Barbara W. Bodem
BIOMARIN PHARMACEUTICALAbout Barbara W. Bodem
Independent director of BioMarin Pharmaceutical Inc. since December 2023; age 57. Former interim CFO of Dentsply Sirona (Apr–Oct 2022), CFO of Hill‑Rom (2018–2021), and SVP Finance at Mallinckrodt (2015–2018), with earlier finance roles at Hospira and Eli Lilly, reflecting deep finance and accounting expertise. She holds a B.S. in Finance and an M.B.A. from Indiana University . The Board lists her as an independent director nominee and member of Board committees (see Board Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentsply Sirona Inc. | Interim Chief Financial Officer | Apr 2022 – Oct 2022 | Senior finance stewardship during transition |
| Hill‑Rom Holdings, Inc. | Senior Vice President & Chief Financial Officer | 2018 – 2021 | Led finance function until acquisition by Baxter |
| Mallinckrodt Pharmaceuticals | Senior Vice President, Finance | 2015 – 2018 | Senior finance leadership |
| Hospira, Inc. | Senior finance roles | Not disclosed | Prior finance leadership experience |
| Eli Lilly and Company | Senior finance roles | Not disclosed | Early career finance roles |
External Roles
| Organization | Role | Type | Tenure/Status |
|---|---|---|---|
| Enovis Corp. | Director | Public company | Current |
| Option Care Health, Inc. | Director | Public company | Current |
| BiomEdit LLC | Board member | Private company | Current |
| NorthStar Medical Radioisotopes | Board member | Private company | Current |
| Nature Conservancy of Indiana | Board member | Non‑profit | Current |
| Syneos Health, Inc. | Director | Public company | Within past 5 years (former) |
| Turning Point Therapeutics, Inc. | Director | Public company | Within past 5 years (former) |
| Invacare Corporation | Director | Public company | Former (date not specified) |
Board Governance
- Independence: Board and committee compositions designate all committee members as independent; Bodem serves on Board committees as an independent director .
- Committees and roles:
- Audit Committee: Member; 8 meetings in 2024; all members independent; Audit Committee financial expert is Robert J. Hombach (not Bodem) .
- Corporate Governance & Nominating (CGN) Committee: Member; 10 meetings in 2024; all members independent .
- Attendance: The Board held 10 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings; all 11 director nominees attended the 2024 Annual Meeting .
- Engagement signals: Bodem signed the 2024 Audit Committee Report recommending inclusion of audited financials in the 10‑K, indicating active Audit Committee participation .
- Governance framework: Majority voting standard for uncontested director elections adopted in 2025; independent Chair separate from CEO; regular executive sessions of independent directors .
| Committee | Role | Meetings in 2024 | Independence | Chair? |
|---|---|---|---|---|
| Audit | Member | 8 | All members independent | No |
| Corporate Governance & Nominating | Member | 10 | All members independent | No |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $96,125 | Earned in 2024; paid quarterly; reflects base director retainer plus committee memberships (no per‑meeting fees) |
| Equity (RSUs) – grant date fair value | $365,045 | RSUs granted at 2024 Annual Meeting; fixed‑value program; vests in full immediately prior to the next annual meeting (~1‑year cliff) |
| Stock options | $0 | No options granted to directors since 2017; Bodem joined after 2017 |
| Deferred compensation eligibility | Eligible | Directors may defer fees and RSUs under Nonqualified Deferred Compensation Plan |
Policy reference points:
- Committee retainers applicable to Bodem’s roles: Audit member $13,500; CGN member $10,000; no per‑meeting fees .
- Annual equity program for re‑elected directors uses a fixed value of $400,000 in RSUs (converted using 30‑day trailing average price) .
Performance Compensation
| Element | Structure | Metrics | Payout Determination |
|---|---|---|---|
| Director RSUs | Time‑based only | None (not performance‑based) | Vest in full before next annual meeting, subject to continued service |
Non‑employee director compensation does not include performance‑conditioned awards; equity is delivered as time‑vesting RSUs only .
Other Directorships & Interlocks
| Company | Listing Status | Role | Potential BioMarin Conflict/Related‑Party Exposure |
|---|---|---|---|
| Enovis Corp. | Public | Director | No related‑party transactions >$120,000 disclosed since Jan 1, 2024 |
| Option Care Health, Inc. | Public | Director | No related‑party transactions >$120,000 disclosed since Jan 1, 2024 |
Policies and findings:
- Related‑party transactions are reviewed/approved by the Audit Committee; none involving directors exceeded $120,000 since Jan 1, 2024 (other than previously disclosed arrangements with former CEO) .
- Company policy prohibits lending to directors and executive officers; none outstanding .
Expertise & Qualifications
- Finance and accounting expertise from CFO and senior finance roles at Dentsply Sirona, Hill‑Rom, Mallinckrodt, Hospira, and Eli Lilly .
- Board experience across biotech/medtech and healthcare services; current directorships at Enovis and Option Care Health .
- Education: B.S. (Finance) and M.B.A., Indiana University .
- Board nominated her for “financial and accounting expertise” and service on boards of biotech/pharma organizations .
Equity Ownership
| Item | Amount | As‑of | Notes |
|---|---|---|---|
| Shares beneficially owned | 2,180 | Mar 14, 2025 | Direct/indirect ownership; <1% of shares outstanding |
| RSU awards outstanding (aggregate units) | 4,720 | Dec 31, 2024 | Director RSUs reported outstanding at year‑end 2024 |
| Options (exercisable/unexercisable) | 0 / 0 | Dec 31, 2024 | No director options granted since 2017; Bodem joined after 2017 |
| Ownership guidelines (directors) | 5x cash retainer or lesser of 10,000 shares and unvested RSUs | Policy | Increased to 5x in 2022; value calculated using 12/31/24 price |
| Compliance window for new directors | 3 years | Policy | Newly appointed/elected directors have three years to comply; those joining since Dec 2023 are within window |
| Anti‑hedging/anti‑pledging | Prohibited | Policy | Short sales, options, hedging, margin and pledging not allowed |
Governance Assessment
- Strengths: Independent director with deep CFO pedigree; active Audit and CGN Committee service; signatory to Audit Committee Report; board‑level safeguards include majority voting, independent chair, executive sessions, and independent committees .
- Alignment: Director pay is primarily equity via time‑vesting RSUs; stock ownership guideline at 5x cash retainer; anti‑hedging/anti‑pledging policy enhances alignment and reduces risk .
- Attendance/Engagement: Board met 10 times in 2024; all directors met ≥75% attendance; all nominees attended 2024 annual meeting .
- Conflicts/Red flags: No related‑party transactions involving directors above $120,000 since Jan 1, 2024; no indebtedness; no option repricing (plan prohibits repricing without shareholder approval); directors receive no stock options under current design. No pledging permitted under policy. No governance red flags identified specific to Bodem .
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