Huda Zoghbi
Director at REGN
Board
About Huda Zoghbi
Independent director at Regeneron since 2016; age 70. Professor in Pediatrics, Molecular and Human Genetics, Neurology & Neuroscience at Baylor College of Medicine (since 1994); Director, Jan and Dan Duncan Neurological Research Institute at Texas Children’s Hospital; Howard Hughes Medical Institute Investigator. Education: B.Sc. American University of Beirut; M.D. Meharry Medical College; pediatrics and neurology residencies and postdoctoral training at Baylor College of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor College of Medicine | Pediatrics Residency; Neurology & Pediatric Neurology Residency | Not disclosed | Foundational clinical training supporting neuroscience expertise |
| Baylor College of Medicine | Postdoctoral Research in Molecular Genetics | Not disclosed | Built scientific credentials leveraged for board Technology Committee work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor College of Medicine | Professor (Pediatrics; Molecular & Human Genetics; Neurology & Neuroscience) | Since 1994 | Academic leadership; research oversight |
| Texas Children’s Hospital | Director, Jan and Dan Duncan Neurological Research Institute | Not disclosed | Leads translational neuroscience; governance-relevant operational oversight |
| Howard Hughes Medical Institute | Investigator | Not disclosed | High-impact research credential |
| Scientific Societies | NAS; Institute of Medicine/National Academy of Medicine; AAAS | Not disclosed | Recognition of scientific excellence; strengthens Technology Committee effectiveness |
Board Governance
- Independence: Board determined Zoghbi is independent under Nasdaq standards; Compensation Committee membership also meets additional independence criteria and qualifies as a “Non‑Employee Director” under Rule 16b‑3 .
- Committee assignments (2024): Compensation Committee member (10/10 meetings); Technology Committee member (2/2) .
- Board attendance (2024): 6/7 meetings; board held 7 meetings (99% average attendance); all directors attended the 2024 Annual Meeting .
- Board structure: Classified board currently; board proposes phased declassification starting 2026 to move to annual elections (shareholder vote in 2025) .
- Lead Independent Director: Executive sessions of independent directors after each regularly scheduled meeting; robust LID responsibilities (agenda-setting, executive sessions, liaison, CEO succession) .
- Director time-commitment policy: Limits service to ≤4 public boards including Regeneron; resignation upon material change in employment .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 110,000 | $90,000 annual retainer plus $10,000 per standing committee; below-median board/committee chair cash levels vs peer group |
| All other compensation | 5,000 | Company matching gift program contribution |
Program parameters (for non-employee directors, 2024):
- Annual retainers: Board $90,000; Committee membership $10,000 each; Committee chair +$10,000; Lead Independent Director +$50,000 .
- Reimbursement of actual expenses; eligibility for matching gift program .
Performance Compensation
| Equity Award (2024) | Grant date fair value ($) | Vesting/Terms |
|---|---|---|
| Stock Options | 480,000 (target, 80% of $600k per director) | 10-year term; pro-rata vest at first Annual Meeting post-grant; remainder at first anniversary; exercise price = average of high/low price on grant date |
| RSUs | 120,000 (target, 20% of $600k per director) | Same pro-rata meeting/anniversary vest; mandatory deferral: shares typically delivered at board service termination, 7th anniversary, or change in control; director may elect longer deferral; CIC full vesting; retirement/age conditions continue vesting |
Notes:
- Director equity is value-denominated to stabilize year-over-year reported compensation; options only deliver value with stock price appreciation, aligning with long-term investor interests .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Zoghbi in Regeneron’s proxy materials .
- Consultant/comp committee interlocks: None; Compensation Committee independence affirmed .
Expertise & Qualifications
- Deep scientific leadership in genetics and neurology; HHMI Investigator; memberships in NAS, NAM/IOM, AAAS .
- Academic and institute leadership roles equip Zoghbi for Technology Committee oversight of research and clinical development .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (common stock) | 30,203 shares; <1% | SEC beneficial ownership includes options exercisable within 60 days and certain RSUs releasable upon termination |
| Exercisable options (≤60 days) | 28,747 shares | Included in beneficial ownership |
| RSUs releasable (≤60 days upon termination) | 1,456 shares | Included in beneficial ownership |
| Outstanding options (total) | 29,260 | As of Dec 31, 2024 |
| Outstanding RSUs (total) | 1,382 | As of Dec 31, 2024 |
Ownership policy and alignment:
- Robust stock ownership guidelines apply to directors; “owned” shares include time-based restricted stock and RSUs (unexercised options and unvested PSUs excluded) .
- Anti-hedging and anti-pledging policies apply to directors and employees .
Governance Assessment
- Alignment: Independent director with strong attendance (6/7 board; full committee attendance), serving on Compensation and Technology Committees—positions with direct impact on pay oversight and R&D governance .
- Incentives: Director compensation skewed to equity (options and RSUs), with deferral and long-duration vesting—encourages long-term orientation; cash fees are modest versus peers .
- Ownership: Beneficial ownership is modest (typical for non-employee directors); policies count time-based RSUs toward ownership guidelines; anti-hedging/pledging reduces misalignment risk .
- Conflicts and related-party exposure: Board has a formal related person transaction policy; no Zoghbi-specific related-party transactions disclosed .
- Board quality signals: Board proposing declassification and eliminating supermajority provisions in 2025—responsive to shareholders and improves accountability; independent director executive sessions occur after each regular meeting .
- RED FLAGS: None disclosed specific to Zoghbi. Minor attendance shortfall (missed 1 of 7 board meetings) remains above the 75% guideline and alongside 99% average board attendance, not indicative of engagement issues .
Overall, Zoghbi’s scientific credentials and committee roles support board effectiveness in R&D oversight and compensation governance, with equity-heavy director pay and ownership policies reinforcing long-term shareholder alignment .