Joseph Goldstein
Director at REGN
Board
About Joseph L. Goldstein, M.D.
Independent director at Regeneron since 1991; age 84; Class II director continuing in office with term expiring at the 2026 Annual Meeting. Regental Professor and Chair of Molecular Genetics at UT Southwestern since 1977; Nobel Prize in Physiology or Medicine (1985, with Dr. Brown); U.S. National Medal of Science (1988); boards of trustees member at The Rockefeller University and Howard Hughes Medical Institute; member of NAS, NAM, and The Royal Society.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UT Southwestern Medical Center | Regental Professor of Molecular Genetics & Internal Medicine; Chair, Department of Molecular Genetics | Since 1977 | Distinguished scientific leadership and research credentials cited by REGN’s board as rationale for service |
| Nobel Prize (Physiology or Medicine) | Laureate (with Dr. Brown) | 1985 | Recognized for foundational cholesterol metabolism research |
| U.S. National Medal of Science | Recipient (with Dr. Brown) | 1988 | U.S. recognition for scientific contributions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Rockefeller University | Board of Trustees member | Not disclosed | Academic/non-profit governance role |
| Howard Hughes Medical Institute | Board of Trustees member | Not disclosed | Academic/non-profit governance role |
| Scientific Societies | Member, NAS; NAM; The Royal Society | Not disclosed | Global scientific recognition |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Determined independent under Nasdaq listing standards and REGN Corporate Governance Guidelines |
| Board Attendance (2024) | Board: 7/7 meetings attended |
| Committee Memberships (2024) | Corporate Governance & Compliance Committee (member; 5/5 meetings); Technology Committee (member; 2/2 meetings) |
| Executive Sessions | Independent directors hold executive sessions following each regularly scheduled board meeting, presided by the Lead Independent Director |
| Years of Service | Director since 1991 |
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Board Annual Cash Retainer (program) | 90,000 | Standard non-employee director retainer |
| Committee Membership Retainer (per committee) | 10,000 | Each standing committee served |
| Committee Chair Retainer (additional) | 10,000 | If chairing a committee (Goldstein is not a chair) |
| Lead Independent Director Retainer | 50,000 | Paid to LID (Christine A. Poon) |
| Joseph L. Goldstein — Fees earned or paid in cash (2024 actual) | 110,000 | Reflects board retainer + two committee memberships |
Performance Compensation
| Component | 2024 Grant Date Fair Value ($) | Structure | Vesting/Deferral | Term/Trigger |
|---|---|---|---|---|
| RSUs (Goldstein) | 119,926 | Annual equity awards targeted mix: 20% RSUs | Pro-rata vests at first annual meeting post-grant; remainder vests at 1-year; mandatory deferral to earliest of board service end, 7th anniversary, or change in control; longer deferral election permitted | |
| Stock Options (Goldstein) | 479,846 | Annual equity awards targeted mix: 80% options; exercise price = fair market value on grant date | Pro-rata vests at first annual meeting post-grant; remainder at 1-year; generally subject to continued service | |
| Option Term | — | — | — | 10-year term; change in control accelerates vesting (director may nullify acceleration to avoid excise tax) |
| Annual Target Mix (program) | 600,000 total; 480,000 options; 120,000 RSUs | Value-denominated awards to stabilize year-over-year reporting; equity emphasis aligns with long-term orientation |
No director-specific performance metrics (e.g., revenue/TSR hurdles) apply to non-employee director equity awards; options deliver value only with stock price appreciation; RSUs are time-based with deferral provisions .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| The Rockefeller University | Non-profit academic | Trustee | No related-party transactions disclosed in cited sections; board affirmed independence after reviewing affiliations |
| Howard Hughes Medical Institute | Non-profit research | Trustee | No related-party transactions disclosed in cited sections; independence affirmed |
Expertise & Qualifications
- Distinguished science/biotech background; extensive research and academic credentials; global scientific society memberships; Nobel Prize laureate; UT Southwestern leadership since 1977 — cited by the board as rationale for director service .
- Experience aligns with Technology Committee oversight of R&D programs and scientific trends .
Equity Ownership
| Category | Units/Shares | Notes |
|---|---|---|
| Common Stock Beneficially Owned (as of April 15, 2025, or within 60 days) | 10,861 | Beneficial ownership computed including options/RSUs exercisable/releasable by April 15, 2025 or within 60 days thereafter |
| Stock Options Outstanding (aggregate, as of Dec 31, 2024) | 4,918 | Non-employee director outstanding options count |
| RSUs Outstanding (aggregate, as of Dec 31, 2024) | 1,382 | Non-employee director outstanding RSUs count |
| Ownership Guidelines — Definition of “Owned” | — | Includes time-based RS/RSUs; excludes unexercised options and unvested PSUs for guideline purposes |
| Insider Trading Policy | — | Company-wide policy governing trading for directors, officers, employees; located as exhibit to 2024 Annual Report |
Governance Assessment
- Positive signals:
- Strong attendance (Board 7/7; Committees 5/5 and 2/2) indicating engagement .
- Confirmed independence after board review of affiliations; executive sessions held under LID framework strengthen oversight .
- Director compensation emphasizes long-term equity (80% options, 20% RSUs), aligning interests with shareholders; cash fees below peer medians, suggesting pay discipline .
- Equity award terms include deferral and change-in-control provisions; options priced at fair market value; plan prohibits option repricing and includes clawback policy (broader for officers; plan-level protections support best practices) .
- Alignment and ownership: Beneficial ownership and continuing option/RSU exposure support alignment; guideline definition treats time-based RS/RSUs as “owned,” reinforcing long-term holding expectations .
- Potential concerns/RED FLAGS to monitor:
- Very long tenure (since 1991) may raise entrenchment questions with some governance frameworks, though independence is affirmed annually .
- REGN’s dual-class capital structure persists; while management argues maturing structure now ~15% of total votes for Class A and claims outperformance context, investor voting influence remains a broader governance consideration not specific to Goldstein’s role .
- Hedging/pledging: Company prohibits hedging/pledging for NEOs; director-specific hedging/pledging restrictions not explicitly cited in the sections reviewed (continue monitoring insider policy updates) .
Overall, Goldstein’s board profile shows high scientific credibility, consistent independence, full attendance, and equity-heavy compensation aligned with long-term value. The governance environment includes dual-class considerations, but no Goldstein-specific related-party transactions, hedging/pledging, or attendance red flags were identified in the cited proxy sections.