Blueprint keeps co-founder Alexis Borisy as director—without majority support from shareholders

Alexis Borisy, the founder of multiple biotech companies and self-dubbed “man of many hats,” may have to reduce two of his many duties.

The Blueprint Medicines co-founder lost a majority vote for his directorship at the company during its annual meeting on June 21, a securities filing shows. Nearly 22 million shares voted for him as a class 2 director, whereas more than 33 million votes were withheld in an expression of disapproval.

But Borisy still got re-elected by a plurality standard, Blueprint said. The rule of plurality means that whoever receive the most “for” votes get in. In an uncontested election where the number of candidates equals the number of seats, just one single vote is sufficient to elect a board member, according to an explanation by the Council of Institutional Investors.

Plurality voting is a common standard used by about 65% of companies in the Russell 2000 index for board elections in 2022, Jim Baker, Blueprint’s SVP of corporate affairs said in a statement to Fierce Pharma. Blueprint has kept the system but remains committed to talking to its shareholders about further evolving its structure, he added.

“The shareholder feedback we received around our annual meeting clearly and consistently indicated that Alexis Borisy did not receive a majority of the votes cast because he is considered over-boarded according to the policies of many of our shareholders and proxy advisory groups, as well as our own over-boarding policy which went into effect in April,” Baker said.

Before the shareholder meeting, the powerful proxy advisory firm Glass Lewis recommended that Blueprint investors withheld votes for Borisy and Lonnel Coats, another existing board member and CEO of Lexicon Pharma, arguing they both have too many other board responsibilities. Coats obtained majority support with nearly 34 million shares for his re-election.

Blueprint recently implemented a new policy that limits the number of public company boards its directors may serve to a maximum of four, or three if the person is also a public company’s CEO.

Borisy currently holds six public board memberships, which means he needs to cut back two positions. In addition to Blueprint, he’s a director at Revolution Medicines and OPKO Health, and serves as chairman at Relay Therapeutics, Tango Therapeutics and EQRx.

Borisy has committed to reduce his board roles at other companies to be compliant with Blueprint’s rule in one year before its next annual meeting, Baker said. To ensure that Borisy keeps its seat this time, Blueprint’s board made an exception to the over-boarding rule.

In an email to Fierce Pharma, Borisy acknowledged that he has more board seats than Blueprint’s policy allows, but he noted that he was duly re-elected with a one-year immunity. He didn’t comment on whether he has decided on which other board seats he will let go. Fierce Pharma contacted all five companies but didn’t receive a reply by publication time.

“As a co-founder of Blueprint Medicines and a serial entrepreneur, Alexis is a highly valued board member who brings significant strategic leadership and operational expertise, and he has consistently dedicated time and effort as an active board member and advisor to our executive team,” Baker said.

In 2022, Borisy attended all regular board meetings and missed one ad hoc board meeting, Blueprint’s proxy filing shows.

“Importantly, Mr. Borisy consistently makes himself available to our executive team and other company leaders outside of meetings,” Blueprint said in the filing, adding that his 25-year biotech experience is critical to the company’s evolution and strategic vision.

Borisy is well-known for his biotech investments and track record in building biotech firms. His bio includes co-founder, CEO, chairman or founding investor at 10 Nasdaq-listed biotechs and three that were acquired. Last year, he launched IDRx with a $122 million series A to develop precision combination medicines against cancer. He also co-founded Curie.Bio, a venture capital firm, in 2022.

Many of his projects have been largely successful, including Relay and Tango, which were named Fierce Biotech’s Fierce 15 before their IPOs. But there was also the failure of EQRx, which was also a Fierce 15 winner. EQRx took a sharp turn earlier this year, abandoned its business model to develop inexpensive drugs and laid off about 60% of its workforce.

This isn’t the first time Blueprint has made an exception to its over-boarding policy. At last year’s annual meeting, Mark Goldberg, M.D., from Harvard Medical School also didn’t receive a majority vote because of over-boarding concerns, according to a Blueprint proxy filing in April. Goldberg became compliant in September after reducing the number of his board memberships.