All Articles
Governance insights and analysis for biopharma board members.
The Board Chair and Lead Independent Director in a Clinical-Stage Biopharma
Who runs the board is the most underexamined governance question in a clinical-stage biopharma. The standard answers borrowed from large-cap governance do not fit a five-seat board. What the chair role actually requires, why the default arrangement usually fails, and how the structure should evolve as the company matures.
Board Committees in a Five-Seat Biopharma
The standard four-committee architecture borrowed from large-cap boards does not fit a clinical-stage company with three independent directors. What committees actually need to exist, what work belongs to the full board, and the design choices that matter before an IPO or transaction.
Governance During Crisis: Data Fraud, Safety Signals, and Scandal
The board's playbook when things go catastrophically wrong — the first 48 hours, the communication architecture, and the work of recovery. With reference cases from torcetrapib, Cassava Sciences, and Insys Therapeutics.
Building a Culture of Constructive Dissent in the Boardroom
Groupthink is the silent killer of biopharma boards. Building a culture where honest disagreement is normal is one of the most consequential governance investments a board can make.
Founder-CEO Dynamics on Venture-Backed Boards
When the scientific founder is also the chief executive, the board faces a distinctive set of governance challenges. The standard playbook does not quite fit.
When the Board Needs to Replace the CEO Mid-Trial
The governance process for the hardest leadership decision a biopharma board will ever make — and how to execute it without destroying the company in the process.
Managing Conflicts of Interest on Biopharma Boards
Disclosure, recusal, and the gray areas that governance policies don't cover — a practical guide for directors navigating competing interests.
The Politics of Small Boards
When interpersonal dynamics have outsized impact — navigating alliances, grudges, and power in a five-person room.
CEO Succession Planning for Clinical-Stage Companies
Why biopharma companies need succession plans earlier than most boards think — and how to build one that actually works.
Board Self-Assessment That Actually Improves Performance
Why most board evaluations are theater — and what an honest self-assessment process looks like in a clinical-stage biopharma company.
Handling an Underperforming Board Member
The difficult conversation most biopharma boards avoid — and the governance framework for actually addressing it.
Preparing a Biopharma Company for Exit
Exit readiness in biopharma is not a checklist you complete in the months before a transaction. It is an operating posture that takes years to build — and a board discipline that is almost always started too late.
Evaluating Licensing Deals from the Board's Perspective
When management brings a licensing opportunity to the board, the governance questions matter as much as the financial ones. A framework for directors who want to engage substantively.
CEO Evaluation in a Clinical-Stage Company
Evaluating a CEO against quarterly revenue targets is straightforward. Evaluating one who is managing clinical risk, investor relationships, and a science-driven team — without any product on the market — is something else entirely.
Managing Runway Pressure Without Panic
When the company has 12 to 18 months of cash remaining, the board's behavior determines whether the outcome is a disciplined raise or a desperate one. A governance framework for capital pressure.
How Boards Should Evaluate Ambiguous Clinical Data
When the clinical results are not clearly positive or clearly negative, the board faces its hardest test. A practical framework for navigating the gray zone.
The Unwritten Rules of Effective Biopharma Boards
Everything you need to know about how high-functioning biopharma boards actually operate — the norms, habits, and expectations that governance manuals never teach you.
The Board's Role in Trial Go/No-Go Decisions
The most consequential decision a clinical-stage biopharma board makes is whether to advance a program to the next trial phase. Most boards get the process wrong.
Why Biopharma Board Governance Is Fundamentally Different
Generic corporate governance training does not prepare you for the realities of a clinical-stage biopharma board. Here is what actually differs and why it matters.
Governance vs. Management in Clinical Development
Where the board's oversight role ends and the management team's execution authority begins — and why getting this boundary wrong is the most common governance failure in biopharma.
Board Composition Strategy When You Only Have Five Seats
A large-cap board can spread expertise across twelve directors. A clinical-stage biopharma board has five, maybe seven. Every seat is a strategic decision with governance consequences.
Board Governance During Fundraising Rounds
Fundraising transforms board dynamics. Directors who understand the governance implications navigate it effectively. Those who don't create risk for the company and for themselves.
Fiduciary Duties in a Clinical-Stage Context
What duty of care and duty of loyalty actually mean when the company has no revenue, survival depends on trial outcomes, and every major decision carries existential risk.
Managing the Tension Between Investor and Independent Directors
The structural conflict between investor directors and independent directors is the defining governance challenge of venture-backed biopharma boards. Here is how it manifests and how to manage it.
The First 90 Days on a Biopharma Board
A practical orientation guide for new board members joining a clinical-stage biopharma company for the first time. What to learn, who to meet, and what to focus on before your first major vote.