Kathryn Guarini
Director at REGN
Board
About Kathryn Guarini
Independent director at Regeneron since 2023; age 53. Former IBM Chief Information Officer (2021–2023) with prior senior roles spanning IBM Research and IBM Systems. The board cites her executive leadership and deep expertise in information technology, data security, and artificial intelligence as core credentials supporting her nomination and service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Chief Information Officer | 2021–2023 | Executive leadership over enterprise IT; background emphasized in cybersecurity/data/AI oversight |
| IBM Research | Chief Operating Officer | 2020–2021 | Technology management and operations; expertise in AI/data security highlighted by REGN board |
| IBM Research | VP, Industry Research | 2018–2020 | Technology/digital expertise relevant to REGN’s oversight needs |
| IBM Research | VP, Research Strategy | 2017–2018 | Strategy leadership in research; board cites research/academic experience |
| IBM Systems | VP, Product Management | 2014–2016 | Product strategy in complex tech systems; technology/digital experience |
External Roles
- No other public company directorships are listed in her Regeneron biography in the proxy .
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Independence | Determined independent under Nasdaq and REGN guidelines; also independent for Audit Committee under SEC rules | |
| Committees | Audit Committee member (not Chair) | |
| 2024 Attendance | Board 7/7; Audit 9/9 (100% attendance) | |
| Years of Service | Director since 2023 | |
| Executive Sessions | Independent directors meet in executive session after each regularly scheduled board meeting, led by Lead Independent Director | |
| Audit Committee Work | Committee oversaw PwC appointment for FY2025 and recommended inclusion of FY2024 audited financials in 10‑K; recent focus areas included international expansion audits, cybersecurity risk management, artificial intelligence, and succession planning for finance/IT/real estate/facilities | |
| Director Time Commitment Policy | Limit of ≤4 public boards (including REGN); notification required before joining another board |
Fixed Compensation
Program structure (non-employee directors):
- Annual board retainer: $90,000; committee member retainer: $10,000 per committee; additional $10,000 for committee chairs; Lead Independent Director retainer: $50,000. Reimbursement of reasonable expenses and eligibility for Matching Gift Program .
- Emphasis on equity (primarily stock options) to align with long-term shareholder value; value-denominated grants target stability y/y .
Her 2024 cash compensation (non-employee director):
| Year | Board/Committee Fees ($) | Notes |
|---|---|---|
| 2024 | 100,000 | Consistent with $90k board retainer + $10k for Audit Committee membership |
| 2023 (partial year) | 31,250 | Prorated based on Sept 8, 2023 election date |
Performance Compensation
Equity is granted annually with targeted aggregate grant-date fair value of $600,000 per director (80% options, 20% RSUs). As a new director (elected Sept 8, 2023), Dr. Guarini received: (1) an initial equity award (equal to 5/3 times a standard annual award at election) in 2023 and (2) a prorated January 2024 annual equity award, consistent with policy .
| Component | 2024 Amount (Grant-Date Fair Value) | Key Terms |
|---|---|---|
| Stock options | 151,681 | Exercise price = FMV on grant date; 10-year term; vesting: pro-rata portion vests at first annual meeting post-grant; remainder on first anniversary; full acceleration on change-in-control (director may nullify to avoid excise tax); continued vesting post-retirement if age/tenure conditions met |
| RSUs | 37,310 | Same vest schedule as options; mandatory deferral: shares generally delivered at the earlier of board service termination, 7th anniversary, or change-in-control; optional longer deferral permitted (tax rules apply) |
Notes:
- Directors’ equity is not tied to operating/ESG performance metrics; options are inherently performance-based as they deliver value only if the stock appreciates post-grant .
Director Compensation (Total)
| Year | Cash Fees ($) | RSUs ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 37,310 | 151,681 | 288,991 |
| 2023 (partial year) | 31,250 | 199,975 | 799,930 | 1,031,155 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company board service disclosed for Dr. Guarini in REGN proxy |
Board interlocks/related-party checks:
- The proxy’s independence determination states affiliations reviewed and none impaired independence or created conflicts for independent directors, including Dr. Guarini .
Expertise & Qualifications
- Executive/Leadership; Technology/Digital; Science/Biotech; Strategy/Operations; Research/Academic (board skills matrix attributes shown in her profile) .
- Board cites her extensive knowledge of IT, data security, and AI as rationale for service—highly relevant to Audit Committee’s cybersecurity/AI oversight .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Beneficially owned common shares | 4,472 | As of April 15, 2025 (SEC beneficial ownership methodology) |
| Options outstanding (aggregate) | 3,529 | As of Dec 31, 2024 |
| RSUs outstanding (aggregate) | 282 | As of Dec 31, 2024 |
| Pledging/Hedging | Prohibited for directors under company policy | |
| Stock ownership guidelines | Robust guidelines apply to directors and senior executives; “owned” includes time-based restricted stock/RSUs but excludes unexercised options/unvested PSUs |
Governance Assessment
- Board effectiveness and engagement: Perfect attendance in 2024 (Board and Audit Committee), supporting strong engagement. Her technology/cyber/AI background maps directly to Audit Committee focus areas (cybersecurity risk management, AI), enhancing risk oversight credibility .
- Independence and conflicts: Classified independent under Nasdaq/REGN policies and for Audit Committee under SEC rules; the board reviewed affiliations and found no conflicts impairing independence. No related-person transactions involving Dr. Guarini were disclosed in the proxy; Audit Committee reviews/approves any such transactions per policy .
- Incentives/ownership alignment: Director compensation is equity-heavy (options-dominant), consistent with REGN’s philosophy to align directors with long-term shareholder value. Option awards only deliver value with share price appreciation; RSUs are time-based with deferral, reinforcing long-term alignment. Robust stock ownership guidelines and prohibitions on hedging/pledging further support alignment and risk mitigation .
- Red flags: None apparent specific to Dr. Guarini. Company-wide policies include no option repricing or spring-loading, no new excise tax gross-ups, and a clawback framework for officers; these reflect broader governance hygiene. For directors, change-in-control equity acceleration exists but includes a director’s right to nullify acceleration if it would trigger excise taxes, mitigating potential optics concerns .
Overall signal: Strong attendance and relevant expertise on an oversight-critical committee, independent status, and equity-forward director pay structure point to positive governance alignment for investors, with no disclosed related-party exposures tied to Dr. Guarini in the latest proxy .