Willard Dere
BIOMARIN PHARMACEUTICALAbout Willard Dere
Willard H. Dere, M.D., age 71, has served on BioMarin’s Board since July 2016. He is Professor Emeritus of Internal Medicine at the University of Utah and Chief Advisor to the CEO and Chief Medical Officer (part-time) at Angitia Biopharmaceuticals, with 25 years of prior biopharma experience at Amgen and Eli Lilly. He chairs BioMarin’s Science & Technology Committee and brings deep expertise in clinical trial research and translating basic science into therapies. He holds a B.A. and M.D. from UC Davis and trained in Internal Medicine at the University of Utah and in Endocrinology/Metabolism at UCSF .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Utah Health Sciences | Professor of Internal Medicine; B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research; Co‑Director, Utah Clinical and Translational Science Institute; Co‑Director, Center for Genomic Medicine; Associate Vice President for Research | Nov 2014 – Jun 2022 | Multiple senior academic leadership roles |
| Amgen, Inc. | Various senior roles | ~25 years (pre‑2014) | Biopharma leadership across R&D and clinical development |
| Eli Lilly and Company | Various roles | Part of 25‑year industry tenure (pre‑2014) | Biopharma leadership |
| Ocera Therapeutics, Inc. | Director | Until Dec 2017 | Board service through acquisition by Mallinckrodt PLC |
| Radius Health, Inc. | Director | Until Aug 2022 | Board service through acquisition by private equity |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Angitia Biopharmaceuticals (private) | Chief Advisor to CEO and Chief Medical Officer (part‑time) | Current | Strategic/clinical guidance |
| Mersana Therapeutics, Inc. | Director | Current | Public biopharma board service |
| Seres Therapeutics, Inc. | Director | Current | Public biopharma board service |
| Metagenomi, Inc. | Director | Current | Public biopharma board service |
| Utah Clinical and Translational Science Institute | External Advisory Board member | Current | Advisory oversight |
| California Institute of Regenerative Medicine | Grants Working Group member | Since 2014 | Grant review expertise |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Independent director; BioMarin states all current directors/nominees are independent except CEO Alexander Hardy |
| Committees | Science & Technology Committee (Chair); Compensation Committee (Member); Transactions & Strategy Committee (Member) |
| Committee Meetings (2024) | Science & Technology: 4; Compensation: 8; Transactions & Strategy: 0 (committee established Oct 2024) |
| Board Meetings/Attendance (2024) | Board met 10 times; each Board member attended at least 75% of Board and applicable committee meetings; all 11 nominees attended the 2024 Annual Meeting |
| Director engagement tools | Annual Board/committee self‑evaluations; independent advisors; regular executive sessions of independent directors |
| Anti‑hedging/pledging | Prohibits short‑sales, options, hedging, margin and pledging by directors and employees |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – All Independent Directors | $65,000 | Program maintained; unchanged in 2024 relative to prior years |
| Independent Chair premium | $80,000 | Premium increased by $15,000 in 2024 following separation of Chair/CEO roles |
| Audit Committee – Chair | $26,500 | Chair retainer inclusive of membership retainer |
| Audit Committee – Member | $13,500 | Membership retainer |
| Compensation Committee – Chair | $24,000 | Increased from $20,000 in late 2024 |
| Compensation Committee – Member | $12,000 | Increased from $10,000 in late 2024 |
| Corporate Governance & Nominating – Chair | $20,000 | Chair retainer inclusive of membership retainer |
| Corporate Governance & Nominating – Member | $10,000 | Membership retainer |
| Science & Technology – Chair | $20,000 | Chair retainer inclusive of membership retainer |
| Science & Technology – Member | $10,000 | Membership retainer |
| Transactions & Strategy – Chair | $26,500 | Established Oct 2024; workload aligned to prior Strategic & Operating Review Committee |
| Transactions & Strategy – Member | $13,500 | Established Oct 2024 |
| Meeting fees | None | Company does not pay per‑meeting fees to directors |
Performance Compensation
| Equity Element | Value/Structure | Vesting | Notes |
|---|---|---|---|
| Annual director RSU grant | $400,000 fixed value per re‑elected director | Vests in full immediately prior to next Annual Meeting (~1 year) subject to service | Share count determined by 30‑day trailing average price; new directors receive pro‑rated RSUs |
| 2024 RSUs to non‑employee directors (aggregate) | 49,560 RSUs | Annual grants at 2024 meeting | RSU‑only since 2017 (stock options eliminated) |
| Deferred compensation elections | Available | Directors may defer fees and RSU awards under the Nonqualified Deferred Compensation Plan | Deferrals taxable upon distribution; program mechanics disclosed |
Note: BioMarin uses RSUs only for director equity since 2017; no performance metrics (e.g., TSR, EBITDA) are tied to director equity—awards are service‑based and time‑vested .
Other Directorships & Interlocks
- Current public boards: Mersana Therapeutics, Seres Therapeutics, Metagenomi .
- Potential interlocks/conflicts: Company reports no related party transactions >$120,000 since Jan 1, 2024 involving directors; Audit Committee pre‑approves related party transactions per policy .
- Governance mitigants: Anti‑hedging/pledging policy; independent committee membership; ability to retain outside advisors .
Expertise & Qualifications
- Education: B.A., M.D. (UC Davis); residencies/fellowships at University of Utah and UCSF (Endocrinology/Metabolism) .
- Technical/industry: R&D leadership; clinical trial research; translation of basic science to therapies; IP/technology strategy via S&T Committee .
- External scientific governance: CIRM Grants Working Group member since 2014; Utah CTSI advisory board .
Equity Ownership
| Metric (as of Mar 14, 2025) | Amount |
|---|---|
| Shares beneficially owned (direct/indirect) | 27,580 |
| Shares subject to options and RSUs (vesting/exercisable within 60 days) | 14,790 |
| Total beneficial shares (incl. near‑term exercisable/vesting) | 42,370 |
| % of shares outstanding | <1% (asterisked in proxy) |
| RSU awards held as of Dec 31, 2024 | 4,720 |
| Stock options (legacy, granted pre‑2017) | 14,790 |
| Ownership guidelines | Directors must hold value ≥ 5× cash retainer or lesser of 10,000 shares and unvested RSUs; company states all directors/NEOs (except those joining since Dec 2023) were in compliance as of Dec 31, 2024 |
Director Compensation (Actuals)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 95,000 | 385,438 | — | 480,438 |
| 2024 | 98,000 | 365,045 | — | 463,045 |
Program context: Annual RSU grant fixed at $400,000 value; year‑to‑year reported grant date fair value varies with stock price (ASC 718). Director compensation mix is heavily equity‑weighted; no stock options since 2017; no meeting fees .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Form | Code | Description | Source |
|---|---|---|---|---|---|
| 2025‑05‑22 | 2025‑05‑20 | 4 | A | Stock Award (Grant) to Director |
Governance Assessment
- Committee leadership and engagement: Dere chairs the Science & Technology Committee (4 meetings in 2024), sits on Compensation (8 meetings) and Transactions & Strategy (est. Oct 2024; 0 meetings in 2024), indicating deep involvement in R&D oversight, human capital/compensation governance, and strategic transactions .
- Independence and attendance: He is independent; Board met 10 times in 2024; every director met ≥75% attendance thresholds; all nominees attended the 2024 Annual Meeting—supportive of engagement and board effectiveness .
- Alignment and safeguards: Equity grants are RSU‑only with one‑year vesting tied to continued service; stock ownership guidelines at 5× cash retainer; anti‑hedging/pledging policy; plan prohibits option repricing without stockholder approval—strong alignment and risk controls .
- Compensation structure signals: Heavy equity mix; no per‑meeting fees; modest increases to Compensation Committee retainers in 2024; independent consultant benchmarks director pay against the executive compensation peer group—process rigor and pay governance .
- Conflicts/related parties: Company discloses no related‑party transactions involving directors since Jan 1, 2024; Audit Committee oversees related‑party review. Multiple external biopharma directorships raise typical information‑flow considerations but formal policies mitigate conflicts .
RED FLAGS
- None disclosed related to Dere: no related‑party transactions; no pledging or hedging permitted; no option repricing permitted without stockholder approval .
- Monitoring item: Concurrent service on other public biopharma boards (Mersana, Seres, Metagenomi) warrants ongoing review for potential competitive sensitivities; BioMarin’s policies and Audit Committee oversight are in place .
Overall: Dere’s extensive R&D leadership and committee roles support board effectiveness in science and strategy. Compensation and ownership policies are aligned with investor interests, and independence, attendance, and governance practices appear robust based on proxy disclosures .