Zak Mir talks to Dr Jim Millen, Non-Executive Chairman, Physiomics PLC

Zak Mir talks to Dr Jim Millen, Non-Executive Chairman, Physiomics, regarding recent progress at the mathematical modelling, data science and biostatistics company, and issues regarding the forthcoming requisitioned meeting.

What Physiomics actually does

Physiomics is a specialised life sciences consultancy that works with companies developing new drugs. At its core, the business helps drug developers make better decisions about how they design and run studies.

The company operates across two main areas.

That combination matters. Drug development is expensive, time-consuming and high risk. The more rigorously a company can model likely outcomes and build trials correctly from a statistical standpoint, the better its chances of generating meaningful data and navigating the regulatory process successfully.

In simple terms, Physiomics is there to help clients ask the right questions before they spend serious money answering them.

Why mathematical modelling and biostatistics matter in drug development

It is worth pausing on this, because companies like Physiomics can easily be misunderstood as niche technical advisers operating in the background.

In reality, their work sits close to the heart of pharmaceutical decision-making. A poorly designed trial can waste years. A weak statistical framework can undermine otherwise promising results. And if preclinical and clinical plans are not thought through properly, the cost of fixing mistakes later can be enormous.

That is why the company’s two-pronged offering is significant:

For drug developers, especially in challenging therapeutic areas such as oncology, that expertise can be highly valuable.

Signs the business is turning a corner

One of the most important points to emerge recently is that Physiomics appears to be at a positive inflection point.

The company has reported its highest-ever first-half income, up by around 50% on the comparable prior period. Market expectations are also for the business to deliver its highest-ever full-year income, and management has indicated that it believes the company remains on track to achieve that.

That is not a trivial development. In a market where many life sciences businesses have struggled for funding and momentum, a services company tied to that ecosystem inevitably feels the pressure too.

The logic is straightforward:

By that measure, the last few years have not been easy. Management has been candid in saying that the wider life sciences market, especially over the past five years, has created a difficult backdrop. So when stronger income figures start to come through, that is naturally seen as evidence that the business may be emerging from a tougher period.

The phrase used was that the company feels like it is "turning a corner", and the recent numbers are being presented as proof of that shift.

The wider market backdrop for life sciences consultancies

To understand why recent progress matters, it helps to appreciate the commercial reality of a business like Physiomics.

This is not a company that develops and sells its own blockbuster drug. It provides highly specialised consultancy services to clients who are themselves trying to advance drug programmes. That means demand for Physiomics' expertise is linked to confidence, budgets and capital availability across the biotech and pharma landscape.

When funding conditions tighten, even capable drug developers may delay projects, reduce outsourced work or scale back trial activity. That can hit revenue visibility for service businesses, regardless of the quality of the service provided.

Against that backdrop, a strong first-half performance and confidence in a record year carry added significance. They suggest not just resilience, but possible operational momentum.

The share price has improved too, but that is not the whole story

Alongside the operational improvement, Physiomics' share price has also seen a notable rebound, rising by around 66% year to date at the time of discussion.

In ordinary circumstances, that would probably be taken as a clear signal that sentiment around the company is improving. But the picture is complicated by corporate governance developments, namely a requisition notice from activist shareholder Mike Whitlow.

That requisition has created a situation where improving business performance is happening at the same time as a challenge to the current board.

So while there may be genuine momentum in the underlying business, there is also uncertainty about who should be steering it.

What the requisition notice means

The requisition notice would, if passed, replace the current board with a new board.

Management’s position is clear: it does not believe that outcome would be in the best interests of the company.

The immediate practical consequence is that shareholders have been asked to vote at a general meeting. The chairman’s strongest message on this point is simple and democratic: shareholders should vote.

Whatever position an investor takes, the emphasis is on participation. This is being framed not as a routine procedural matter, but as a genuinely consequential decision about the company’s future direction and governance.

That is an important distinction. Boardroom disputes can sometimes appear remote or technical. Here, the argument is that the vote could materially affect how the company is run at a delicate stage in its development.

Why management says this is the wrong time to “rock the boat”

The timing is at the centre of the board’s response.

The current leadership’s view is that this challenge is arriving just as the company is beginning to show evidence of a turnaround. In other words, if the business is finally moving towards stronger revenue and a better trajectory, this may be precisely the wrong moment to disrupt leadership and strategy.

That argument rests on a few connected ideas:

The phrase “rock the boat” captures the concern neatly. A business that has spent years navigating a difficult market and is now seeing signs of recovery may not benefit from abrupt upheaval, particularly if the alternative leadership has not set out a clear and credible plan.

The board’s objections to the proposed replacement directors

Management’s opposition is not based only on timing. It has also raised several specific concerns about the individuals named in the requisition notice.

1. Lack of clearly relevant life sciences services experience

One criticism is that the proposed directors do not appear, from the current board’s perspective, to have the right experience in life sciences services.

That point matters because Physiomics operates in a specialist technical area. This is not a generic consultancy business. It works at the intersection of mathematical modelling, clinical development and biostatistics. Running such a company effectively may require sector-specific understanding, not just general boardroom experience.

2. No clear plan has been presented

Another issue is the lack of an articulated strategy.

The current board says it has seen no evidence of a plan, not even at a high level, explaining what the replacement board would actually do with the company.

That absence of detail is central to the concern. Replacing a board is one thing. Explaining the strategy that would follow is another. Without that second piece, shareholders are effectively being asked to back change without a roadmap.

3. Concerns about independence

The board has also highlighted governance concerns. Specifically, it says the proposed individuals are all connected parties in some way, either through previous or current working relationships.

From a governance standpoint, that raises the question of board independence. Best practice generally favours having independent directors who can challenge each other, think autonomously and avoid groupthink.

If all proposed appointees are closely connected, the argument is that this could weaken the balance and independence expected of a well-run board.

The central problem: shareholders are being asked to choose without enough detail

Perhaps the most striking concern is also the simplest one: nobody really knows what the incoming group would do if it took control.

That uncertainty sits at the heart of management’s case against the requisition. The issue is not merely whether change is good or bad in principle. It is whether shareholders should support a board replacement when the intended strategy has not been laid out.

As framed by the current leadership, that creates an asymmetrical choice:

From that perspective, the proposed change looks less like a defined alternative and more like a leap into the unknown.

That is really the essence of the argument.

Could the new group still have good intentions?

To be fair, the current board has not claimed that the requisitioning group intends to damage the company. In fact, the stated hope is that they are interested because they see real potential in Physiomics and want to continue building on the progress already made.

But hope is not the same as certainty.

Without a clearly stated strategy, the board’s position is that shareholders are being asked to make a consequential decision based on assumptions rather than evidence. And in a listed company, particularly one operating in a specialist and commercially sensitive field, that may not be enough.

What shareholders are being asked to do

The practical takeaway is very clear. Shareholders are being urged to participate in the vote at the general meeting.

The board’s formal recommendation is that the resolutions should be rejected. But beyond that recommendation, there is a broader appeal to engagement. This is being presented as one of those moments when shareholders can directly influence the direction of the company.

The message is not complicated:

In governance terms, that is the crux of it. A listed company only functions properly when shareholders take an active interest in major decisions, especially when those decisions concern leadership, strategy and accountability.

The bigger picture for Physiomics

Strip away the corporate drama, and the underlying story is a relatively straightforward one.

Physiomics is a specialist life sciences consultancy working in mathematical modelling and biostatistics for drug development. It has come through a difficult period for the wider life sciences sector and is now reporting stronger financial performance, with signs that it could deliver a record year.

At exactly that moment, it faces an activist-led attempt to replace the board.

Management’s view is that this is the wrong intervention at the wrong time. The company says it is making progress, the business environment is becoming more supportive, and a disruptive governance change without a clearly articulated alternative plan would introduce unnecessary risk.

Whether shareholders agree is, of course, a matter for them. But the issues at stake are now clear:

Those are not side issues. They go to the heart of whether Physiomics can build on its recent progress and sustain the upward trajectory management believes is now underway.