Arthur Ryan
Director at REGN
Board
About Arthur F. Ryan
Independent director of Regeneron since 2003; age 82. Former CEO and Chair of Prudential Financial (1994–2008), President/COO of Chase Manhattan Bank (1990–1994), and leader of Chase’s worldwide retail bank (1984–1990). He chairs the Corporate Governance & Compliance Committee, serves on the Audit Committee, and is deemed an audit committee financial expert; 2024 attendance was 7/7 Board, 9/9 Audit, and 5/5 Corporate Governance & Compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | Chief Executive Officer and Chair of the Board | 1994–2008 | Led major financial institution; public company CEO experience |
| Chase Manhattan Bank | President and Chief Operating Officer | 1990–1994 | Senior leadership in global banking |
| Chase Manhattan Bank | Head of Worldwide Retail Bank | 1984–1990 | Managed global retail operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Royal Bank of Scotland Group plc | Non‑executive Director | 2008–2013 | Financial services board experience |
| Citizens Financial Group, Inc. | Director | 2009–2019 | U.S. banking board experience |
Board Governance
- Independence: Board determined Mr. Ryan is independent under Nasdaq listing standards; Audit Committee members (including Mr. Ryan) are independent under Nasdaq and SEC rules, and Mr. Ryan qualifies as an “audit committee financial expert” .
- Executive sessions: Independent directors hold executive sessions after each regularly scheduled board meeting, led by the Lead Independent Director .
- Committees and 2024 meetings:
- Corporate Governance & Compliance (Chair): 5 meetings; scope includes board composition, director compensation, governance practices, compliance oversight, and corporate responsibility .
- Audit (Member): 9 meetings; scope includes auditor selection, financial statements, internal controls, risk management, related party transactions, cybersecurity, AI, and succession planning in finance/IT/Facilities .
- Attendance (2024): Board 7/7; Audit 9/9; Corporate Governance & Compliance 5/5 .
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $120,000 | Program structure: $90,000 annual retainer; $10,000 retainer per standing committee; $10,000 additional retainer per committee chair; Lead Independent Director retainer $50,000 (not applicable to Mr. Ryan) . |
Performance Compensation
| Component | 2024 Program Target (Grant Date Fair Value) | 2024 Actual for Ryan (Grant Date Fair Value) |
|---|---|---|
| Stock Options | $480,000 (80% of total) | $479,846 |
| RSUs | $120,000 (20% of total) | $119,926 |
| Total | $600,000 per non‑employee director | $599,772 |
- Terms: Option exercise price equals fair market value on grant date; options generally expire after 10 years . Vesting: each equity award vests pro‑rata at the first annual meeting after grant, with remaining vesting on the one‑year anniversary; RSUs have mandatory deferral (generally until board service ends, 7th anniversary, or change in control), with optional longer deferrals permitted .
- Change‑in‑control: Director equity awards automatically fully vest on a change in control (each director may nullify acceleration to avoid excise tax) .
- Performance metrics: No TSR/revenue/EBITDA/ESG metrics disclosed for director awards; options deliver value only with post‑grant stock price appreciation; RSUs are time‑based with deferral .
Other Directorships & Interlocks
| Company | Relationship to REGN | Potential Interlock Risk |
|---|---|---|
| Royal Bank of Scotland Group plc (2008–2013) | No disclosed supplier/customer link | None disclosed in proxy sections reviewed |
| Citizens Financial Group, Inc. (2009–2019) | No disclosed supplier/customer link | None disclosed in proxy sections reviewed |
Expertise & Qualifications
- Skills identified: Industry experience; executive/leadership; business strategy/operations; financial expertise; public company CEO experience .
- Committee expertise: Audit Committee financial expert per SEC definition .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Beneficial ownership (Common Shares) | April 15, 2025 | 24,768 shares |
| Options outstanding | December 31, 2024 | 7,625 options |
| RSUs outstanding | December 31, 2024 | 1,382 RSUs |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Security | Quantity | Price/Strike | Post‑Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑01‑02 | Award | Non‑Qualified Stock Option | 1,958 | $719.37 | 1,958 options | |
| 2025‑01‑02 | Award | Common Stock (award) | 166 | $0.00 | 17,748 shares |
Policies impacting alignment:
- Insider trading policy maintained; prohibits hedging/pledging of securities; robust stock ownership guidelines exist (definition of “owned” shares for guideline purposes included) .
Governance Assessment
- Board effectiveness: Strong attendance, multi‑committee responsibilities, and audit financial expert designation support effective oversight in financial reporting, risk, and governance .
- Independence and conflicts: Board determined independence; Audit Committee reviews and approves related‑person transactions under a formal policy, with chair authority for urgent reviews; committee composition fully independent .
- Compensation alignment: Director pay emphasizes options (80%) to align with shareholder value creation; cash retainers below peer median, indicating cost discipline; independent consultant (Pay Governance LLC) retained since 2021 with annual independence review and no conflicts identified in 2024 .
- RED FLAGS:
- Single‑trigger acceleration for director equity upon change in control can be shareholder‑unfriendly relative to double‑trigger market norms; note directors may elect to nullify acceleration to avoid excise tax .
- Additional positives: Prohibition on hedging/pledging; robust clawback policy for executives; Audit Committee oversight of related‑party transactions and cybersecurity/AI risks .