Robert J. Hombach
BIOMARIN PHARMACEUTICALAbout Robert J. Hombach
Independent director since September 2017; age 59. Former EVP, CFO & COO of Baxalta Inc. (spun out of Baxter International), after serving as Baxter’s CFO, Treasurer, and finance leader across EMEA and corporate functions. MBA from Northwestern University (Kellogg) and B.S. in Finance (cum laude) from University of Colorado. Designated “audit committee financial expert” by the Board based on public company CFO experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxalta Inc. | EVP, CFO & COO | Through June 2016 (prior to Shire acquisition) | Led finance and operations at a newly spun biopharma; public company CFO credentials underpin “financial expert” status |
| Baxter International Inc. | VP & CFO; Treasurer; VP Finance EMEA | CFO: Jun 2010–Jul 2015; Treasurer: 2007–2011; VP Finance EMEA: 2004–2007 | Finance leadership across treasury, regional finance, manufacturing/ops and corporate planning |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Embecta Corporation | Director | Current | Diabetes-focused public company; no BioMarin-related party transactions disclosed |
| Henry Schein, Inc. | Director | Current | Dental/medical supply public company; no BioMarin-related party transactions disclosed |
| Seaport Therapeutics, Inc. | Director | Current (private) | Private biopharma; CGN Committee oversees director external roles to screen conflicts |
| Aptinyx Inc. | Director | Former (May 2018–Jun 2023) | Public biotech (former) |
| CarMax, Inc. | Director | Former (Apr 2018–Jun 2022) | Public company (former) |
| Naurex, Inc. | Director | Former (pre-2015 sale to Allergan) | Private pharma (former) |
Board Governance
- Independence: Board determined all directors except CEO are independent; Hombach is independent .
- Committee leadership: Chair, Audit Committee; member, Compensation Committee .
- Audit financial expert: Board determined Hombach qualifies as “audit committee financial expert” (SEC definition) .
- Attendance: The Board held 10 meetings in 2024; each director attended ≥75% of Board and committee meetings; all nominees attended the 2024 Annual Meeting .
- Committee activity in 2024: Audit (8 meetings), Compensation (8 meetings). Hombach chaired Audit and served on Compensation .
- Governance practices relevant to investors: Separate independent Chair/CEO, majority voting standard adopted in 2025, regular executive sessions, 100% independent standing committees, stock ownership guidelines, clawback policy, anti-hedging/anti-pledging policy .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Cash fees | Aggregate fees earned by Hombach | $102,000 |
| Committee retainers (framework) | Audit Chair $26,500; Audit member $13,500; Compensation Chair $24,000; Compensation member $12,000; CGN Chair $20,000; CGN member $10,000; S&T Chair $20,000; S&T member $10,000; Transactions & Strategy Chair $26,500; member $13,500 | Committee schedule (program disclosure) |
| Equity award policy | Annual RSU grant to non-employee directors targeted at $400,000 fair value; converted using 30-day trailing average; vests in full before next annual meeting; new directors receive pro-rated RSUs; no meeting fees | Program terms |
Notes:
- Director equity awards use fixed-value RSUs; Board removed stock options for directors in 2017 .
- Independent Chair receives additional cash retainer ($80,000); not applicable to Hombach .
Performance Compensation
| Performance-linked element | Applies to Hombach (Director) | Metrics / Terms |
|---|---|---|
| Performance-based RSUs | Not used for directors | Director RSUs are service-based only (time vesting); no performance metrics; options eliminated since 2017 |
| Annual cash incentive | Not applicable to directors | No director cash incentives disclosed |
Other Directorships & Interlocks
| External Board | Potential Interlock with BioMarin | Conflict Handling |
|---|---|---|
| Embecta; Henry Schein; Seaport Therapeutics | No related-party transactions >$120k disclosed since Jan 1, 2024 | Audit Committee reviews/approves related party transactions; CGN Committee reviews board memberships of executives/directors to assess conflicts |
Expertise & Qualifications
- Deep finance/accounting and capital markets expertise; senior operating leadership in large biopharma (Baxalta/Baxter) .
- Audit committee financial expert designation reinforces oversight of financial reporting, controls, legal contingencies, and cybersecurity/data protection within Audit scope .
- Qualifications align with Board priorities in finance, risk oversight, and strategic transactions; Board skills matrix emphasizes finance/accounting among core competencies .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 30,500 | As of March 14, 2025 |
| RSUs held (12/31/2024) | 4,720 | Director RSUs outstanding at year-end |
| Stock options | None | Directors since 2017 do not receive options; Hombach joined after 2017 |
| Ownership % of outstanding shares | <1% | Aggregate table shows “*” less than 1% for individuals |
| Pledging/Hedging | Prohibited | Anti-hedging and anti-pledging policy applies to directors |
| Ownership guidelines | 5x cash retainer or lesser of 10,000 shares and unvested RSUs | Directors expected to comply; as of 12/31/2024, all directors except those who joined since Dec 2023 were compliant (Hombach joined 2017) |
Insider Filings / Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) timeliness | No late filings disclosed for Hombach | One late filing in 2024 disclosed for Chair Meier; none for other directors named |
Governance Assessment
- Board effectiveness: Hombach anchors Audit Committee with relevant CFO experience and “financial expert” status, enhancing investor confidence in oversight of reporting, internal controls, and cybersecurity/data protection .
- Engagement: Active committee service (Audit Chair; Compensation member) and Board-wide attendance ≥75% amid robust meeting cadence (Board 10; Audit 8; Compensation 8) signal strong engagement .
- Alignment: Director compensation is predominately equity via service-based RSUs with stock ownership guidelines; no director options and anti-hedging/anti-pledging policy reduce misalignment risk .
- Conflicts: No related-party transactions involving directors (including Hombach) above disclosure threshold; CGN and Audit committees formally oversee conflicts and related-party reviews .
RED FLAGS
- None disclosed specific to Hombach: no related-party transactions, no pledging/hedging, no late Section 16 filings, no meeting attendance shortfalls reported .
Overall implication: Hombach’s finance and operational background, combined with his Audit Chair role and “financial expert” designation, supports strong board oversight of financial integrity and enterprise risk. Compensation structure and ownership policies reinforce alignment; absence of conflicts or filing issues is supportive of governance quality .