UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒⌧ Filed by a Party other than the Registrant ☐
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☐ | Preliminary Proxy Statement |
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)14a-6(e)(2)) |
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| Definitive Proxy Statement |
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☐ | Definitive Additional Materials |
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☐ | Soliciting Material Pursuant to §240.14a‑12§240.14a-12 |
BLUEPRINT MEDICINES CORPORATION
(Name of Registrant as Specified in its Certificate of Incorporation)In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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☐ | Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.
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Dear Stockholders,
In 2022, we made important advancements toward our 2027 Blueprint for Precision at Scale, a five-year growth strategy to bring transformative precision therapies to large populations of patients with cancer and blood disorders.
Building on more than a decade of research and development success, we have built a portfolio of commercial medicines and strong organizational capabilities and global infrastructure. Our five-year strategy aims to achieve scale across three focus areas: mast cell disorders including systemic mastocytosis, or SM, EGFR-driven lung cancer, and CDK2-vulnerable breast and other cancers. As we achieve our goal of doubling our commercial portfolio and research and development productivity in this timeframe, we will dramatically expand our impact on patients globally and drive exceptional long-term financial performance.
In 2022, we more than doubled our commercial revenue by establishing AYVAKIT® (avapritinib) as the standard of care for advanced SM in the U.S. and initiating the commercial launch of AYVAKYT® (avapritinib) for advanced SM in the EU.
In 2023, we expect AYVAKIT net product revenues of $130 million to $140 million for currently approved indications, and anticipate additional product revenue resulting from a potential indication expansion in indolent SM. With more than $1 billion in cash and investments entering 2023 and continued strong product revenue growth anticipated over the next several years, we have an exceptionally strong financial foundation to achieve our ambitious vision.
Today, we are at the precipice of significant near-term growth in SM due to the compelling efficacy and safety results we saw in 2022 from the registration-directed PIONEER clinical trial of AYVAKIT in patients with indolent SM, an opportunity we estimate to be 15-fold larger than AYVAKIT’s approved advanced SM indication, if approved. In total, we believe SM represents more than a $1.5 billion global peak revenue opportunity.
In the PIONEER trial, AYVAKIT achieved the primary and all key secondary endpoints, demonstrating statistically significant and clinically meaningful impact on measures of mast cell burden, disease symptoms, and quality of life, along with a safety profile favorable to placebo plus best supportive care.
As we finalize preparations for a potential U.S. launch of AYVAKIT in indolent SM, we are uniquely positioned to deliver the first and only disease-modifying therapy to patients living with this disease.
We are building the foundation for additional blockbuster opportunities in lung and breast cancer with a research and development strategy focused on designing and developing potent and selective small molecule precision therapies with first- or best-in-class potential. Today, we are making important progress generating early clinical data for multiple therapeutic candidates for EGFR-driven lung cancer and CDK2-vulnerable breast cancer, and these results are informing development strategies to create value for patients and our shareholders.
We are purposefully evolving our corporate governance as our business continues to mature and we position Blueprint Medicines for growth, with an approach that is responsive to shareholder feedback and consistent with our peers in the biopharmaceutical industry.
We recently welcomed two new independent directors, Habib Dable and Dr. John Tsai, which also advanced our commitment to ensuring our board is comprised of directors who have the industry experience and expertise that directly maps to our business strategy and enables them to think ahead of the current state of the business. Our board is comprised of exceptionally competent leaders committed to the long-term mission of the business. In addition to diversity in expertise, our board represents strong demographic diversity with five of ten directors (50 percent) being diverse by gender or race/ethnicity today. All of our board committees are chaired and composed solely of independent directors and the leadership roles on all of our board committees are held by diverse board members either by gender or race/ethnicity.
We have also evolved multiple aspects of our governance having implemented an over-boarding policy, added proxy access provisions in our bylaws, adopted an average tenure goal of ten years or less for independent directors and, beginning in 2023, introduced performance-based restricted stock unit awards, or PSUs, to our equity incentive program, to further align the interests of our executive officers with our shareholders.
Blueprint Medicines Proxy Statement 2023|-ii-
The future for Blueprint Medicines is bright because we have the people, portfolio, and capabilities to successfully execute on our strategy. Today, Blueprint Medicines is a successful global commercial-stage biopharmaceutical company with growing product revenue and a pipeline of promising programs. We have a clear strategic direction to achieve our goals and a culture of excellence intentionally built with participation at all levels. Finally, we have an impressive board of directors and a passionate team of employees and partners who are deeply committed to our vision for changing patient outcomes.
BLUEPRINT MEDICINES CORPORATIONSincerely,
45 Sidney Street
Kate Haviland
President, Chief Executive Officer, and Director
On Behalf of the Board of Directors
Cambridge, Massachusetts 02139
April 28, 2023
(617) 374‑7580
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
Blueprint Medicines Proxy Statement 2023|-iii-
Notice of Annual Meeting of
To Be Held OnStockholders to be held on June 23, 202021, 2023
Dear Stockholders:Stockholders
You are cordially invited to attend the 20202023 annual meeting of stockholders of Blueprint Medicines Corporation to be held on Tuesday,Wednesday, June 23, 202021, 2023, at 3:30 p.m., Eastern Daylight Time. The annual meeting will be held entirely online this year due to the emerging public health impact of the coronavirus (COVID‑19) pandemic. You will be able to attend and participate in the annual meeting online by visiting Time, virtually via live webcast at http://www.virtualshareholdermeeting.com/BPMC2020BPMC2023, where you will be able to vote electronically and submit questions. You will not be able to attend the annual meeting in person. You will need the 16‑digit16-digit control number included with these proxy materials to attend the annual meeting. At the annual meeting, stockholders will consider and vote on the following matters:
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Proposal No. | 1.Description
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Recommendation |
PROPOSAL
1 | The electionElection of three Class II directors nominated by our board of directors, each to serve for a three-year term expiring at the 20232026 annual meeting of stockholders, or until his or hertheir successor has been duly elected and qualified;
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qualified | 2.FOR
All Nominees
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PROPOSAL
2 | | To approveApprove a non-binding, advisory vote on the compensation paid to our named executive officers;
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officers | 3.FOR
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PROPOSAL
3 | | The ratificationRatification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and2023
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| | The transaction
In addition to the foregoing items of business, stockholders will be asked to consider and vote on any other business that may properly come before the annual meeting or any adjournment of any other business that may properly come before the annual meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the proxy statement accompanying this notice.
Stockholders of record at the close of business on April 24, 20202023 will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. We encourage you to access the annual meeting before it begins. Online check-in to access the meeting will start shortly before the meeting on June 23, 2020.21, 2023. If you attend the annual meeting at http://www.virtualshareholdermeeting.com/BPMC2020BPMC2023, you may vote electronically during the meeting even if you have previously returned a proxy. Stockholders will also have the opportunity to submit questions during the annual meeting through http://www.virtualshareholdermeeting.com/BPMC2020BPMC2023. A technical support telephone number will be posted on the log-in page of http://www.virtualshareholdermeeting.com/BPMC2020 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.
We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual meeting.
We encourage all stockholders to attend the annual meeting online. However, whether or not you plan to attend the annual meeting, online, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.
Blueprint Medicines Proxy Statement 2023|-iv-
Thank you for your ongoing support and continued interest in Blueprint Medicines Corporation.
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| By Order of the Board of Directors, |
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| Jeffrey W. Albers
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| President and Chief Executive Officer
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Cambridge, Massachusetts
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April 29, 2020
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Tracey L. McCain, Esq.
Chief Legal and Compliance Officer
Cambridge, Massachusetts
April 28, 2023
Important Notice Regarding Internet Availability of Proxy Materials: Materials
We are furnishing proxy materials to our stockholders primarily via the Internet. On April 29, 2020,28, 2023, we mailed to our stockholders a Notice of Internet Availability, or Notice, containing instructions on how to access our proxy materials, including this proxy statement and our 20192022 annual report. The Notice also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.
A copy of this proxy statement and our 20192022 annual report to stockholders are available at www.proxyvote.com.
Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
Blueprint Medicines Proxy Statement 2023|-v-
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About Blueprint Medicines |
TABLE OF CONTENTSIn 2022, we more than doubled our commercial revenue with the launch of AYVAKIT®/AYVAKYT® (avapritinib):
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● Established it as the standard of care for advanced SM in the U.S. ● Initiated commercial launch for advanced SM in the EU | | ● Doubled net product revenues ● Expect net product revenues in 2023 to be $130 million to $140 million for currently approved indications |
(1) Includes GAVRETO® (pralsetinib) sales booked as revenue in 2020 and 2021.
(2) Includes Roche collaboration payments.
Today, we are at the precipice of significant near-term POTENTIAL growth in indolent SM
Submitted marketing applications for indolent SM to the U.S. Food and Drug Administration (FDA) and European Medicines Agency (EMA)
| ● | FDA accepted our supplemental new drug application and granted priority review, with a target action date of May 22, 2023 |
| ● | EMA validated our type 11 variation marketing authorization application, and we expect an approval decision in 2024 |
Indolent SM represents a specialty market with high medical need and a group of diagnosed patients, visible in U.S. claims data, who are being managed by an accessible prescriber base. We believe treating these patients presents us with a more than a $1.5 billion global peak revenue opportunity.
Blueprint Medicines Proxy Statement 2023|-vi-
(1)U.S. claims data analyses on file, updated November 2022.
(2)Blueprint Medicines estimate.
We are building the foundation for additional opportunities in lung and breast cancer with blockbuster potential
| ● | Our research and development strategy focuses on designing and developing potent and selective small molecule precision therapies with first- or best-in-class potential in areas of high medical need. |
| ● | Nominated 14 development candidates, obtained five FDA breakthrough therapy designations, and achieved global regulatory approvals for two medicines across five indications since we began operations in 2011. |
| ● | Continued research and development investments with a focus on bringing innovation to large populations of patients with mast cell disorders, lung cancer, and breast cancer. |
| ● | Assembled a robust pipeline of clinical- and research-stage programs across these focus areas, which are positioned to achieve milestones and create significant value in 2023 and beyond. |
(1) Blueprint Medicines estimate.
(2) Based on company reports.
Blueprint Medicines Proxy Statement 2023|-vii-
We are purposefully evolving our corporate governance as we continue to grow
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Board Evolution | In the last 12 months, we welcomed two new independent directors: Habib Dable, former Chief Executive Officer of Acceleron Pharma, Inc., and Dr. John Tsai, former President of Global Drug Development and Chief Medical Officer at Novartis AG. Habib and John have extensive expertise in strategic leadership, commercial growth and organizational scale across global pharmaceutical and emerging biotechnology companies, as well as extensive experience bringing innovative therapies to market across multiple geographies and therapeutic areas. |
Director Over-boarding Policy | Implemented an over-boarding policy that limits our directors to service on 4 public company boards (including ours) or 3 public company boards (including ours) for directors who are sitting public company chief executive officers. Our directors were generally supportive of the implementation of this policy. |
Director Independence | 80 percent of our directors are independent, including all of the chairs and members of our audit, compensation, and nominating and corporate governance committees. In addition, in 2022, we adopted an average tenure goal of ten years or less for independent directors in our corporate governance guidelines. |
Director Diversity | We advanced our commitment to diversity with five of ten directors (50 percent) being diverse by gender or race/ethnicity today and 80 percent of our board leadership roles being held by women or racial/ethnic minorities. For additional information, please see “Criteria, Qualifications, Experience and Diversity” and “Board Diversity Matrix.” |
Executive Pay for Performance | Introduced PSU awards to our equity incentive program, beginning in 2023, to further align the interests of our executive officers with our shareholders. |
Proxy Access Rights | Added a proxy access provision to our bylaws, providing that a shareholder (or a group of up to 20 shareholders) that has held at least three percent of the voting power of our stock for three or more years may include up to two directors in our proxy statement. |
Stock Ownership Guidelines | Amended our stock ownership guidelines so that shares underlying vested and unexercised in-the-money stock options are excluded from the ownership calculation that is used to determine whether each covered persons’ stock ownership requirement has been met. |
Corporate Responsibility | Adopted an updated Code of Business Conduct & Ethics and published our first Corporate Responsibility Report disclosing Environmental, Social and Governance, or ESG, sustainability and risk management performance metrics. |
We continue to drive our Environmental, Social and Governance initiatives forward
At Blueprint Medicines, we believe that when we work together, the impact of our collective efforts can make a profound impact on patients, our employees and the communities where we live and work. We view our corporate responsibility efforts and ESG efforts as a journey and understand the importance of expanding our corporate citizenship and sustainability efforts.
Blueprint Medicines Proxy Statement 2023|-viii-
We issued our first Corporate Responsibility (CR) Report in 2022 and are pleased to announce we will be publishing our 2023 CR Report shortly.
Patients and Families
Prioritizing patients first is our primary core value, and we are committed to providing patients with support and access to our therapies. Through our patient assistance program, YourBlueprint™, we support patient access through the treatment journey, including by providing free drug to eligible patients with inadequate or no insurance coverage.
At the end of 2022, approximately 500 patients were receiving commercial AYVAKIT in the U.S., with a majority of eligible patients participating in our co-pay support program.
Human Capital Management and Equity, Diversity and Inclusion
We are committed to creating an environment in which employees feel empowered and are enabled to do their best work. We foster a culture of equity, transparency, and curiosity that aims to create an environment in which all employees feel like they belong and have the opportunity to thrive. The success of our efforts is demonstrated by results from our 2022 Engagement and Enablement Employee Survey:
| ● | 93% of our employees are proud to work at Blueprint Medicines. |
| ● | 95% percent of our employees understand how their role contributes to the goals of the company. |
At Blueprint Medicines, we promote equity, diversity and inclusion, or ED&I, through activities and programs that increase understanding and celebrate the differences of our employees and the communities we serve, and that shape our efforts to recruit, retain, and develop a diverse and inclusive workforce:
| ● | 7 of our 12 executive team members (58%) are diverse by gender or race/ethnicity. |
| ● | 56% of our global workforce identifies as female, with gender diversity represented at all management levels. |
| ● | We were recognized as a Top Place to Work by The Boston Globe and Energage in 2022. In addition, we were recognized by Energage with 2022 Top Workplaces Culture Excellence Awards for DE&I Practices, Employee-Well Being, Professional Development, Appreciation, and Purpose & Values. |
Environmental Impact
We believe human health is inextricably linked with our environment and responsible environmental stewardship is an important part of our company’s mission to help patients live better lives. Accordingly, we are committed to working with all of our stakeholders to understand and minimize our impact on the environment. As we continue to grow, we are working to expand our ability to track and report environmental performance metrics.
Blueprint Medicines Proxy Statement 2023|-ix-
-i-Blueprint Medicines Proxy Statement 2023|-x-
Blueprint Medicines Proxy Statement 2023|-xi-
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Information Concerning
Solicitation and Voting |
45 Sidney Street
Cambridge, Massachusetts 02139
(617) 374‑7580
PROXY STATEMENT
2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2020
INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by the board of directors of Blueprint Medicines Corporation for use at the annual meeting of stockholders to be held online on Tuesday,Wednesday, June 23, 202021, 2023, at 3:30 p.m., Eastern Daylight Time, and at any adjournment or postponement thereof. The annual meeting will be held entirely online this year at http://www.virtualshareholdermeeting.com/BPMC2020 due to the emerging public health impact of the COVID‑19 pandemic.BPMC2023. We encourage all stockholders to attend the annual meeting online. However, whether or not you plan to attend the annual meeting, online, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Additional details regarding attending the virtual annual meeting and voting at the meeting are provided below.below in section entitled "Frequently Asked Questions Regarding the Annual Meeting and Voting".
Unless otherwise stated, all references to “us,” “our,” “Blueprint,” “Blueprint Medicines,” “we,” the “Company”“company” and similar designations refer to Blueprint Medicines Corporation and its consolidated subsidiaries. References to our website are inactive textual references only, and the contents of our website are not incorporated by reference into this proxy statement.
This proxy statement summarizes information about the proposals to be considered at the meeting and other information you may find useful in determining how to vote. The proxy card is the means by which you actually authorize another person to vote your shares in accordance with your instructions. We are making this proxy statement, the related proxy card and our 20192022 annual report to stockholders available to stockholders for the first time on or about April 29, 2020.28, 2023.
A copy of our Annual Report on Form 10‑K10-K for the fiscal year ended December 31, 2019,2022, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Blueprint Medicines Corporation, 45 Sidney Street, Cambridge, Massachusetts 02139 or by calling 1‑800‑579‑1639,1-800-579-1639, by emailing sendmaterial@proxyvote.com or by submitting a request over the Internet at www.proxyvote.com. This proxy statement and our Annual Report on Form 10‑K10-K for the fiscal year ended December 31, 20192022 are also available on the SEC’s website at www.sec.gov and the “Investors & Media —SECMedia—SEC Filings” section of our website, which is located at http://ir.blueprintmedicines.com.
Blueprint Medicines Proxy Statement 2023|1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Q.Why did I receive these proxy materials?
A. We have made these materials available to you on the Internet in connection with the solicitation of proxies for use at our 2020 annual meeting of stockholders to be held online on Tuesday, June 23, 2020 at 3:30 p.m., Eastern Daylight Time, at http://www.virtualshareholdermeeting.com/BPMC2020. As a holder of common stock, you are invited to attend the annual meeting online and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.
Q. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
A. In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our annual report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
Q. What is the purpose of the annual meeting?
A. At the annual meeting, stockholders will consider and vote on the following matters:
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| | The election of three Class II directors nominated by our board of directors, each to serve for a three-year term expiring at the 2023 annual meeting of stockholders or until his or her successor has been duly elected and qualified (Proposal 1);
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| | A non-binding, advisory vote on the compensation paid to our named executive officers (Proposal 2);
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| | The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 3); and
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| | The transaction of any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
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Q.Who can vote at the annual meeting?
A. To be entitled to vote, you must have been a stockholder of record at the close of business on April 24, 2020, the record date for our annual meeting. As of the record date, there were 54,188,423 shares of our common stock outstanding and entitled to vote at the annual meeting.
Q.How many votes do I have?
A. Each share of our common stock that you own as of the record date will entitle you to one vote on each matter considered at the annual meeting.
Q.How do I vote?
A. If you are the “record holder” of your shares, meaning that your shares are registered in your name in the records of our transfer agent, Computershare Trust Company, N.A., and not in the name of a bank, brokerage firm or other nominee, you may vote your shares as follows:
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| | Over the Internet: To vote over the Internet, please go to the following website: www.proxyvote.com, and follow the instructions on that website for submitting your proxy electronically. If you vote over the Internet, you do not need to complete and mail your proxy card or vote your proxy by telephone. You must specify how you want your shares voted, or your Internet vote cannot be completed, and you will receive an error message. You must submit your Internet proxy before 11:59 p.m., Eastern Daylight Time, on June 22, 2020, the day before the annual meeting, for your proxy to be valid and your vote to count.
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| | By Telephone: To vote by telephone, please call 1‑800‑690‑6903, and follow the instructions provided on the proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the Internet. You must specify how you want your shares voted and confirm your vote at the end of the call, or your telephone vote cannot be completed. You must submit your telephonic proxy before 11:59 p.m., Eastern Daylight Time, on June 22, 2020, the day before the annual meeting, for your proxy to be valid and your vote to count.
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| | By Mail: To vote by mail, you must mark, sign and date the proxy card and then mail the proxy card in accordance with the instructions on the proxy card. If you vote by mail, you do not need to vote over the Internet or by telephone. Broadridge Financial Solutions, Inc. must receive the proxy card not later than June 22, 2020, the day before the annual
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meeting, for your proxy to be valid and your vote to count. If you return your proxy card but do not specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of our board of directors.
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| | During the Annual Meeting: You may vote during the annual meeting by going to http://www.virtualshareholdermeeting.com/BPMC2020 and following the instructions on that website for submitting your vote. You will need the 16‑digit control number included on your Notice. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the annual meeting.
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If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a bank, brokerage firm or other nominee, then you are deemed to be the beneficial owner of your shares, and the bank, brokerage firm or other nominee that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, brokerage firm or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, brokerage firm or other nominee provides you. Many banks, brokerage firms or other nominees solicit voting instructions over the Internet or by telephone.PROPOSAL 1
If you do not give instructions to your bank, brokerage firm or other nominee, they will still be able to vote your shares with respect to certain “discretionary” items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal 3) is considered a discretionary item. Accordingly, your bank, brokerage firm or other nominee may vote your shares in its discretion with respect to that matter even if you do not give voting instructions on Proposal 3.
However, under applicable stock exchange rules that regulate voting by registered banks, brokerage firms or other nominees, the election of our nominees to serve as Class II directors (Proposal 1) and a non-binding, advisory vote on the compensation paid to our named executive officers (Proposal 2) is not considered to be a discretionary item. Accordingly, if you do not give your bank, brokerage firm or other nominee voting instructions on Proposals 1 or 2 they may not vote your shares with respect to this matter and your shares will be counted as “broker non-votes” with respect to the proposal. A “broker non-vote” occurs when shares held by a bank, brokerage firm or other nominee are not voted with respect to a particular proposal because the bank, brokerage firm or other nominee does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its clients.
Regardless of whether your shares are held in street name, you are welcome to attend the annual meeting online. You may not vote shares held in street name at the annual meeting, however, unless you obtain a legal proxy, executed in your favor, from the holder of record (i.e., your bank, brokerage firm or other nominee). A legal proxy is not the form of proxy included with this proxy statement. You will not be able to vote shares you hold in street name at the annual meeting unless you have a legal proxy from your bank, brokerage firm or other nominee issued in your name giving you the right to vote your shares.
Q.How do I attend the annual meeting online?
A. Our 2020 annual meeting will be held entirely online due to the emerging public health impact of the COVID‑19 pandemic and to support the health and well-being of our partners, employees, and stockholders. Stockholders of record as of April 24, 2020 will be able to attend and participate in the annual meeting by accessing http://www.virtualshareholdermeeting.com/BPMC2020. To join the annual meeting, you will need to have your 16‑digit control number, which is included on your Notice and your proxy card. Stockholders will also have the opportunity to submit questions during the annual meeting through http://www.virtualshareholdermeeting.com/BPMC2020. A technical support telephone number will be posted on the log-in page of http://www.virtualshareholdermeeting.com/BPMC2020 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.
Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.
Log in Instructions. To attend the online annual Meeting, log in at http://www.virtualshareholdermeeting.com/BPMC2020. Stockholders will need their unique 16‑digit control number, which appears on the Notice and the instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than June 22, 2020, so that you can be provided with a control number and gain access to the meeting.
Q.Can I change my vote?
A. If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the vote is taken at the annual meeting. To do so, you must do one of the following:
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| | Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted.
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| | Sign and return a new proxy card. Only your latest dated and timely received proxy card will be counted.
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| | Attend the annual meeting online and vote as instructed above. Attending the annual meeting will not alone revoke your Internet vote, telephone vote or proxy card submitted by mail, as the case may be.
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| | Give our corporate secretary written notice before or at the meeting that you want to revoke your proxy.
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If your shares are held in street name, you may submit new voting instructions by contacting your bank, brokerage firm or other nominee. You may also vote at the annual meeting online if you obtain a legal proxy as described in the answer above.
Q.How many shares must be represented to have a quorum and hold the annual meeting?
A. A majority of our shares of common stock outstanding at the record date must be present or represented by proxy to hold the annual meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy by mail or that are represented at the meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares held in street name by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote those shares. If a quorum is not present, we expect to adjourn the annual meeting until we obtain a quorum.
The presence at the annual meeting, online or by proxy, of holders representing a majority of our outstanding common stock as of the record date, April 24, 2020, or approximately 27,094,212 shares, constitutes a quorum at the meeting and permits us to conduct the business of the meeting.
Q. What vote is required to approve each matter and how are votes counted?
A. Proposal 1—Election of Class II Directors
The three nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is a non-discretionary matter. Therefore, if your shares are held by your brokerage firm in street name and you do not timely provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 1. Shares held in street name by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may:
☐ vote FOR all nominees;
☐ vote FOR one or more nominees and WITHHOLD your vote from the other nominees; or
☐ WITHHOLD your vote from all nominees.
Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.
Proposal 2— Non-Binding Advisory Vote on the Compensation Paid to Named Executive Officers
To approve Proposal 2, holders of a majority of the votes cast on the matter must vote FOR the proposal. Proposal 2 is a non-discretionary matter. Therefore, if your shares are held by your brokerage firm in street name and you do not timely provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 2. If you ABSTAIN from voting on Proposal 2, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. As a result, such “broker non-votes” and abstentions will have no effect on the voting on Proposal 2. Proposal 2 is non-binding. Because this vote is advisory and not binding on us or our board in any way, our board may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from that which is approved by our stockholders.
Proposal 3—Ratification of the Appointment of Independent Registered Public Accounting Firm
To approve Proposal 3, holders of a majority of the votes cast on the matter must vote FOR the proposal. Proposal 3 is considered a routine matter. If your shares are held by your brokerage firm in street name and you do not provide voting instructions with respect to your shares, your brokerage firm may vote your unvoted shares on Proposal 3. If you ABSTAIN from voting on Proposal 3, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. As a result, voting to ABSTAIN will have no effect on the outcome of Proposal 3.
Although stockholder approval of our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.
Q. Who will count the vote?
A. The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.
Q. How does the board of directors recommend that I vote on the proposals?
A. Our board of directors recommends that you vote:
FOR the election of the three nominees to serve as Class II directors, each for a three-year term; and
FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
Q. Are there other matters to be voted on at the annual meeting?
A. We do not know of any matters that may come before the annual meeting other than the election of our Class II directors, the approval of the compensation of our named executive officers and the ratification of the appointment of our independent registered public accounting firm. If any other matters are properly presented at the annual meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.
Q. Where can I find the voting results?
A. We plan to announce preliminary voting results at the annual meeting and will report final voting results in a Current Report on Form 8‑K filed with the SEC within four business days following the end of our annual meeting.
Q. What are the costs of soliciting these proxies?
A. We will bear the cost of soliciting proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person without additional compensation. We may reimburse banks or brokerage firms or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.
Q. Whom should I contact if I have any additional questions?
A. If you hold your shares directly or have additional questions about the annual meeting, please contact us at Blueprint Medicines Corporation, 45 Sidney Street, Cambridge, Massachusetts 02139, Attn: Investor Relations, telephone: (617) 714‑6674, e-mail: ir@blueprintmedicines.com.
If your shares are held in street name, please call the telephone number provided on your voting instruction form or contact your bank, brokerage firm or other nominee directly.
PROPOSAL 1 — ELECTION OF DIRECTORS
Our board of directors is divided into three classes, with one class of our directors standing for election each year. Directors in each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office for a three-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the board of directors.
The term of office of our Class II directors, Alexis Borisy, Charles A. Rowland, Jr.Lonnel Coats and Lonnel Coats,Kathryn Haviland, will expire at the 20202023 annual meeting of stockholders. The nominees for Class II directors for election at the 20202023 annual meeting of stockholders are Messrs. Borisy Rowland and Coats.Coats and Ms. Haviland. If any of Messrs. Borisy Rowland and Coats and Ms. Haviland are elected at the 20202023 annual meeting of stockholders, such individual will be elected to serve for a three-year term that will expire at our 20232026 annual meeting of stockholders and until such individual’s successor is elected and qualified.
If no contrary indication is made, proxies in the accompanying form will be voted for Messrs. Borisy Rowland and Coats and Ms. Haviland or, in the event that any of Messrs. Borisy Rowland and Coats and Ms. Haviland is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy.
Recommendation of the Board of Directors
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| OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF ALEXIS BORISY, LONNEL COATS, AND KATHRYN HAVILAND, TO SERVE AS CLASS II DIRECTORS. |
Information Regarding Directors
Set forth below are the names and certain information for each member of our board of directors, including the nominees for election as Class II directors, as of March 31, 2020.2023. The information presented includes each director’s and nominee’s principal occupation and business experience for the past five years, and the names of other public companies of which he or shethe individual has served as a director during the past five years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our board of directors to conclude that he or shethe individual should serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in “—Director Nomination Process”that the nominating and corporate governance committee expects of each director.director, which are described in “—Director Nomination Process.”
There are no family relationships among any of our directors or executive officers.
Other than Mr. Coats and Drs. Goldberg and Seely, each of our directors was initially elected pursuant to a stockholders agreement that we entered into with the holders of our preferred stock, which terminated upon the closing of our initial public offering.
| | | | |
Name |
| Age |
| Position(s) |
Name
| | Age
| | Position(s)
|
| | | | |
Class I Directors | | | | |
Jeffrey W. Albers | | 4851
| | Chairperson of the Board |
Mark Goldberg, M.D. (1)(2) | | 68 | | Director |
Nicholas Lydon, Ph.D. | | 66 | | Director |
John Tsai, M.D. | | 55 | | Director |
Class II Director Nominees | | | | |
Alexis Borisy | | 51 | | Director |
Lonnel Coats (1)(3) | | 58 | | Director |
Kathryn Haviland | | 47 | | President and Chief Executive Officer, Director |
Mark Goldberg, M.D. (1)(4)Class III Directors
| | 65
| | Director
|
Nicholas Lydon, Ph.D. (3)(4)Daniella Beckman (1)
| | 6344
| | Director
|
| | | | |
Class II Directors
| | | | |
Alexis Borisy (4)
| | 48
| | Director
|
Charles A. Rowland, Jr. (1)(2)
| | 61
| | Director
|
Lonnel Coats (1)(3)
| | 55
| | Director
|
| | | | |
Class III Director Nominees
| | | | |
Daniel S. Lynch (2)
| | 61
| | Chairman of the Board, Director
|
George D. Demetri, M.D. (3)(4)
| | 63
| | Director |
Lynn Seely, M.D. (2)(4)(3) | | 6164
| | Lead Independent Director |
Habib Dable (2)(3) | | 53 | | Director |
| (1) | (1)
| | Member of the audit committee. |
| (2) | | Member of the compensation committee. |
| (3) | | Member of the nominating and corporate governance committee. |
Blueprint Medicines Proxy Statement 2023|2
CLASS II DIRECTOR NOMINEES
TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS
Alexis
Borisy Co-Founder and Operating Chairman, Curie.Bio Age: 51 Director since: 2011 Committees: None | Experience ● Co-Founder, Operating Chairman (2022 – present), Curie.Bio, Inc., a venture capital firm focused on helping entrepreneurial founders launch therapeutics companies ● Co-Founder (formed in 2021), IDRx, Inc., a biopharmaceutical company focused on precision combination oncology therapies ● Co-Founder, Executive Chairman (2021 – present), Chairman and Chief Executive Officer (2020 – 2021), EQRx Inc., a pharmaceutical company focused on developing and expanding access to innovative medicines in prevalent disease areas ● Co-Founder, Interim Chief Executive Officer (2013 – 2014), Blueprint Medicines ● Partner (2010 – 2019), Third Rock Ventures, a life sciences venture capital firm focused on the formation, development, and strategy of new companies ● Co-Founder, Chairman (2011 – 2017 when acquired by Roche), Interim Chief Executive Officer (2009 – 2011), Foundation Medicine, Inc., a molecular insights company focused on genomic profiling ● Founder, Chief Executive Officer (2000 – 2009), CombinatoRx, Inc., a biopharmaceutical company focused on synergistic combination pharmaceuticals Qualifications Mr. Borisy brings strong business judgement and industry knowledge acquired over the past 25 years through his time spent building, operating and investing in breakthrough life sciences-based companies. Mr. Borisy has extensive corporate leadership experience, which he gained as a co-founder, chief executive officer, chairman or founding investor of more than 15 life sciences companies, 10 of which were listed on the Nasdaq, as well as M&A expertise acquired while in such leadership positions. Education ● B.S., Chemistry, University of Chicago ● M.S., Chemistry and Chemical Biology, Harvard University Other Current Public Boards* ● Revolution Medicines, Inc., member of the Compensation and Nominating and Corporate Governance committees (2014 – present) ● Relay Therapeutics, Inc., Chairman and member of the Audit, Compensation, and Research and Development committees (2016 – present) ● Tango Therapeutics, Inc., Chairman and member of the Audit and Compensation committees (2017 – present) ● EQRx Inc., Executive Chairman (2020 – present) ● OPKO Health, Inc. (2022 – present) Former Public Boards ● Magenta Therapeutics, Inc. (2015 – 2022) ● CombinatoRx, Inc. (2000 – 2019) ● Editas Medicine, Inc. (2013 – 2018) ● Foundation Medicine (2009 – 2018) ● FORMA Therapeutics, Inc. (2007 – 2012) |
Blueprint Medicines Proxy Statement 2023|3
Lonnel
Coats Chief Executive Officer,
Lexicon Pharmaceuticals Age: 58 Independent Director since: 2016 Designated Audit Committee Financial Expert Committees: Audit Nominating & Corporate Governance, Chair | Experience ● Chief Executive Officer (2014 – present), Lexicon Pharmaceuticals, Inc., a biopharmaceutical company pioneering medicines for a range of diseases including neuropathic pain, heart failure, diabetes, and metabolism ● Served in a series of leadership positions at Eisai Inc. and Eisai Corporation of North America, both of which are U.S. subsidiaries of Tokyo-based pharmaceutical company Eisai Co., Ltd. (1996 – 2014), including Chief Executive Officer, Eisai Inc. (2010 – 2014), and President and Chief Operating Officer, Eisai Inc. (2004 – 2010) ● Held a variety of sales and management positions at Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson (1988 – 1996) Qualifications Mr. Coats’ industry knowledge, pipeline development and commercial experience, as well as his financial and leadership expertise make him a valuable contributor to our board of directors. He brings a practical perspective and provides in-depth industry knowledge on managing operations of a global life sciences company, including commercial and financial management strategies. Mr. Coats is a designated audit committee financial expert with experience in matters faced by the audit committee of a company with life sciences product revenues and related expenses. Education ● B.S., Public Administration, Oakland University Other Current Public Boards ● Lexicon Pharmaceuticals, Inc. (2014 – present) ● Verve Therapeutics, Inc., member of the Audit Committee (2022 – present) |
Blueprint Medicines Proxy Statement 2023|4
Kathryn Haviland President and Chief Executive Officer,
Blueprint Medicines Age: 47 Director since: 2022 Committees: None | Experience ● President and Chief Executive Officer (2022 – present), Chief Operating Officer (2019 – 2022), Chief Business Officer (2016 – 2019), Blueprint Medicines ● Vice President, Rare Diseases and Oncology Program Leadership (2014 – 2015), Idera Pharmaceuticals, Inc., a biopharmaceutical company focused on oncology and inflammation (now Aceragen, Inc.) ● Head of Commercial Development (2012 – 2014), Sarepta Therapeutics, Inc., a biopharmaceutical company focused on rare diseases ● Executive Director of Commercial Development (2007 – 2012), PTC Therapeutics, Inc., a pharmaceutical company focused on small molecule drugs and gene therapy ● Held various corporate development and project management roles (2005 – 2007) at Genzyme Corporation, a biotechnology company that is now a wholly-owned subsidiary of Sanofi Qualifications Ms. Haviland brings strong business judgment to our company, honed through her extensive career with over 15 years’ experience in senior executive positions at biopharmaceutical companies. Ms. Haviland has a deep understanding of our business, as well as the life sciences and biopharmaceutical industries, that informs and supports our vision, infrastructure and operations. In addition, Ms. Haviland has extensive expertise with financial management, corporate strategy, pipeline development, commercialization, business development and investor relations, which make her a valuable contributor to our board of directors and executive team. Education ● B.A., Biochemistry/Molecular Biology and Economics, Wesleyan University ● M.B.A., Harvard Business School Other Current Public Boards ● Fulcrum Therapeutics, Inc., Chairperson and member of the Audit and Nominating and Corporate Governance committees (2018 – present) |
Blueprint Medicines Proxy Statement 2023|5
CLASS III DIRECTORS
TERM EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS
Daniella Beckman Chief Financial Officer,
Tango Therapeutics Age: 44 Independent Director since: 2021 Designated Audit Committee Financial Expert Committees: Audit, Chair | Experience ● Chief Financial Officer (2019 – present), Tango Therapeutics, Inc., a biotechnology company focused on precision medicine in oncology ● Provided consulting services and served as the interim Chief Financial Officer for biotechnology companies (2015 – 2019) ● Chief Financial Officer (2011 – 2014 when acquired by Merck), Corporate Controller (2008 – 2011), Idenix Pharmaceuticals, Inc., a biopharmaceutical company focused on viral diseases ● Held various finance positions at Coley Pharmaceutical Group, Inc. (2006 – 2008), Biogen Inc. (2004 – 2006), and PricewaterhouseCoopers (2000 – 2004) Qualifications Ms. Beckman’s expertise with investor relations and cybersecurity oversight, along with her business and financial experience, make her a strong contributor to our board of directors. Ms. Beckman has worked in both private and publicly traded companies in the biotechnology industry and has honed her leadership experience while serving as the Chief Financial Officer of Tango Therapeutics. Ms. Beckman’s experiences provide a valuable perspective on the current issues facing the company. Education ● B.A., Business Administration and Accounting, Boston University Other Current Public Boards ● Vor Biopharma Inc., Chair of the Audit committee and member of the Compensation Committee (2020 – present) Former Public Boards ● Translate Bio, Inc., Chair of both the Audit and Nomination and Corporate Governance committees (2017 – 2021) ● 5:01 Acquisition Corp., Chair of the Audit committee and member of the Nomination and Corporate Governance committee (2020 – 2022) |
Blueprint Medicines Proxy Statement 2023|6
Lynn Seely, M.D. President and Chief Executive Officer, Lyell Immunopharma Age: 64 Independent Director since: 2016 Lead Independent Director since: 2021 Committees: Compensation, Chair Nominating and Corporate Governance | Experience ● President and Chief Executive Officer (2022 – present), Lyell Immunopharma, Inc., a clinical-stage T-cell reprogramming company advancing a diverse pipeline of cell therapies for patients with solid tumors ● President andChief Executive Officer (2016 – 2021), Myovant Sciences, Inc., a biopharmaceutical company focused on developing and commercializing innovative therapies for women’s and men’s health ● Chief Medical Officer (2005 – 2015), Medivation, Inc., prior to its acquisition by Pfizer ● Held various finance positions at Anevisa, Inc. (formerly Corgentech Inc.) (2002 – 2005), Cytyc Health Corporation (2001 – 2002), and ProDuct Health, Inc. (2000 – 2001) ● Began her career in the industry as an Associate Director of Clinical Development (1996 – 2000), Chiron Corporation Qualifications Dr. Seely’s leadership experience and industry knowledge, developed during her extensive career in the healthcare and life sciences sector, make her a valuable contributor as our lead independent director. Her service as Chief Executive Officer of Myovant Sciences and Chief Medical Officer of Medivation give her a unique understanding of the operations of a company at our stage of growth. Her experiences with pipeline development and commercialization provide her with a valuable understanding of the scientific and regulatory landscape and potential issues we may face throughout the commercialization process. Education ● B.A., Journalism, University of Oklahoma ● M.D., University of Oklahoma College of Medicine ● Completed residency and served as chief resident in internal medicine, Yale-New Haven Hospital ● Completed fellowship in endocrinology and metabolism, University of California, San Diego Other Current Public Boards ● Lyell Immunopharma, Inc. (2021 – present) Former Public Boards ● Myovant Sciences, Inc. (2016 – 2021) |
Blueprint Medicines Proxy Statement 2023|7
Habib Dable Part-time Venture Partner, RA Capital Management, L.P. Age: 53 Independent Director since: 2022 Committees: Compensation Nominating and Corporate Governance | (4)Experience
● Part-time Venture Partner (2022 – present), RA Capital Management, L.P., a multi-stage investment management firm that invests in public and private healthcare and life science companies ● Advisor (2022 – present), GLG Institute, a firm providing leadership and operational guidance to healthcare and life sciences companies ● President and Chief Executive Officer (2016 – 2021 when acquired by Merck), Acceleron Pharma Inc., a biopharmaceutical company targeting leading-edge therapies for patients with serious and rare diseases ● Held positions of increasing responsibility at Bayer (1994 – 2016), including President of U.S. Pharmaceuticals; Executive Vice President, Global Head Specialty Medicine; Vice President, Ophthalmology; Global Launch Team Head, EYLEA®; Global Head, Neurology and Ophthalmology; and Vice President, Regional Head, Hematology and Cardiology Qualifications Mr. Dable brings deep commercial expertise across multiple therapeutic categories from a successful 20-year career at Bayer, along with operational, investor relations and M&A experience as Chief Executive Officer of Acceleron Pharma and a board member for multiple public companies. With a diverse set of perspectives on our industry, he provides valuable guidance and support to our executive team and board of directors. Education ● B.B.A., Marketing and Finance, University of New Brunswick ● M.B.A., University of New Brunswick Other Current Public Boards ● PepGen Inc. (2022 – present) Former Public Boards ● Acceleron Pharma Inc. (2016 – 2021) ● Millendo Therapeutics (2018 – 2021) ● Albireo Pharma (2022 – 2023) |
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Blueprint Medicines Proxy Statement 2023|8
CLASS I DIRECTORS
TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS
Jeffrey W. Albers Venture Partner,
Atlas Venture Age: 51 Director since: 2014 Chairperson of the Board since: 2021 Committees: None | Experience | Member
● Chairperson of the Board (2021 – present), Executive Chairman (2022 – 2023), President and Chief Executive Officer (2014 – 2022), Blueprint Medicines ● Venture Partner (2023 – present), Atlas Venture, an early-stage venture capital firm that invests in life sciences startup companies in the U.S. ● President (2012 – 2014), Algeta ASA, a Norwegian biopharmaceutical company focused on novel targeted oncology therapies ● Held positions, most recently Vice President of the U.S. Hematology and Oncology business unit, at Genzyme Corporation, a biotechnology company that is now a wholly-owned subsidiary of Sanofi (2005 – 2011) Qualifications Mr. Albers has demonstrated strong leadership qualities throughout his service as a senior executive in the biopharmaceutical industry, as well as a venture capitalist and attorney. He has extensive experience in commercialization, research and development, committee.business development and investor relations. As our former chief executive officer and executive chairman, he brings an innovative global perspective to our business and the issues facing our company. He also provides strong guidance to our board of directors and executive team with respect to our corporate strategy and future growth. Education ● B.S., Indiana University ● M.B.A., Georgetown University ● J.D., Georgetown University Other Current Public Boards ● Magenta Therapeutics, Inc., member of the Audit and Compensation committees (2017 – present) ● Kymera Therapeutics, Inc. (2020 – present), Chair of the Compensation committee (2022 – present) |
Class II Director Nominees—For a Three-Year Term Expiring at the 2023 Annual Meeting of Stockholders
Alexis Borisy has served as a member of our board of directors since April 2011. Mr. Borisy co-founded
Blueprint Medicines and served as our interim chief executive officer from May 2013 through July 2014. Mr. Borisy has served as the chairman and chief executive officer of EQRx, Inc. since January 2020. From 2010 until 2019, Mr. Borisy was a partner at Third Rock Ventures, or Third Rock, a life sciences venture capital firm focused on the formation, development and strategy of new companies. Since June 2015, Mr. Borisy has served as a member of the board of directors for Magenta Therapeutics, Inc. Since November 2014, Mr. Borisy has served as a member of the board of directors of Revolution Medicines, Inc. He also serves as a chairman on the board of directors of the following privately held biopharmaceutical companies: Celsius Therapeutics, Inc. and Relay and Tango Therapeutics, Inc. From November 2013 to March 2018, Mr. Borisy served as a member of the board of directors of Editas
Medicine, Inc. From 2007 to 2012, Mr. Borisy served as chairman of FORMA Therapeutics, Inc., a biopharmaceutical company focused on discovering and developing medicines in cancer and other genetically-driven diseases. Mr. Borisy co-founded Foundation Medicine, Inc., or Foundation Medicine, where he served as its interim chief executive officer from 2009 to 2011 and has served as a member of its board of directors between 2009 and 2018, including as chairman of Foundation Medicine’s board of directors from 2011 to February 2017. In 2000, Mr. Borisy founded CombinatoRx, Inc. and served as its chief executive officer and on its board of directors from 2000 to 2009. Mr. Borisy received an A.B. in chemistry from the University of Chicago and an A.M. from Harvard University. We believe Mr. Borisy’s detailed knowledge of our company and long tenure with us, having served as one of our founders, along with his experience working with and serving on the boards of directors of life sciences companies and his experience working in the venture capital industry qualifies him to serve on our board of directors.
Charles A. Rowland, Jr., MBA has served as a member of our board of directors since March 2015. From April 2016 to February 2017, Mr. Rowland served as president and chief executive officer of Aurinia Pharmaceuticals Inc., or Aurinia, and as a member of the board of directors of Aurinia from July 2014 to February 2017. Mr. Rowland previously served as vice president and chief financial officer of ViroPharma Incorporated, or ViroPharma, an international biopharmaceutical company, from October 2008 until it was acquired by Shire plc in January 2014. Prior to joining ViroPharma, from 2006 to 2008, Mr. Rowland served as executive vice president and chief financial officer, as well as the interim co-chief executive officer, for Endo Pharmaceuticals Inc., a specialty pharmaceutical company with a primary focus in pain management. Mr. Rowland previously held positions of increasing responsibility at the following biopharmaceutical companies: Biovail Pharmaceuticals, Inc., Breakaway Technologies, Inc., Pharmacia Corporation, Novartis AG and Bristol-Myers Squibb Co. Mr. Rowland has served as a member of the board of directors and chairman of the audit committee and compensation committee of Orchard Therapeutics plc since June 2018, as a member of the board of directors, chairman of the compensation committee and member of the audit committee of Viking Therapeutics, Inc. since July 2017 and as a member of the board of directors and chairman of the audit committee and compensation committee of Nabriva Therapeutics, AG, a biotechnology company based in Dublin, Ireland, since January 2015. In addition, Mr. Rowland currently serves on the board of directors and as chairman of the audit committee of Generation Bio, a privately held biopharmaceutical company. Mr. Rowland served as a member of the board of directors and audit committee of Idenix Pharmaceuticals, Inc., a biopharmaceutical company, from June 2013 it was acquired by Merck & Co., Inc. in August 2014. Mr. Rowland served as a member of the board of directors and chairman of the audit committee of Vitae Pharmaceuticals, Inc. from September 2014 until it was acquired by Allergan in September 2016. Mr. Rowland served as a member of the board of directors and chairman of the audit committee of BIND Therapeutics, Inc., or BIND, from May 2014 to July 2016. Mr. Rowland received a B.S. in Accounting from Saint Joseph’s University and an M.B.A. with a finance concentration from Rutgers University. We believe that Mr. Rowland’s extensive professional experience as a chief financial executive in the biotechnology and pharmaceutical industries and his experience serving as a director of various publicly traded biotechnology companies qualifies him to serve as a member of our board of directors.
Lonnel Coats has served as a member of our board of directors since February 2016. Since July 2014, Mr. Coats has served as president and chief executive officer and a member of the board of directors of Lexicon Pharmaceuticals, Inc., or Lexicon, a biopharmaceutical company focused on the development of breakthrough therapies for the treatment of type 1 and type 2 diabetes and carcinoid syndrome. Prior to joining Lexicon, from 1996 through June 2014, Mr. Coats served in a series of leadership positions at Eisai Inc. and Eisai Corporation of North America, U.S. subsidiaries of Tokyo-based Eisai Co., Ltd., including as chief executive officer of Eisai Inc. from 2010 to June 2014 and as president and chief operating officer of Eisai Inc. from 2004 to 2010. Mr. Coats also previously held a variety of sales and management positions at Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, from 1988 to 1996. Mr. Coats received a B.S. from Oakland University. We believe that Mr. Coats’ extensive professional experience in the biotechnology industry, including developing and commercializing pharmaceutical products and managing pharmaceutical marketing and sales efforts, qualifies him to serve as a member of our board of directors.
Class III Directors — Term Expiring at the 2021 Annual Meeting of Stockholders
Daniel S. Lynch has served as chairman of our board of directors since September 2012. Mr. Lynch served as a venture partner at Third Rock from May 2013 to December 2016 and served as an entrepreneur-in-residence at Third Rock from May 2011 to May 2013 and interim chief executive officer of Surface Oncology, Inc., or Surface Oncology, from September 2017 to January 2018. Mr. Lynch has served as chairman of the board of directors and chairman of the compensation committee of Surface Oncology since December 2016, chairman of the board of directors of Sesen Bio (formerly Eleven Biotherapeutics, Inc.) since December 2013, a member of the board of directors of Translate Bio, Inc., or Translate Bio, since June 2012 (including as chairman of the board of directors since March 2015) and as chairman of the board of directors of bluebird bio, Inc. since May 2011. In addition, Mr. Lynch has served as the chairman of the board of directors of SpringWorks Therapeutics, LLC since August 2019, as the executive chairman from August 2017 to August 2019, and as the interim chief executive officer between February 2018 and July 2018. Mr. Lynch served as a member of the board of directors of BIND from October 2012 to July 2016. From April 2001 to November 2005, Mr. Lynch served as the chief financial officer and then the chief executive officer of ImClone Systems Inc. Mr. Lynch received a B.A. in mathematics from Wesleyan University and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. We believe that Mr. Lynch’s experience as a senior executive and service on the boards of directors of other life sciences companies qualifies him to serve as a member of our board of directors.
George D. Demetri, M.D., FASCO has served as a member of our board of directors since December 2014. Since 1989, Dr. Demetri has served on the faculty of the Dana-Farber Cancer Institute, or DFCI, and Harvard Medical School, where he is a
Mark Goldberg,
M.D. Lecturer in Medicine, Medicine at Harvard Medical School, and Faculty Member, Hematology Division, Brigham and Women’s Hospital Age: 68 Independent Director since: 2015 Committees: Audit Compensation | Experience ● Board certified hematologist/oncologist (retired) ● Lecturer in Medicine, Harvard Medical School (2021 – present) ● Faculty Member, Hematology Division, Brigham and Women’s Hospital (1987 – present) ● Associate Professor in Medicine, Harvard Medical School (1996 – 2021) ● Staff Physician, Dana-Farber Cancer Institute (1996 – 2018) ● Advisor (2018 – present), Acting Chief Medical Officer (2015 – 2018), CANbridge Life Sciences Ltd., a biopharmaceutical company focused on rare diseases and rare oncology ● Member (2019 – present), National Board of Directors of American Cancer Society (ACS); Chair (2017 – 2020) and member (2017 - present) ACSEastern New England Area Board; Member (2010 – 2017), ACSNew England Division Board ● Served as an advisor and previously held various executive positions of increasing responsibility (2011-2015 when acquired by Alexion), including as Executive Vice President, Medical and Regulatory Strategy, at Synageva BioPharma Corp., a biopharmaceutical company focused on rare diseases ● Served in various management capacities of increasing responsibility (1996 – 2011), including as Senior Vice President, Clinical Development and Global Therapeutic Head, Oncology, Genetic Health, and Chairman of the Early Product Development Board, at Genzyme Corporation, a biotechnology company that is now a wholly-owned subsidiary of Sanofi Qualifications Dr. Goldberg has extensive industry knowledge and healthcare experience acquired through his career as a physician and scientist, as well as senior leadership roles held through all stages of early product development in oncology and rare diseases. His scientific and medical expertise provide our board of directors and executive team with invaluable perspective on the issues facing our company as we continue to advance a broad pipeline of innovative therapies. Education ● A.B., Biochemical Sciences, Harvard College ● M.D., Harvard Medical School Other Current Public Boards ● ImmunoGen, Inc., member of the Compensation and Governance and Nominating committees (2011 – present) ● GlycoMimetics, Inc., Chair of the Nominating and Corporate Governance and member of the Compensation committee (2014 – present) ● Avacta Group plc (2021 – present) Former Public Boards ● Idera Pharmaceuticals, Inc. (2014 – 2022) ● Audentes Therapeutics, Inc. (2017 – 2020 when acquired by Astellas Pharma Inc.) ● aTyr Pharma, Inc. (2015 – 2017) |
Blueprint Medicines Proxy Statement 2023|10
Professor of Medicine and serves as a co-director of the Ludwig Center at Harvard. At DFCI, Dr. Demetri is the senior vice president for Experimental Therapeutics, as well as an associate director for clinical sciences at the NCI-designated Dana-Farber/Harvard Comprehensive Cancer Center Consortium. Dr. Demetri’s research and clinical interests have centered on mechanism-based drug development for solid tumors, with an emphasis on molecularly-defined subsets of sarcomas such as gastrointestinal stromal tumors. Dr. Demetri has contributed to the development of several new drugs for sarcomas and other malignancies, including imatinib, sunitinib, dasatinib, trabectedin, everolimus, pazopanib and regorafenib. He was also a member of the scientific advisory board for Plexxikon Inc. and helped to develop the mutant BRAF inhibitor, vemurafenib. In addition, Dr. Demetri has served as a member of the board of directors of Translate Bio since July 2019. Dr. Demetri also previously served as a member of the board of directors and organization and compensation committee of Merrimack Pharmaceuticals, Inc. between December 2017 and October 2019. Dr. Demetri serves as chair of the Science Policy and Government Affairs Committee for the American Association for Cancer Research as well as several other scientific and editorial advisory boards. Dr. Demetri received an A.B. in biochemistry from Harvard College and an M.D. from Stanford University School of Medicine. We believe that Dr. Demetri’s more than 25 years of experience as an oncologist and his significant leadership experience on various national and international scientific and company advisory boards qualifies him to serve as a member of our board of directors.
Lynn Seely, M.D. has served as a member of our board of directors since April 2016. Since December 2019, Dr. Seely has served as the chief executive officer of Myovant Sciences, Inc., or Myovant, a biopharmaceutical company focused on developing and commercializing innovative therapies for women’s health diseases and other endocrine-related disorders. Between June 2016 and December 2019, Dr. Seely served as the president and chief executive officer and a member of the board of directors of Myovant. Prior to joining Myovant, Dr. Seely served as the chief medical officer of Medivation, Inc., or Medivation, from March 2005 until her retirement in October 2015, including as senior vice president and chief medical officer from January 2009 to October 2015. In this role, Dr. Seely led the development of XTANDI (enzalutamide) from the first-in-human clinical trial through global approvals, and actively participated in multiple drug development collaborations, including collaborations with Pfizer Inc. and Astellas Pharma US, Inc. for Phase 3 drug candidates, as well as the acquisition of talazoparib from BioMarin Pharmaceutical Inc. Prior to joining Medivation, from September 2002 to March 2005, Dr. Seely served as vice president of clinical development at Anesiva, Inc., formerly Corgentech Inc., where she participated in a collaboration with Bristol-Myers Squibb for a Phase 3 drug candidate. Dr. Seely previously served as vice president of clinical development for Cytyc Health Corporation, a subsidiary of Cytyc Corporation, from 2001 to 2002, and from 2000 to 2001, Dr. Seely served as vice president of clinical development at ProDuct Health, Inc., a privately held medical device company prior to its acquisition by Cytyc Corporation. Dr. Seely began her career as an associate director of clinical development at Chiron Corporation. Dr. Seely received a B.A. in journalism from the University of Oklahoma and an M.D. from the University of Oklahoma College of Medicine. She completed her residency and served as chief resident in internal medicine at Yale-New Haven Hospital, and she completed her fellowship in endocrinology and metabolism at the University of California, San Diego. We believe Dr. Seely is qualified to serve on our board of directors due to her extensive healthcare and life sciences experience.
Class I Directors — Term Expiring at the 2022 Annual Meeting of Stockholders
Jeffrey W. Albers has served as our president and chief executive officer and a member of our board of directors since July 2014. In addition, Mr. Albers has served on the board of directors since July 2017 and is currently serving on the compensation committee of Magenta Therapeutics, Inc. Mr. Albers also currently serves on the board of directors of the New England Division of the American Cancer Society. Mr. Albers has over fifteen years of experience in leadership roles in the biopharmaceutical industry. Prior to joining us, from January 2012 to April 2014, he was president of Algeta ASA, or Algeta, a Norwegian biopharmaceutical company, where he was a member of the management team and oversaw the U.S. commercial and business functions. Prior to Algeta, from July 2005 to November 2011, Mr. Albers was at Genzyme Corporation, or Genzyme, a biotechnology company that is now a wholly-owned subsidiary of Sanofi S.A., most recently as vice president of the U.S. hematology and oncology business unit. Mr. Albers received a B.S. from Indiana University and an M.B.A. and a J.D. from Georgetown University. We believe that Mr. Albers’ leadership in the life sciences industry qualifies him to serve on our board of directors.
Mark Goldberg, M.D. has served as a member of our board of directors since June 2015. Dr. Goldberg has served as a member of the board of directors of ImmunoGen, Inc. since November 2011, including currently serving as a member of its compensation committee and its governance and nomination committee, a member of the board of directors, governance and nomination committee and compensation committee of GlycoMimetics, Inc. since July 2014, a member of the board of directors and audit committee and scientific committee of Idera Pharmaceuticals, Inc. since March 2014, a member of the board of directors and compensation committee of Audentes Therapeutics, Inc. since December 2017, and from April 2015 until December 2017 was a member of the board of directors of aTyr Pharma, Inc. Dr. Goldberg served as a member of the board of directors of Synageva Biopharma Corp., or Synageva, from October 2008 until November 2011, when he stepped down to become a member of the executive management team at Synageva. Dr. Goldberg served as a member of the executive management team at Synageva until late 2014, rising to executive vice president, medical and regulatory strategy. In late 2014, Dr. Goldberg stepped down from the executive management team at Synageva and continued to be employed part-time, contributing to medical and regulatory strategy until leaving Synageva in June 2015 upon its acquisition by Alexion Pharmaceuticals, Inc. Prior to joining Synageva, Dr. Goldberg served in various management capacities of increasing responsibility at Genzyme from November 1996 to July 2011, including most recently as senior vice president, clinical development and global therapeutic head, oncology, genetic health, and as chairman of Genzyme’s early
Board committees composed of all independent directors, including chairs | Periodically conduct board and committee self-evaluations | Commitment to ensuring the board represents diversity of tenure, gender, race/ethnicity, and experience | Stock ownership guidelines for directors and executives |
Designated lead independent director | Annual advisory approval of executive compensation | Adoption of director over-boarding policy | No margin accounts, pledging or hedging of company shares |
* This figure is based on the Nasdaq Listing Rules for director independence.
CORPORATE GOVERNANCE MATERIALS
Complete copies of our corporate governance guidelines, committee charters and code of conduct are available on the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com. Alternatively, you can request a copy of any of these documents by contacting us at Blueprint Medicines Corporation, 45 Sidney Street, Cambridge, Massachusetts 02139, Attn: Investor Relations, telephone: (617) 714‑6674,714-6674, e-mail: ir@blueprintmedicines.com.
CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES
Code of Business Conduct and Ethics and Corporate Governance Guidelines
Our board of directors has adopted a written code of business conduct and ethics, as amended,which we updated in 2022, that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, orand persons performing similar functions. A copy of theour code of business conduct and ethics is available on the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com. We intend to disclose on our website any amendments to, or waivers from, theour code of business conduct and ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8‑K.8-K.
Our board of directors has also adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders.stockholders, which we updated in 2022. A copy of theour corporate governance guidelines is available on the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com.
Board Leadership Structure and Risk Oversight
Board Leadership Structure
As a general policy, our board of directors believes that separation of the positions of chairman and chief executive officer reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the board of directors as a whole. Accordingly, we currently separate the roles of chief executive officer and chairman of the board of directors, with Mr. Albers serving as our president and chief executive officer and Mr. Lynch serving as chairman of the board of directors. As president and chief executive officer, Mr. Albers is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of our company, while Mr. Lynch, as chairman of the board of directors, presides over meetings of the board of directors, including executive sessions of the board of directors, and performs oversight responsibilities. The board of directors has not appointed a lead independent director. Our board of directors has four standing committees that currently consist of, and are chaired by, independent directors. Our board of directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full board of directors. We believe that the independent committees of our board of directors and their chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our company at this time because it strikes an effective balance between management and independent leadership participation in our board of directors proceedings.
Risk OversightRISK OVERSIGHT
Our board of directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our board of directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, our board of directors addresses the primary risks associated with those operations and corporate functions. In addition, our board of directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.
Each committee of our board of directors also oversees the management of our company’scompany risk that falls withinunder the committee’s particular purview and within its areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our audit committee oversees our policies and programs related to our financial and accounting systems, accounting policies and investment strategies, internal audit function, and cybersecurity. The audit committee also is responsible for addressing risks arising from related party transactions, if any. Our chief executive officer reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our audit committee meets privately with representatives from
Blueprint Medicines Proxy Statement 2023|14
our independent registered public accounting firm and our chief executive officer. In early 2023, our board of directors designated oversight of human capital management, including recruiting, retention, career development, and ED&I, to the compensation committee. The audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our board of directors regarding these activities.
Board Determination of Independence
Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors Our compensation committee oversees risks associated with our compensation policies and practices to be comprised of independent directors within one year of listing. In addition, the Nasdaq Listing Rules requirehelp ensure that subject to specified exceptions, each member of a listed company’s audit, compensationsuch policies and practices do not incentivize or encourage excessive risk-taking. Our nominating and corporate governance committees be independent under
the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A‑3 under the Exchange Act,oversees risks related to our governance structure and compensation committee members must also satisfy the independence criteria set forth in Rule 10C‑1 under the Exchange Act. Under Rule 5605(a)(2) of the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A‑3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other committee of the board of directors, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C‑1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.succession planning.
BOARD DETERMINATION OF INDEPENDENCE
Our board of directors undertookannually undertakes a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or hertheir background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Jeffrey W. Albers and Kathryn Haviland, is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Mr. Albers is not an independent director under Rule 5605(a)(2) because he iswas employed as our president and chief executive officer.officer through April 3, 2022 and as our executive chairman through December 31, 2022, and currently serves as a consultant to the company. Ms. Haviland is not an independent director under Rule 505(a)(2) because she is currently employed as our president and chief executive officer and was previously employed as our chief operating officer through April 3, 2022. Our board of directors also determined that Charles A. Rowland, Jr.,each of: Daniella Beckman, Lonnel Coats and Mark Goldberg, who comprise our audit committee, Daniel S. Lynch, Charles A. Rowland, Jr.Lynn Seely, Habib Dable and Lynn Seely,Mark Goldberg, who comprise our compensation committee, and George D. Demetri, Lonnel Coats, Habib Dable and Nicholas Lydon,Lynn Seely, who comprise our nominating and corporate governance committee, satisfysatisfies the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable, including in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A‑310A3 under the Exchange Act and in the case of all members of the compensation committee, the independence requirements contemplated by Rule 10C‑110C1 under the Exchange Act. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
Board of Director Meetings and Attendance
Our board of directors held 12 meetings and acted by unanimous written consent once during the year ended December 31, 2019. During the year ended December 31, 2019, each of the directors then in office attended at least 75% of the aggregate of the number of board of director meetings and the number of meetings held by all committees of the board of directors on which such director then served.
Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meeting, we encourage all of our directors to attend. All members of our board of directors who were then directors attended our 2019 annual meeting of stockholders, or 2019 Annual Meeting.
Communicating with the Board of Directors
Our board of directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The chairman of the board of directors is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.
Stockholders who wish to send communications on any topic to our board of directors (or any individual director) should address such communications to Blueprint Medicines Corporation, Attention: Board of Directors, 45 Sidney Street, Cambridge, Massachusetts 02139. Upon receipt of such communications, the correspondence will be directed to the appropriate person, including individual directors.
Committees of the Board of Directors
We have established an audit committee, a compensation committee, a nominating and corporate governance committee and a research and development committee. Each of these committees operates under a charter that has been approved by our board of directors. A copy of each committee’s charter can be found under the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com.
Audit Committee
Our audit committee’s responsibilities include:
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| | appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
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| | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
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| | reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
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| | reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
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| | coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
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| | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
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| | recommending, based upon the audit committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10‑K;
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| | approving all Quarterly Reports on Form 10‑Q;
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| | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
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| | preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
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| | reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
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| | reviewing quarterly earnings releases as well as any other press releases containing financial information.
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The members of our audit committee are Charles A. Rowland, Jr., Lonnel Coats and Mark Goldberg. Mr. Rowland serves as chair of the audit committee. Our board of directors has determined that Mr. Rowland qualifies as an “audit committee financial expert” within the meaning of applicable SEC rules. The audit committee held five meetings during the year ended December 31, 2019.
Compensation Committee
Our compensation committee’s responsibilities include:
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| | annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;
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| | evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;
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| | reviewing and approving the compensation of our other executive officers;
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| | reviewing and establishing our overall management compensation, philosophy and policy;
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| | overseeing and administering our compensation and similar plans;
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| | reviewing and approving our policies and procedures for the grant of equity-based awards;
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| | reviewing and making recommendations to the board of directors with respect to director compensation; and
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| | reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10‑K.
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The members of our compensation committee are Daniel S. Lynch, Charles A. Rowland, Jr. and Lynn Seely. Mr. Lynch serves as chair of the compensation committee. The compensation committee held seven meetings during the year ended December 31, 2019.
The compensation committee may delegate its authority to our chief executive officer to grant certain equity awards to certain individuals, and our compensation committee has delegated such authority to Mr. Albers with respect to certain equity awards. For more information, please see “Compensation Discussion and Analysis—Overview of Executive Compensation Process.”
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee’s responsibilities include:
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| | developing and recommending to the board of directors criteria for board and committee membership;
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| | establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;
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| | identifying individuals qualified to become members of the board of directors;
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| | recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;
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| | developing and recommending to the board of directors a set of corporate governance guidelines; and
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| | overseeing the evaluation of the board of directors and management.
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The members of our nominating and corporate governance committee are George D. Demetri, Lonnel Coats and Nicholas Lydon. Dr. Demetri serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee held two meetings during the year ended December 31, 2019.
Research and Development Committee
Our research and development committee’s responsibilities include providing:
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| | a general oversight function regarding pre-clinical and clinical decision-making through a series of semi-annual pipeline reviews and in-depth assessments of select project strategies and plans;
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| | recommendations regarding key molecules in our discovery and development pipelines through reports and select in-depth project reviews;
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| | recommendations regarding our pipeline/portfolio balance from a scientific and clinical perspective, including new molecular entity versus new indication balance, mechanism balance, target balance and general risk balance;
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| | recommendations regarding key discovery and development strategies to align with our business needs; and
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| | feedback to the board of directors and to our research and development group.
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The members of our research and development committee are Nicholas Lydon, Alexis Borisy, George D. Demetri, Mark Goldberg and Lynn Seely. Dr. Lydon serves as chair of the research and development committee. The research and development committee held three meetings during the year ended December 31, 2019.
Director Nomination ProcessDIRECTOR NOMINATION PROCESS
The process followed by our nominating and corporate governance committee of our board of directors to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee and our board of directors.
Criteria and Diversity
CRITERIA, QUALIFICATIONS, EXPERIENCE AND DIVERSITY
In considering whether to recommend to our board of directors any particular candidate for inclusion in our board of directors’ slate of recommended director nominees, including candidates recommended by stockholders, the nominating and corporate governance committee of our board of directors applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, accomplishments in the candidate’s respective field, the candidate’s reputation for high ethical and moral standards, the candidate’s time and ability to devote to the affairs of the company, and to the extent applicable, the candidates history of actively contributing to any boards of directors on which the candidate previously served.
The director biographies on pages 6 to 910-19 of this proxy statement indicateprovide details regarding each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and
Blueprint Medicines Proxy Statement 2023|15
considered for election as a director at the 2023 annual meeting of stockholders must follow the procedures set forth in our bylaws as well as under “Stockholder Proposals.”
BOARD LEADERSHIP STRUCTURE
Under our corporate governance guidelines, the positions of chairperson our board of directors and of chief executive officer may, but need not be, the same person. Additionally, our corporate governance guidelines provide that if the chairperson of the board of directors is not an independent director, then the independent directors may elect one independent director to serve as the lead independent director.
Jeffrey W. Albers has served as a director since 2014 and as the chairperson of our board of directors since June 2021. Mr. Albers possesses detailed and first-hand knowledge of the issues, opportunities, and challenges facing our business, making him well-suited to preside over meetings of, and oversee, our board of directors. Because Mr. Albers was employed by us in his role as president and chief executive officer through April 3, 2022, and continued to be employed by us in his role as executive chairman through December 31, 2022, and currently serves as a consultant to the company, our board of directors did not consider him to be an “independent” director in his role as executive chairman of the board of directors and does not currently consider him to be “independent” in his role as chairperson of the board of directors. Accordingly, in June 2021, our board of directors designated Lynn Seely as our lead independent director. Dr. Seely’s service as lead independent director provides an effective independent voice in our leadership structure, encouraging objective oversight of management’s performance and enhancing the effectiveness of the board of directors as a whole. As lead independent director, Dr. Seely presides over meetings of our independent directors, serves as a liaison between our chairperson and the independent directors and performs such additional duties as our board of directors may otherwise determine and delegate.
Our board of directors has three standing committees that currently consist of, and are chaired by, independent directors. Our board of directors’ delegates substantial responsibilities to the committees, which then report their activities and actions back to the full board of directors. We believe that the independent committees of our board of directors and their chairpersons promote effective independent governance. Meanwhile, the extensive company-specific experience and expertise of Mr. Albers and Ms. Haviland, together with the outside experience, oversight and expertise of our independent directors, allows for differing perspectives and roles regarding strategy development that benefit our stockholders.
We believe that our current leadership structure provides effective independent director oversight of management, while allowing our board to benefit from Mr. Albers’ and Ms. Haviland’s experience and leadership in our business, enabling Mr. Albers and Ms. Haviland to act as key links between our board of directors and other members of management and enhancing our ability to communicate our strategy clearly and consistently to our investors, employees and partners. We and our board of directors continue to review the leadership structure of the board on a regular basis.
BOARD OF DIRECTOR MEETINGS AND ATTENDANCE
Our board of directors held eight meetings and acted by unanimous written consent eight times during the partyear ended December 31, 2022. During the year ended December 31, 2022, each of the directors then in office attended over 90% of the aggregate of the number of meetings of our board of directors and the number of meetings held by all committees of the board of directors on which such director then served.
Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meeting of stockholders, we encourage all of our directors to attend. All members of our board of directors who were then directors attended our 2022 annual meeting of stockholders other than Mr. Rowland, whose term expired at our 2022 annual meeting of stockholders.
Blueprint Medicines Proxy Statement 2023|19
George Demetri, Lonnel Coats and Nicholas Lydon were members of our nominating and corporate governance committee, with Dr. Demetri serving as chair. In September 2022, we reconstituted the committee. The nominating and corporate governance committee held five meetings and acted by unanimous written consent twice during the year ended December 31, 2022.
COMMUNICATING WITH THE BOARD OF DIRECTORS
Our board of directors will give appropriate attention to written communications that are submitted by stockholders or other interested parties and will respond if and as appropriate. The chairperson of the board of directors is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as the chairperson considers appropriate.
Stockholders who wish to send communications on any topic to our board of directors (or any individual director) should address such communications to Blueprint Medicines Corporation, Attention: Board of Directors, 45 Sidney Street, Cambridge, Massachusetts 02139. Upon receipt of such communications, the correspondence will be directed to the appropriate person, including individual directors. A copy of any such written communication may also be forwarded to the company’s legal counsel and a copy of such communication may be retained for a reasonable period of time. You may submit your concern anonymously or confidentially.
The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The company has also established a toll-free telephone number for the reporting of such activity, which is 1-844-857-5642.
BOARD RESPONSE TO STOCKHOLDER FEEDBACK
On June 21, 2022, at our 2022 annual meeting of stockholders, Mark Goldberg received less than 50% of the votes cast. Following the 2022 annual meeting, we conducted stockholder outreach, and the feedback we received regarding Dr. Goldberg was not related to his experience or other qualifications; rather, it was specifically related to over-boarding concerns. In September 2022, Dr. Goldberg directly addressed these over-boarding concerns by reducing the number of public company boards on which he serves. In addition, in November 2022, our board adopted an over-boarding policy applicable to all directors, with an effective date of April 24, 2023. Since Dr. Goldberg has addressed these specific stockholder concerns and has consistently devoted the time and attention necessary to fulfill his responsibilities as a director, he continues to serve as a valued and active member of our board of directors. In 2022, Dr. Goldberg attended 100% of the meetings of our board of directors and of our board committees on which he served. In addition, Dr. Goldberg consistently makes himself available to our executive team and other company leaders outside of meetings. Dr. Goldberg’s more than 30 years of experience as a practicing physician and more than 25 years of clinical development, medical affairs and regulatory experience and leadership in biotechnology companies enable him to bring valuable insights to our board, particularly as we continue to advance our portfolio of clinical stage programs, initiate additional clinical trials, and continue to explore business development opportunities to expand or advance our pipeline.
Our corporate governance guidelines require our nominating and corporate governance committee to approve any exceptions to our over-boarding policy. Since Alexis Borisy has committed to reducing his service on other public company boards to be in compliance with our policy within the next 12 months, and has served as a valued and active member of our board of directors who has consistently devoted the time and attention necessary to fulfill his responsibilities as a director since beginning his tenure in 2011, our nominating and corporate governance committee has approved an exception to our over-boarding policy until the record date for our 2024 annual meeting of stockholders. In 2022, Mr. Borisy attended all regularly scheduled board meetings and only missed one ad hoc board meeting. He does not hold a board leadership or committee position. Importantly, Mr. Borisy consistently makes himself available to our executive team and other company leaders outside of meetings. Mr. Borisy brings unique and valuable experience and insights through his more than 25 years of experience with founding, financing
Blueprint Medicines Proxy Statement 2023|22
PROPOSAL 2
Non-Binding Advisory Vote on Executive Compensation
We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Act, which added Section 14A to the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our executive compensation program is designed to reward value creation for stockholders and to attract, motivate, and retain our executive officers, who are critical to our success. Under this program, our named executive officers are rewarded for the achievement of our short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders. Our compensation program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our stockholders.
The section of this proxy statement titled “Executive Compensation” beginning on page 39, including “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the decisions made by our compensation committee. As we describe in greater detail in the “Compensation Discussion and Analysis” section, our executive compensation program rewards value creation for stockholders and progress towards achieving our mission and promotes company performance. At the same time, we believe our program does not encourage excessive risk-taking by management. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our named executive officers with a mix of short-term and long-term performance-based incentives to encourage consistently strong performance, and our board of directors believes that this link between compensation and the achievement of our near- and long-term business goals has helped drive our performance over time.
Our board of directors is asking stockholders to approve a non-binding, advisory vote on the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” the compensation tables and narrative discussion included therein, is hereby approved.
As an advisory vote, the outcome of the vote on this proposal is not binding and does not overrule any decision by the company or the board of directors (or any committee thereof), create or imply any change to the fiduciary duties of the company or the board of directors (or any committee thereof), or create or imply any additional fiduciary duties for the company or the board of directors (or any committee thereof). However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and intend to consider carefully the outcome of the vote when making future compensation decisions for named executive officers.
RECOMMENDATION OF THE BOARD OF DIRECTORS
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| OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” THIS PROPOSAL. | |
Blueprint Medicines Proxy Statement 2023|26
Executive Officers
Certain information regarding our executive officers who are not also directors, as of March 31, 2020,2023, is set forth below.
| | | | |
Name |
| Age |
| Position(s) |
NamePercy Carter, M.B.A., Ph.D.
| | Age52
| | Position(s)Chief Scientific Officer
|
Anthony L. Boral, M.D., Ph.D.Debra Durso-Bumpus
| | 5753
| | Chief MedicalPeople Officer |
Debra Durso-BumpusBecker Hewes, M.D.
| | 5057
| | Chief PeopleMedical Officer |
Marion Dorsch, Ph.D.Ariel Hurley
| | 5549
| | Chief Scientific Officer
|
Kathryn Haviland
| | 44
| | Chief Operating Officer
|
Ariel Hurley
| | 46
| | Senior Vice President, Finance and ControllerPrincipal Accounting Officer |
Michael Landsittel | | 4851
| | Chief Financial Officer |
Philina Lee, Ph.D. | | 46 | | Chief Commercial Officer |
Tracey L. McCain, Esq. | | 5255
| | Chief Legal and Compliance Officer |
Christopher K. Murray, Ph.D. | | 5760
| | Senior Vice President,Chief Technical Operations and Quality Officer
|
Christina RossiFouad Namouni, M.D.
| | 4454
| | President, Research and Development |
Christina Rossi | | 47 | | Chief CommercialOperating Officer |
Anthony L. Boral, M.D.Percy Carter, M.B.A., Ph.D.has served as our chief medicalscientific officer since January 2016 andMay 2021. Dr. Carter previously served as ourchief scientific officer at FibroGen, Inc. from September 2020 to May 2021. From June 2019 to September 2020, he served as global head of discovery sciences at Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, where he led more than 700 employees comprising several key research and discovery functions and drove the synthetic discovery strategy in collaboration with partners across various therapeutic areas. From August 2001 to May 2019, Dr. Carter held roles of increasing responsibility in drug discovery, covering all therapeutic areas, drug platforms and stages of discovery at Bristol-Myers Squibb Company (BMS). This included serving as senior vice president clinical developmentand head of discovery between November 2018 and May 2019, and head of discovery chemistry & molecular technologies from February 2015October 2016 to December 2015.November 2018. Prior to joining us, from November 2010 to February 2015,his experience at BMS, he was senior research scientist in chemical and physical sciences at DuPont Pharmaceuticals Company, until it was acquired by BMS in 2001. Dr. Boral worked at the Novartis Institutes for BioMedical Research,Carter is an inventor or Novartis,co-inventor on 28 U.S. patents and has authored or co-authored more than 80 peer-reviewed publications. Dr. Carter has served as executive director, oncology clinical research, serving as deputy site head for the Cambridge, Massachusetts site since 2013. At Novartis, Dr. Boral was responsible for the clinical aspects of various first-in-human compounds, including most recently ceritinib, an anaplastic lymphoma kinase inhibitor, and Novartis’ immune checkpoint inhibitor programs. Prior to Novartis, from 2002 to 2010 he worked at Millennium Pharmaceuticals, Inc., or Millennium, a biotechnology company in Cambridge, Massachusetts, which is now a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, or Takeda, including as vice president of oncology clinical research from October 2007 to October 2010. At Millennium, Dr. Boral was responsible for various aspectsmember of the developmentboard of VELCADE®, a first-in-class cancer therapy now approved to treat multiple myelomadirectors of HiFiBio Therapeutics since 2022 and non-Hodgkin’s lymphoma.currently serves as an independent director. Dr. BoralCarter received a B.A.an A.B. in Chemistry from Wesleyan University, and an M.D.Dartmouth College and a Ph.D. in Organic Chemistry from the Albert Einstein CollegeHarvard University. In addition, he received an M.B.A. from Massachusetts Institute of Medicine, in New York.Technology.
Debra Durso-Bumpushas served as our chief people officer since February 2020. She has been with us since April 2015 as a member of the executive team and previously served as our senior vice president, human resources. With more than fifteenBringing nearly 20 years of experience focused on leading business’sglobal Human Resource leadership, driving businesses through expediential growth and complexity, building organizational capabilities, and shaping high performancedifferentiated, high-performance culture, Ms. Durso-Bumpus has operated in a number of leadership positions. Prior to joining our company, sheShe served as the interim head of human resources at Cubist Pharmaceuticals, Inc. or Cubist, where she was appointed to lead the post-merger human resource integration following the acquisition of Cubist by Merck & Co., from January 2015prior to April 2015.joining Blueprint Medicines. Between April 2009 and the acquisition, Ms. Durso-Bumpus served as the global head for talent management and organizational development at Cubist, where she was primarily responsible for buildingdeveloping people strategies and programs that built talent and leadership strength and depth while managing growth on a global scale to create a cohesive and highly differentiated culture. She also played a strategic role in multiple acquisitions. Ms. Durso-Bumpus serves as a member of the board of directors for the Massachusetts Biotechnology Education Foundation, a nonprofit organization committed to supporting science and biotechnology education in Massachusetts through school programs, workforce training and lifelong learning. Ms. Durso-Bumpus received a B.S. in business management from Bentley University.
Marion Dorsch, Ph.D. Becker Hewes, M.D.has served as our chief scientificmedical officer since November 2016.January 2021. Dr. Hewes previously served as our senior vice president of clinical development from May 2020 to January 2021. Prior to joining us, from April 2012 to November 2016, Dr. Dorschhe served as vice presidentchief medical officer of biology at Agios Pharmaceuticals,Repertoire Immune Medicines, Inc., or Agios. In this role, she was responsible for novel target validation, drug discovery, from February 2017 to May 2020, where he built their multidisciplinary clinical and biomarker strategy across Agios’ cancer, rare genetic diseasesteam and advanced its immuno-oncology portfolios. During her tenure at Agios, Dr. Dorsch contributed to the successful advancement of several molecules targeting defined genetic lesionsprograms into clinical trials. Prior
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development. From June 2013 to joining Agios,February 2017, Dr. Dorsch was theHewes served as executive director of cancer biology at Sanofi Oncology, where she oversaw drug discovery efforts. Earlier in her career, Dr. Dorsch served as research project leader for sonidegib (Odomzo®), now approved in the United States and European Union for the treatment of locally advanced basal cell carcinoma,translational clinical oncology at the Novartis Institutes for BiomedicalBioMedical Research where he led clinical development and also workedtranslational medicine teams. Prior to joining Novartis, he held roles of increasing responsibility related to clinical development in inflammation discovery at Millenniumoncology and hematology within AstraZeneca PLC, Genzyme Corporation (now a wholly-owned subsidiary of Sanofi S.A.) and Wyeth Pharmaceuticals Inc., including leading registration programs for Bosulif® (bosutinib) and Torisel® (temsirolimus) for chronic myelogenous leukemia and mantle cell lymphoma, respectively. Dr. Dorsch received her Ph.D. in Tumor ImmunologyHewes holds an M.D. from the FreeGeorgetown University of Berlin, GermanyMedicine and was a postdoctoral fellow at Columbia University in New York.B.S. from Vanderbilt University.
Kathryn HavilandAriel Hurleyhas served as our chief operatingsenior vice president, finance and principal accounting officer since January 2019.2023. Ms. HavilandHurley previously served as our chief business officer from January 2016 to January 2019. Prior to joining us, Ms. Haviland served as vice president, rare diseases and oncology program leadership at Idera Pharmaceuticals, Inc. from April 2014 to December 2015, as head of commercial development at Sarepta Therapeutics, Inc. from June 2012 to April 2014, as executive director of commercial development at PTC Therapeutics, Inc. from April 2007 to June 2012 and held various corporate development and project management roles at Genzyme from July 2005 to April 2007. Ms. Haviland has served as a member of the board of directors of Fulcrum Therapeutics, Inc since June 2018 and currently serves on the audit committee. Ms. Haviland received a B.A. from Wesleyan University with a double major in biochemistry/molecular biology and economics and an M.B.A. from Harvard Business School.
Ariel Hurley has served as our vice president, finance, since February 2019. Ms. Hurley has workedand controller and principal accounting officer from March 2019 to December 2022, as our controller since September 2014 and was most recently our senior director, finance before becomingcontroller from January 2016 to February 2019 and as our vice president, finance.director, controller from September 2014 to December 2015. Prior to joining us, Ms. Hurley served in various accounting and finance roles at Millennium Pharmaceuticals, Inc. (now a wholly-owned subsidiary of
Takeda Pharmaceutical Company Limited) from December 2005 to September 2014. Ms. Hurley began her career at Deloitte & Touche, LLP and has over 20 years of experience in finance and accounting roles of increasing responsibility. She earned her certified public accountant license in Massachusetts. Ms. Hurley received a B.S. in accounting from Providence College.
Michael Landsittelhas served as our chief financial officer since January 2019. Mr. Landsittel previously served as our vice president, finance from February 2016 to January 2019 and as our senior director, finance from September 2014 to February 2016. Prior to joining our company, Mr. Landsittel served as senior director, finance at Algeta ASA from October 2012 to July 2014, as director, finance at Infinity Pharmaceuticals, Inc. from March 2012 to October 2012 and held various business development and strategic planning roles of increasing responsibility at Genzyme Corporation (now a wholly-owned subsidiary of Sanofi S.A.) from August 2002 to March 2012. Mr. Landsittel began his career at Arthur Andersen LLP, and he earned his certified public accountant license in Illinois. Mr. Landsittel received a B.B.A from the University of Michigan and an M.B.A. from the Tuck School of Business at Dartmouth College.
Philina Lee, Ph.D.has served as our chief commercial officer since April 2022. Dr. Lee previously served as our senior vice president, head of portfolio strategy and program management from January 2021 to April 2022, our vice president, marketing and precision medicine from August 2019 to December 2020, our vice president, commercial strategy and operations from July 2017 to August 2019 and as our senior director, new product strategy and development from August 2014 to June 2017. Across these roles, Dr. Lee has aided in establishing the commercial organization at Blueprint Medicines, established the company’s infrastructure to enable patent access, and led multiple new product launches for the company. Previously, Dr. Lee held product strategy and marketing roles of increasing responsibility at Algeta ASA, Sanofi S.A. and Genzyme Corporation (now a wholly-owned subsidiary of Sanofi S.A.). Dr. Lee has served on the board of Fusion Pharmaceuticals since February 2021 and currently serves as a member of their nominating and corporate governance and the research and development committees. Dr. Lee earned a B.S. in biochemistry from the University of Alberta, and a Ph.D. in cell biology from the Massachusetts Institute of Technology.
Tracey L. McCain, Esq.has served as our executive vice president and chief legal officer since September 2016 and as our chief compliance officer since June 2017. Prior to joining us, from January 2016 to September 2016, Ms. McCain served as senior vice president and head of legal of Sanofi Genzyme, a global business unit of Sanofi.Sanofi S.A. Ms. McCain held roles of increasing responsibility after joining Genzyme Corporation, or Genzyme, in May 1997, including becoming its general counsel after Genzyme was acquired by Sanofi in 2011. In her capacity as senior vice president and general counsel of Genzyme from May 2011 to December 2015, she oversaw all aspects of its legal department in the United States and Europe, including general corporate, commercial and intellectual property matters. Prior to joining Genzyme, Ms. McCain was an associate at the law firm Palmer & Dodge LLP. Ms. McCain has served as a member of the board of directors and audit committee of Kiniksa Pharmaceuticals, Ltd. since 2018.February 2018 and currently serves on its audit committee. She has also served as a member of the board of directors of ImmunoGen, Inc. since November 2021 and currently serves on its audit committee. Ms. McCain holds a B.A. from the University of Pennsylvania with a major in political science and a J.D. from Columbia University School of Law.
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Christopher K. Murray, Ph.D.Ph.D. has served as our executive vice president and chief technical operations and quality officer since January 2023. Dr. Murray previously served as our senior vice president, technical operations sincefrom October 2017.2017 to December 2022. Prior to joining us, from January 2014 to May 2017, Dr. Murray served as vice president, technical operations at ARIAD Pharmaceuticals, Inc., or ARIAD. In this role, Dr. Murray oversaw all aspects of commercial and clinical manufacturing, supply chain and logistics, process development, quality control and analytical chemistry for ARIAD’s approved products and product candidates, including Iclusig®Iclusig® (ponatinib) and Alunbrig®ALUNBRIG® (brigatinib). From 2004 to December 2013, Dr. Murray held multiple roles of increasing responsibility at ARIAD related to process development, manufacturing and clinical supply. Prior to joining ARIAD, Dr. Murray served in various positions with Allos Therapeutics, Inc. and Hauser Inc. related to clinical and commercial manufacturing and supply of active pharmaceutical ingredient.ingredients. Dr. Murray holds a B.S. from Hope College with a major in chemistry and a Ph.D. in chemistry from the University of Chicago.
Fouad Namouni, M.D.has served as our president, research and development, since September 2020. Prior to joining us, Dr. Namouni served in leadership roles at Bristol Myers Squibb Company since 1999. Most recently, he served as senior vice president and head of oncology development from August 2016 to April 2020 with the responsibility for driving product development plans across a portfolio of drug candidates. Previously, Dr. Namouni served as head of global medical affairs from September 2015 to September 2017 and head of development for OPDIVO® (nivolumab) and YERVOY® (ipilimumab) from January 2011 to September 2015. Dr. Namouni brings more than 20 years of oncology and cancer immunotherapy drug development expertise. He holds an M.D. from the University of Annaba Medical School in Algeria and a Pediatrics degree from Université Rene Descartes in Paris, France. Additionally, Dr. Namouni received a Pediatric Oncology and Hematology degree and an M.S. in clinical and experimental pharmacology from Université Paris-Sud in France.
Christina Rossihas served as our chief operating officer since April 2022 and previously served as our chief commercial officer sincefrom October 2018.2018 to April 2022. Prior to joining us, from January 2015 to October 2018, Ms. Rossi served as the Multiple Sclerosis business unit head, North America, at Sanofi Genzyme.Genzyme, a global business unit of Sanofi S.A. In this role, she was responsible for all aspects of the financial performance of Sanofi Genzyme’s multiple sclerosis franchise and increased market share for existing products, led the launch of new therapies and optimized operations to accelerate patient access. Previously, Ms. Rossi served as vice president, Multiple Sclerosis Sales at Sanofi Genzyme formfrom May 2014 to December 2015 and vice president, Multiple Sclerosis Patient and Provider Services at Sanofi Genzyme from June 2012 to May 2014. Prior to joining Sanofi Genzyme, Ms. Rossi served in various roles at Biogen, Inc., or Biogen, including head, commercial strategy for Eidetica Biopharma GmbH, Biogen’s biosimilar-focused venture, and U.S. brand leader for TYSABRI® (natalizumab). In addition, Ms. Rossi consulted in the healthcare practice at the Boston Consulting Group. Ms. Rossi has served as a member of the board of directors of Xilio Therapeutics, Inc. since April 2021 and currently serves as a member of its audit committee and as chair of its compensation committee. Ms. Rossi holds a B.S. in biology, cum laude, from Duke University and an M.B.A. from Harvard Business School.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Our compensation committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our named executive officers, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying our compensation committee’s policies and decisions with respect to the compensation of our named executive officers.
For 2019,2022, our named executive officers were as follows:
| ·
● | | Jeffrey W. Albers,Kathryn Haviland, our president and chief executive officer;
officer since April 4, 2022, who previously served as our chief operating officer through April 3, 2022; |
| ·
● | Jeffrey W. Albers, the chairperson of our board of directors, who previously served as our executive chairman from April 4, 2022 through December 31, 2022, and as our president and chief executive officer through April 3, 2022; |
| ● | Michael Landsittel, our chief financial officer; |
| ·
● | | Anthony L. Boral,Fouad Namouni, M.D., Ph.D., our chief medical officer;
president, research and development; |
| ·
● | | Kathryn Haviland,Christina Rossi, our chief operating office;officer since April 4, 2022, who previously served as our chief commercial officer through April 3, 2022; and
|
| ·
● | | Tracey L. McCain, Esq., our chief legal and compliance officer. |
Executive SummaryLEADERSHIP TRANSITIONS
Effective April 4, 2022, Kathryn Haviland became our president and chief executive officer as the successor to Jeffrey W. Albers, who transitioned into a new role as our executive chairman on that date. Our board of directors’ selection of Ms. Haviland as our new president and chief executive officer was the culmination of a thoughtful, long-term succession planning process that was led by Mr. Albers and our board of directors and purposefully designed to drive the company’s continued success, ensure continuity, and empower our strong executive team. In connection with Ms. Haviland’s appointment as president and chief executive officer and Mr. Albers’ transition to executive chairman and later continuing to serve as chairperson of the board of directors, the compensation committee adjusted the compensation of these two individuals after considering market data, internal equity, advice from its independent compensation consultant and other factors. For more information, see “Compensation Discussion and Analysis – Employment, Severance and Change-in-Control Arrangements” below.
Mr. Albers served in the capacity of executive chairman from April 4, 2022, through December 31, 2022, at which time Mr. Albers ceased serving as an employee of the company. Mr. Albers continues to serve as chairperson of our board of directors. See the discussion above under “Corporate Governance – Board Leadership Structure,” for more information about our board of directors’ determination to maintain a governance structure that includes a chairperson and a separate lead independent director, which is intended to ensure continuity and strong and effective leadership.
EXECUTIVE SUMMARY
We are a global precision therapy company focused on genomically defined cancers, rare diseasesthat is inventing life-changing medicines for people with cancer and cancer immunotherapy. Ourblood disorders. Applying an approach that is both precise and agile, we create therapies that selectively target genetic drivers, with the goal of staying one step ahead across stages of disease. Since 2011, we have leveraged our research platform, including expertise in molecular targeting and world-class drug design capabilities, to leverage our novel target discovery engine to systematically rapidly
Blueprint Medicines Proxy Statement 2023|30
