Craig Thompson
Director at REGN
Board
About Craig B. Thompson, M.D.
Independent director at Regeneron since 2022; age 72. Former President & CEO of Memorial Sloan Kettering Cancer Center (2010–2022), co-founder of Agios Pharmaceuticals, and former director of Merck. Current public company directorship: Charles River Laboratories International, Inc. Scientific credentials include memberships in the National Academy of Sciences and National Academy of Medicine. Independent status affirmed by the Board. Attendance in 2024: Board 7/7; Technology Committee 2/2 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Sloan Kettering Cancer Center | President & CEO | 2010–2022 | Led major oncology institution; continues to oversee the Craig Thompson Lab |
| Agios Pharmaceuticals, Inc. | Co-founder | Not disclosed | Founding contributions to oncology metabolism therapeutics |
| Merck & Co., Inc. | Director (former) | Not disclosed | Large-cap pharma board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles River Laboratories International, Inc. | Director | Not disclosed | Global CRO governance expertise |
Board Governance
- Committee assignments: Technology Committee member; the Technology Committee oversees research and clinical development programs, emerging science/tech issues, and R&D leadership identification. Chair: Michael S. Brown, M.D.; 2024 meetings: 2 .
- Independence: Thompson is one of 11 independent directors; independent sessions of the Board are held after each regularly scheduled meeting under the Lead Independent Director framework .
- Attendance and engagement: Board held 7 meetings and committees held 26 in 2024; all directors ≥75% attendance; Board average 99%; Thompson attended Board 7/7 and Technology 2/2 .
- Lead Independent Director role: Robust responsibilities including agenda setting, executive session leadership, advisor retention authority, and shareholder communication availability .
Fixed Compensation
- Program structure (non-employee directors): Annual Board retainer $90,000; committee membership retainer $10,000 per standing committee; committee chair additional $10,000; Lead Independent Director retainer $50,000; out-of-pocket expense reimbursement and Matching Gift program eligibility .
- 2024 actual cash compensation for Thompson: | Component | Amount ($) | |---|---| | Fees earned or paid in cash | 100,000 |
Performance Compensation
- Program design emphasizes equity with annual targeted grant-date fair value of $600,000 per director (80% stock options; 20% RSUs), applied in January 2024; options strike price at fair market value; options 10-year term; typical vesting pro-rata at first Annual Meeting post-grant and remainder at first anniversary; RSUs carry mandatory deferral until Board service ends, 7th anniversary, or change-in-control; unvested director awards vest at retirement subject to age/tenure conditions and fully accelerate on change-in-control (director may nullify to avoid excise tax) .
- 2024 equity awards for Thompson: | Award Type | Grant-Date Fair Value ($) | Vesting/Terms | |---|---|---| | Stock Options | 479,846 | 10-year term; staged vesting as described; exercise price at grant FMV | | RSUs | 119,926 | Staged vesting; deferral until earliest of end of service/7th anniversary/change-in-control |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Considerations |
|---|---|---|
| Charles River Laboratories International, Inc. | Current director | No Regeneron related-party transactions disclosed involving Thompson; Regeneron maintains Audit Committee review/approval policy for related party transactions . |
| Merck & Co., Inc. | Former director | Historical large-cap pharma board experience |
Related-party transactions governance: Audit Committee must review and approve/ratify related person transactions; policy covers transactions >$10,000 with directors, officers, 5% holders, immediate family, or related entities; urgent approvals may be delegated to Audit Chair .
Expertise & Qualifications
- Scientific societies: National Academy of Sciences; National Academy of Medicine; American Academy of Arts and Sciences; American Society for Clinical Investigation; Association of American Physicians .
- Industry and leadership experience spanning academic research, hospital administration, biotech founding, and big pharma board service .
Equity Ownership
| Metric | Common Shares | Notes |
|---|---|---|
| Total beneficial ownership | 6,697 | <1% of common shares outstanding |
| Breakdown – Options (exercisable ≤60 days) | 6,169 | Long-Term Incentive Plan options |
| Breakdown – RSUs (releasable ≤60 days upon termination) | 528 | RSUs subject to mandatory deferral terms |
| Shares pledged as collateral | Not disclosed; hedging/pledging prohibited by policy | Company-wide Insider Trading Policy; executive compensation policies prohibit hedging/pledging |
| Director stock ownership guidelines | Robust guidelines apply to directors and senior executives | Program referenced; specifics for directors not disclosed in extracted sections |
Governance Assessment
- Independence and attendance: Strong governance signal with independent status and perfect 2024 attendance on Board and Technology Committee .
- Committee fit: Deep oncology and research leadership background aligns with Technology Committee remit overseeing R&D programs and scientific trends .
- Pay-for-performance alignment: Director compensation mix favors equity (options + RSUs) with 2024 grant values consistent with program 80/20 design; vesting/deferral and change-in-control provisions align director incentives with long-term shareholder value .
- Conflicts and related-party risk: No related-party transactions disclosed for Thompson; formal policy places oversight with the Audit Committee, mitigating conflict risk. Hedging/pledging prohibited by policy further supports alignment and reduces red flag exposure .
RED FLAGS: None disclosed specific to Thompson (no related-party transactions; attendance strong; compensation structure standard within Regeneron’s director program). Dual-class governance considerations addressed at the board level with proposed declassification to enhance accountability starting in 2026, reflecting responsiveness to shareholder feedback .