Christine Poon
Lead Independent Director at REGN
Board
About Christine A. Poon
Christine A. Poon (age 72) is an independent director at Regeneron Pharmaceuticals, Inc. (REGN) since 2010 and has served as Lead Independent Director since June 2023. She is Chair of the Compensation Committee and a member of the Corporate Governance & Compliance Committee, with full-year 2024 attendance of 7/7 board, 10/10 compensation, and 5/5 governance meetings . Her background includes senior leadership at Johnson & Johnson (Vice Chair; Worldwide Chair of Pharmaceuticals), prior senior roles at Bristol-Myers Squibb, and academic leadership as Dean of Ohio State’s Fisher College of Business (2009–2014) and Executive-in-Residence (2015–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Max M. Fisher College of Business, The Ohio State University | Dean and John W. Berry Sr. Chair in Business | 2009–2014 | Led academic institution; governance and talent development oversight |
| The Max M. Fisher College of Business, The Ohio State University | Executive-in-Residence, Management and HR | 2015–2020 | Engagement with leadership pipeline and management practices |
| Johnson & Johnson | Vice Chair; Worldwide Chair of Pharmaceuticals; Executive Committee; Board member | Prior to 2010 (dates not specified) | Global P&L, pharma strategy; board-level governance |
| Bristol-Myers Squibb | President, International Medicines; President, Medical Devices | Prior to J&J (dates not specified) | Global commercial operations |
| Royal Philips Electronics | Supervisory Board member | Prior period (dates not specified) | Oversight role in multinational industrial/health tech |
| Decibel Therapeutics, Inc. | Director | Prior period (dates not specified) | Biotech governance |
External Roles
| Company | Role | Status/Notes |
|---|---|---|
| Prudential Financial, Inc. | Director | Current |
| Neurocrine Biosciences, Inc. | Director | Current |
| The Sherwin-Williams Company | Director | Retired effective April 16, 2025 |
Board Governance
- Independence: The board determined Poon is independent under Nasdaq listing standards and Regeneron’s Corporate Governance Guidelines; she also meets additional independence criteria for compensation committee service and qualifies as a “Non-Employee Director” under Exchange Act Rule 16b-3 .
- Committee assignments and roles:
- Compensation Committee: Chair; 10 meetings in 2024; recent focus areas included equity program expectations, retention of key leaders, pay mix, and senior officer perquisites .
- Corporate Governance & Compliance Committee: Member; 5 meetings in 2024; scope includes director nominations, non-employee director compensation, governance practices, compliance oversight, and corporate responsibility .
- Attendance: 2024 board attendance 7/7; committee attendance as above; Regeneron reported 7 board meetings and 26 committee meetings in 2024, with a 99% average attendance across directors .
- Lead Independent Director: Since June 2023, Poon presides over executive sessions, co-develops agendas with the Chairs, liaises with management, leads board/committee self-evaluation review, coordinates CEO succession planning, and engages with shareholders; the charter enumerates robust authorities for the role .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Board annual cash retainer | $90,000 | Program-wide retainer for non-employee directors |
| Committee membership retainers | $20,000 | $10,000 per standing committee; Poon served on two committees |
| Committee chair retainer | $10,000 | Additional retainer for Compensation Committee Chair |
| Lead Independent Director retainer | $50,000 | LID retainer around 75th percentile vs peers |
| Total fees earned/paid in cash | $170,000 | Reported for 2024 |
- Cash vs peers: Board and committee chair retainers below median; LID retainer ~75th percentile (peer group-based) .
- Expenses/perqs: Eligible for actual expense reimbursement and matching gift program; Poon had $0 “All other compensation” in 2024 director table .
Performance Compensation
| Equity Type | Grant Date Fair Value (2024) | Design/Terms |
|---|---|---|
| Stock options | $479,846 | Options comprise ~80% of $600k targeted aggregate equity; exercise price equals FMV on grant date; 10-year term; vesting pro-rata at next AGM and 1-year from grant; continued vesting post-retirement subject to conditions; full vesting on change-in-control (director may nullify acceleration to avoid excise taxes) |
| RSUs | $119,926 | ~20% of targeted equity; mandatory deferral until earliest of board service termination, 7th anniversary (extendable under tax rules), or change-in-control; vesting pro-rata timeline parallels options |
| Total equity value | $599,772 | Sum of reported RSUs and options in 2024 |
- Annual design: Value-denominated grants targeting $600,000 per non-employee director (80% options, 20% RSUs), emphasizing alignment via option-driven pay-for-performance .
- Vesting mechanics and CIC: Single-trigger full vesting upon change-in-control for director awards (risk consideration), with optional nullification to avoid excise tax .
Other Directorships & Interlocks
| Entity | Relationship to REGN | Potential Interlock/Conflict |
|---|---|---|
| Prudential Financial, Inc. | Financial services; unrelated customer/supplier footprint to REGN | Minimal direct conflict; historical tie as former REGN director Arthur F. Ryan previously CEO/Chair at Prudential (not current) |
| Neurocrine Biosciences, Inc. | Biotech; therapeutic areas include neurology | Possible industry adjacency; no specific related-party transactions disclosed |
| Sherwin-Williams Company | Industrial coatings | No conflict; Poon retired April 16, 2025 |
- Related-party exposure: Regeneron’s policy requires Audit Committee review/approval for related person transactions; no such transactions involving Poon are disclosed in the proxy .
Expertise & Qualifications
- Domain expertise: Extensive leadership in global pharma operations, sales, marketing, and commercial strategy; academic governance experience; strong business strategy/operations and financial expertise .
- Board leadership: Demonstrated independent judgment, consensus-building and ethics; selected as LID due to deep strategic/operational knowledge, prior S&P 500 LID experience, and productive relationship with co-Chairs .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common + Class A, converted basis) | 45,611 shares as of April 15, 2025 |
| Options outstanding (aggregate at 12/31/2024) | 43,864 options |
| RSUs outstanding (aggregate at 12/31/2024) | 1,382 RSUs |
| Ownership guidelines | Robust director and senior executive stock ownership guidelines in place; “owned” shares include time-based RS/RSUs but exclude unexercised options and unvested PSUs |
- Alignment: Heavy option weighting in director pay aligns compensation with share price appreciation; RSU deferral increases long-term alignment .
Governance Assessment
- Strengths:
- Independence and engagement: Poon is independent, with perfect or near-perfect attendance and meaningful leadership as LID and Compensation Chair .
- Shareholder responsiveness: The board, under strong independent leadership, proposed declassification and eliminating supermajority requirements in response to investor feedback; Poon personally led many engagement discussions .
- Pay alignment: Option-heavy director compensation aligns with long-term value creation and below-median cash retainers for board/chair roles .
- Risks and potential red flags:
- Dual-class structure persists (Class A ~15% voting power as of 2025 record date), though the board is moving to annual elections via phased declassification; continued monitoring warranted for shareholder rights balance .
- Director award single-trigger vesting on change-in-control (common for directors but reduces retention pressure in transactions); mitigated by optional nullification to avoid excise tax .
- External board service at Neurocrine creates industry adjacency; no related-party transactions disclosed, but ongoing oversight advisable .
- Overall: Poon’s governance profile is strong with high attendance, empowered independent leadership, and effective committee stewardship. The board’s recent actions to declassify and remove supermajority votes enhance accountability, and Poon’s Compensation Committee leadership reflects active attention to investor preferences on equity and pay-for-performance .