Biogen shareholders elected a new member to the company’s board of directors on Monday, marking the latest in a series of management changes that have taken place over the last few years.
Susan Langer will now join seven other board members who successfully ran for re-election, including the new chair Caroline Dorsa. Dorsa succeeds Stelios Papadopoulos, who held the position for the last decade.
Papadopoulos and Dorsa informed investors in a letter earlier this month how the board had “unanimously determined that it is in the best interest of Biogen and its stockholders to significantly refresh” the company’s slate of directors. As such, three board members, Alexander Denner, William Jones and Richard C. Mulligan, would not be running for re-election, while Langer had been nominated to fill one of the empty seats.
Langer’s nomination stirred some controversy. STAT News reported how Denner, an activist investor and longtime member of Biogen’s board, had an ongoing romantic relationship and a child with Langer. Denner is in the process of divorcing his wife, and his connection to Langer was a “contentious issue,” according to STAT, which said it obtained court records. Biogen also did not mention this relationship in documents pertaining to the proposed board changes that were filed with the Securities and Exchange Commission.
On Monday, during Biogen’s annual meeting of stockholders, management was asked why Biogen chose not to disclose this “potential conflict of interest.”
“We assessed Susan Langer based on her own merits and qualifications. She's a highly experienced person in biotech. She also has experience at Biogen,” Dorsa said. “Her personal matters obviously are much less relevant than what she brings to this board.”
Langer previously held various positions at Biogen, including head of corporate strategy. She is also president of Souffle Therapeutics, a startup currently operating in stealth mode.
Additionally, Langer held leadership roles at two other biotechnology companies, Kojin Therapeutics and Paratus Sciences; has a board seat at NextRNA Therapeutics; was a venture partner at Old Silver VC; and served as a managing partner at Guava Partners.
Her father, the billionaire Bob Langer, is a well-known Massachusetts Institute of Technology professor who co-founded Moderna along with dozens of other companies.
Brian Abrahams, an analyst at RBC Capital Markets, recently wrote in a note to clients that the planned changes to Biogen’s board represent a “significant strategic shift” at the company and hint at it becoming less conservative in its business dealings.
Historically, Biogen has appeared averse to doing big transactions. Abrahams noted how the company’s board has “often been seen by investors as an impediment to larger transformative deals given a split between a more risk-averse, expense-containment focused group and other directors who were more growth-oriented.”
Yet, major changes have taken place in Biogen’s upper ranks over the past several years. On the leadership side, the company appointed a new chief financial officer, a head of drug development, a head of corporate development, and a new chief executive in Christopher Viehbacher, the former Sanofi CEO. Viehbacher, in particular, has expressed interest in doing deals.
In his investor note, Abrahams wrote that he and his team “would not be surprised” if the departure of Denner — who was seen by some as a more conservative board member — and the other management changes “were to potentially clear the way for larger and more transformative deals.”