
Expertise & Qualifications
- Global commercialization and China market expertise; neuroscience focus .
- Governance and audit oversight experience (Revvity) .
- Education: MBA (HEC Paris); medical certificate (Bordeaux II) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership (ADSs) | 39,585 ADSs | <1% of outstanding; beneficial ownership reported in ADSs |
| Ownership % | <1% | Denoted with asterisk in proxy |
| SFO Ordinary Shares (HK disclosure) | 395,850 ordinary shares | Equal to 39,585 ADSs (10 ordinary shares per ADS) |
| Unvested Restricted Shares (ADSs) | 33,475 ADSs | As of 12/31/2024 |
| Hedging/Pledging | Prohibited by insider trading policy | Applies to directors |
Governance Assessment
- Board effectiveness: As Commercial Committee Chair and R&D Committee member, Vounatsos is positioned to align pipeline advancement with commercialization readiness—adding operational discipline to board oversight .
- Independence and attendance: Confirmed independent; overall board/committee attendance thresholds met, supporting engagement quality .
- Pay and alignment: Director compensation balanced with modest cash ($72.5k) and substantial equity ($399,981), reinforcing alignment without performance conditions; unvested holdings indicate continuing alignment beyond grant year .
- Conflicts/related-party exposure: No transactions disclosed involving Vounatsos; Zai Lab’s related-party arrangements were reviewed/approved per policy and do not involve him—a positive for conflict risk .
- Risk indicators: No Section 16(a) delinquency noted for Vounatsos (only one Form 4 delinquency for CEO Du); anti-hedging/pledging, clawback, and strong governance frameworks are in place .
- Shareholder sentiment signal: 2024 say‑on‑pay for executives passed with 67.7%—below typical biotech medians—prompting governance-responsive changes (higher corporate weighting; PSU introduction in 2025), which suggests board sensitivity to investor feedback; while not director pay, it reflects overall governance posture .
RED FLAGS: None identified specific to Vounatsos (no related-party ties; independence affirmed; attendance threshold met) .
Watch items: Equity grants are purely time-based for directors (no performance linkage); ensure ongoing evaluation of Commercial Committee oversight given Zai Lab’s expanding China commercialization footprint .