Bernadette Connaughton
Director at HALO
Board
About Bernadette Connaughton
Bernadette Connaughton (age 66) is an independent director of Halozyme Therapeutics, Inc., serving since 2018 and currently chairing the Compensation Committee. She brings 30+ years of global biopharma commercial leadership, including senior roles at Bristol‑Myers Squibb, and holds a BA from Johns Hopkins University and an MBA from The Wharton School. She is slated to continue in office until the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | President, China, LATAM, CEE, Middle East | 2004–Oct 2017 (senior management roles across period) | Led multi‑year commercialization strategies for oncology, virology, immunology products (Opdivo, Yervoy, Sprycel, Daklinza, Orencia) |
| Bristol‑Myers Squibb | President, European Markets, Canada & Australia | Prior to above | Built consistent track record of sales growth and profitability across regions |
| Bristol‑Myers Squibb | President, Intercontinental; President, Japan/Pacific Rim/Australia/Canada | Prior to above | International leadership and operational transformation |
| Bristol‑Myers Squibb | SVP, Cardiovascular & Metabolic BU (U.S.); SVP, Primary Care Marketing (U.S.) | Prior to above | Therapeutic area breadth: cardiovascular, metabolic, virology, oncology |
| EFPIA | Member, Patient Access and European Markets Committees | 2014–2016 | Policy engagement in European market access |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Editas Medicine, Inc. | Director | Current | Clinical-stage biotechnology company |
| Zealand Pharma A/S | Director | Current | Biotechnology company |
| Syneos Health Inc. | Director | Recent past | Biopharmaceutical services company (prior board experience) |
Board Governance
- Committee assignments: Chair, Compensation Committee; not a member of Audit or Nominating/Governance .
- Independence: All Compensation Committee members, including Connaughton, meet NASDAQ independence and Rule 16b‑3 “non‑employee director” definitions .
- Attendance/engagement: Board held 11 meetings in FY2024; each director attended at least 75% of Board/committee meetings during their service period. Compensation Committee met 5 times; Audit Committee met 5 times .
- Board leadership: CEO and Chair roles are separated; the Board holds executive sessions of independent directors at each regularly scheduled meeting .
| Governance Attribute | Detail |
|---|---|
| Years of service | Director since 2018 |
| Current committee chair | Compensation Committee Chair |
| Board/Committee meetings FY2024 | Board: 11; Compensation: 5; Audit: 5 |
| Attendance threshold met | ≥75% for each director (including Connaughton) |
| Independence | Non‑employee director; Compensation Committee independent |
| Executive sessions | Independent directors meet each regular Board meeting |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $70,000 | Comprises $50,000 base Board retainer plus committee fees (Comp Committee Chair retainer: $20,000) consistent with program; actual FY2024 cash paid was $70,000 |
| Annual Audit Committee retainer | $15,000 (Chair $30,000) | Not applicable to Connaughton (not on Audit) |
| Annual Compensation Committee retainer | $10,000 (Chair $20,000) | Connaughton is Chair (eligible for $20,000) |
| Annual Nominating/Governance retainer | $5,000 (Chair $10,000) | Not applicable to Connaughton |
The company does not pay per‑meeting fees; compensation is via retainers and equity .
Performance Compensation
| Equity Award Type | FY2024 Grant Value | Vesting/Exercisability | Change‑of‑Control Treatment |
|---|---|---|---|
| Restricted Stock Units (RSUs) | ~$250,000 | Vests in full on earlier of 1st anniversary of grant or next annual meeting | Subject to acceleration upon a change of control |
| Stock Options | ~$150,000 | Same vesting schedule; vested options generally exercisable for 3 years post‑service (subject to earlier option term end/CoC) | Subject to acceleration upon a change of control |
| FY2024 Director Equity Reported | Amount |
|---|---|
| Stock Awards (grant‑date fair value) | $250,028 |
| Stock Options (grant‑date fair value) | $150,009 |
- Compensation mix signal: Equity comprised ~$400,037 of $470,037 total FY2024 compensation (~85% equity), indicating strong pay‑for‑alignment emphasis for non‑employee directors .
Other Directorships & Interlocks
| Company | Sector Relationship to HALO | Potential Interlock Notes |
|---|---|---|
| Editas Medicine | Biotech | Overlapping industry exposure; no related party transactions disclosed by HALO |
| Zealand Pharma | Biotech | Overlapping industry exposure; no related party transactions disclosed by HALO |
| Syneos Health (prior) | Services to biopharma | Prior board; no HALO related party transactions disclosed |
Related‑party transactions: None requiring disclosure since the start of the last fiscal year; Audit Committee reviews and approves any related party transactions .
Expertise & Qualifications
- Pharma commercial leadership and operations; international business; human capital management .
- 30+ years at Bristol‑Myers Squibb across U.S. and international markets with multi‑therapeutic commercialization track record .
- Education: BA, Johns Hopkins University; MBA, The Wharton School (University of Pennsylvania) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 4, 2025) | 66,962 shares | Less than 1% of shares outstanding; includes shares acquirable within 60 days per SEC rules |
| Options outstanding | 8,804 | Aggregate number; exercisability split not disclosed |
| Unvested stock awards | 6,501 | Aggregate number of unvested RSUs |
| Vested deferred stock units | 14,271 | Under Directors’ Equity Deferral Plan |
| Director stock ownership guideline | ≥5x base annual retainer | Compliance expected within 5 years of election/appointment; same retention requirements as executive guidelines |
| Hedging/pledging policy | Restricted | Insider‑trading prohibitions restrict hedging and pledging; company maintains recoupment policy |
| Deferred compensation elections | Available | Cash Deferral Plan and Directors’ Equity Deferral Plan enable deferral and/or conversion of retainers to RSUs; distribution upon end of service or earlier CoC per plan elections |
Compensation Committee Analysis (Structure & Process)
- Committee composition: Chair Connaughton; members Barbara Duncan and Connie Matsui; all independent per NASDAQ and Rule 16b‑3 .
- Independent compensation consultant: FW Cook retained solely for compensation advisory; assessed independent with no conflicts in 2024. Activities included peer group selection, compensation mix/levels review, LTI design, director pay recommendations .
- Peer group changes (2024): Adds—BeiGene, Insmed, PTC Therapeutics; Removal—Agios Pharmaceuticals based on revenue/market cap criteria .
- Risk controls: Annual compensation risk assessment; stock ownership guidelines; vesting periods; hedging/pledging restrictions; recoupment; committee discretion on payouts. Risks not reasonably likely to have a material adverse effect .
Governance Assessment
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Strengths:
- Independent director with deep global biopharma commercialization experience; education from tier‑one institutions .
- Serves as Compensation Committee Chair with documented use of an independent consultant and active oversight of risk and peer group rigor .
- Strong alignment: ~85% of FY2024 director compensation in equity; RSU/option vesting tied to continued service with CoC protections; stock ownership guidelines at 5x retainer .
- Board governance quality: separated Chair/CEO; regular executive sessions; committees actively engaged; attendance threshold met .
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Potential risks/monitorables:
- Multi‑board commitments (Editas Medicine, Zealand Pharma) can increase time demands; monitor ongoing attendance and committee workload to ensure sustained engagement .
- Industry overlap is common in biotech; while HALO discloses no related‑party transactions, continue monitoring for potential interlocks or commercial relationships at portfolio companies .
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Red flags identified: None disclosed regarding related‑party transactions, hedging/pledging, or attendance shortfalls for FY2024 .