Bonnie Bassler

About Bonnie L. Bassler

Bonnie L. Bassler, Ph.D., is an independent director of Regeneron Pharmaceuticals (REGN) since 2016; she is 62 years old and is nominated for re‑election as a Class I director for a term expiring at the 2028 Annual Meeting . She is Chair of the Department of Molecular Biology and Squibb Professor in Molecular Biology at Princeton University and a Howard Hughes Medical Institute Investigator, with numerous top scientific honors (including the U.S. National Medal of Science), reflecting deep scientific governance credentials . In 2024 she attended 100% of REGN board and assigned committee meetings (Board 7/7; Corporate Governance & Compliance 5/5; Technology 2/2), consistent with companywide 99% average director attendance .

Past Roles

External Roles

Board Governance

Fixed Compensation

Program parameters (2024):

• Non‑employee director annual retainer: $90,000 cash; committee membership retainer: $10,000 per standing committee; additional $10,000 for committee chair; Lead Independent Director retainer $50,000; peer comparison noted as below median for board/committee retainers and ~75th percentile for lead director retainer .
• Directors are reimbursed for reasonable expenses; eligible for Matching Gift Program (cap per director, not quantified in proxy) .

Performance Compensation

Key terms:

• Option exercise price = fair market value on grant date (average of high/low sale price); options expire 10 years from grant .
• Vesting: Pro‑rata portion vests at first Annual Meeting after grant; remainder vests on first anniversary; continued service required; retirement and death provisions apply per plan .
• RSUs are mandatorily deferred; delivery generally at board service termination, seventh anniversary, or change in control; additional deferral election allowed (subject to tax rules) .
• Change in control: Unvested director equity fully vests automatically (with right to nullify to avoid excise tax) .
• Initial grant to new directors: 5/3rds of standard annual equity value; first annual equity prorated if joining mid‑cycle .

No performance metrics apply to non‑employee director equity; grants are time‑based and primarily option‑weighted to align with long‑term stock price appreciation .

Other Directorships & Interlocks

The board reviewed Bassler’s outside affiliations and determined they do not impair independence or present conflicts with REGN interests .

Expertise & Qualifications

• Scientific leadership: Department Chair, Princeton; HHMI Investigator; membership in National Academy of Sciences, National Academy of Medicine, American Academy of Arts and Sciences, Royal Society of London, and American Philosophical Society .
• Recognitions: U.S. National Medal of Science; MacArthur Fellowship; Lounsbery Award; Shaw Prize (Life Science & Medicine); Gruber Prize (Genetics); Wolf Prize (Chemistry); Canada Gairdner International Award .
• Governance: Prior service on boards/committees of leading scientific institutions; former public company director at Kaleido Biosciences .

Equity Ownership

Notes:

• Beneficial ownership includes securities exercisable/releasable within 60 days under SEC rules .
• The proxy does not disclose any pledging by Bassler; no pledging noted in her footnotes within the Security Ownership section .

Governance Assessment

Strengths impacting investor confidence

• Independence and engagement: Independent director with 100% 2024 attendance across board and committee duties; meets REGN’s expectation to attend substantially all meetings; all directors attended the 2024 Annual Meeting .
• Relevant oversight roles: Member of Corporate Governance & Compliance (governance, compliance, responsibility oversight) and Technology Committee (R&D oversight), aligning her scientific expertise with core enterprise risks/opportunities .
• Pay alignment: Director pay is modestly cash‑weighted and heavily equity‑weighted (80% options), consistent with long‑term orientation; cash retainer levels set below peer median, indicating restraint .

Watch items

• Single‑trigger change‑in‑control vesting for director awards (automatic full vesting) is disclosed; while common in director programs, it is a structural feature for governance monitoring .
• Broader governance context: REGN maintains a dual‑class structure; however, the board is proposing phased declassification and elimination of supermajority voting, reflecting responsiveness to shareholders and potentially enhancing board accountability going forward .

Related‑party exposure and conflicts

• The Audit Committee reviews related‑person transactions; no Bassler‑specific related transactions are disclosed, and the board affirmed her independence after considering outside affiliations .

Director compensation summary (2024)

Committee coverage (2024)

Other company governance context (shareholder‑relevant)

• Board declassification proposal (beginning 2026) and proposals to remove supermajority voting thresholds are on the 2025 ballot, with Board “FOR” recommendations, aligning with investor preferences for accountability; extensive shareholder engagement in 2024 underpinned these actions .