Jean-Jacques Bienaimé
INCYTEAbout Jean‑Jacques Bienaimé
Independent director of Incyte Corporation since 2015; age 71. Former CEO and Chair of BioMarin Pharmaceutical (CEO May 2005–Nov 2023; Chair Jun 2015–Nov 2023), with prior CEO roles at Genencor and SangStat, and senior commercial leadership at Rhône Poulenc Rorer (Sanofi). Serves on Incyte’s Compensation Committee (Chair) and Nominating & Corporate Governance Committee; identified by the Board for significant biopharma leadership, commercialization, and regulatory experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Chief Executive Officer; Chair of the Board | CEO: May 2005–Nov 2023; Chair: Jun 2015–Nov 2023 | Led growth and commercialization; Board leadership |
| Genencor | Chair, CEO & President | Nov 2002–Apr 2005 | Led biotechnology operations in industrial bioproducts and cancer biotherapeutics |
| SangStat Medical Corporation | Chair, President & CEO | President 1998; CEO 1999 (later acquired by Genzyme) | Built immunology-focused biotech; exit via acquisition |
| Rhône Poulenc Rorer (now Sanofi Aventis) | SVP Corporate Marketing & BD; VP/GM Oncology | 1992–1998 | Senior commercial leadership in oncology and advanced therapeutics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Immunome, Inc. | Director | Current | Public company board |
| Keros Therapeutics, Inc. | Director | Current | Public company board |
| BioMarin Pharmaceutical Inc. | Director/Chair (past) | 2005–2024 | Past 5 years board service concluded in 2024 |
| Biotechnology Innovation Organization | Director | Current | Industry association role |
Board Governance
- Independence: Incyte Board determined all directors other than the CEO are independent; Bienaimé is listed as independent .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee activity: Compensation Committee met 7 times in 2024; Nominating & Corporate Governance met 9 times .
- Attendance: Board held six meetings in 2024; all directors attended all four regular meetings; no director attended fewer than 86% of total Board/committee meetings .
- Overboarding policy compliance: Bienaimé has three total public-company board commitments (including Incyte), below the policy maximum of four for non‑CEO directors .
Fixed Compensation
| Component | Policy Amounts (FY2024 unless noted) | Bienaimé Actual FY2024 |
|---|---|---|
| Non‑employee director annual cash retainer | $60,000 | $60,000 (included in Fees Earned) |
| Lead Independent Director retainer | $100,000 (not applicable) | N/A |
| Compensation Committee Chair fee | $25,000 | $25,000 (included in Fees Earned) |
| Nominating & Corp Gov Committee member fee | $9,000 in 2024; increased to $10,000 effective Jan 1, 2025 | $9,000 (included in Fees Earned) |
| Audit & Finance Committee member fee | $12,500 in 2024; $13,500 effective Jan 1, 2025 (not applicable) | N/A |
| Science & Technology Committee member fee | $10,000 (not applicable) | N/A |
| FY2024 Fees Earned or Paid in Cash | — | $94,000 |
Performance Compensation
- Equity program for directors redesigned to target value grants; annual target value set at $400,000 for 2024–2025, delivered 60% stock options / 40% RSUs; options term 10 years; awards vest in full on the first anniversary or immediately prior to the next annual meeting .
- FY2024 Bienaimé equity received: RSU grant date fair value $169,630; option grant date fair value $254,522; total equity $424,152; total compensation $518,152 .
| Equity Metric | FY2024 Value/Terms |
|---|---|
| Annual grant target value | $400,000 |
| Mix | 60% options / 40% RSUs |
| RSU grant date fair value (Bienaimé) | $169,630 |
| Option grant date fair value (Bienaimé) | $254,522 |
| Vesting | Full vest by next annual meeting or 1-year anniversary |
| Option term | 10 years |
Note: Directors do not receive performance share units; no disclosed performance metrics tied to director equity (equity is time‑based) .
Other Directorships & Interlocks
| Company | Overlap/Interlock with Incyte | Potential Conflict Disclosure |
|---|---|---|
| Immunome, Inc. | None disclosed in related‑party section | No related transactions disclosed |
| Keros Therapeutics, Inc. | None disclosed | No related transactions disclosed |
| BioMarin Pharmaceutical Inc. (past) | None disclosed | No related transactions disclosed |
Expertise & Qualifications
- Biopharma industry, operational leadership, commercial, drug discovery/development/regulatory, and financial expertise (Board skills matrix) .
- Multi‑decade CEO/Chair track record scaling BioMarin; prior senior roles at Genencor, SangStat, and Rhône Poulenc Rorer (Sanofi) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 142,254 (<1%) | |
| Shares included within 60 days (RSUs/options) | 126,761 | |
| Unvested RSUs outstanding (12/31/2024) | 2,830 | |
| Unexercised options outstanding (12/31/2024) | 153,931 | |
| Shares outstanding (record date) | 193,569,840 | |
| Hedging/pledging | Prohibited by policy (directors and employees) |
Governance Assessment
- Strengths: Independent status; Compensation Committee chair with authority over pay design and use of independent consultant (Compensia), supporting pay-for-performance discipline and limiting consultant conflicts; robust anti‑hedging/pledging, proxy access, majority voting, and regular executive sessions enhance oversight quality .
- Engagement: Committee cadence (7 Compensation; 9 Nominating & Governance in 2024) and Board attendance thresholds met; annual election maintains accountability .
- Alignment: Meaningful equity holdings and annual director equity grants that vest with continued service; non‑employee director ownership guidelines (6× annual cash retainer) apply, with the company stating all directors have met or are within the compliance window .
- Conflicts/Red flags: No related‑party transactions disclosed involving Bienaimé; overboarding count at 3 is within policy; no pledging/hedging permitted. No director‑specific controversies disclosed; company historically receives annual say‑on‑pay approvals, indicating broader investor support for compensation governance .