Michael Brown
Director at REGN
Board
About Michael S. Brown, M.D.
Dr. Michael S. Brown is an independent director at Regeneron (REGN) and Chair of the Board’s Technology Committee. He is 84 years old, has served on Regeneron’s board since 1991, and is a Nobel laureate in Physiology or Medicine (1985) and recipient of the U.S. National Medal of Science (1988) for his pioneering work in molecular genetics at UT Southwestern, where he serves as Distinguished Chair in Biomedical Sciences, Regental Professor of Molecular Genetics and Internal Medicine, and Director of the Jonsson Center for Molecular Genetics. He is a member of the National Academy of Sciences, National Academy of Medicine, and the Royal Society of London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The University of Texas Southwestern Medical Center at Dallas | Distinguished Chair in Biomedical Sciences; Regental Professor of Molecular Genetics and Internal Medicine; Director, Jonsson Center for Molecular Genetics | Since 1985/1989 (as stated) | Nobel Prize (1985) and National Medal of Science (1988) underscore global scientific impact . |
| Regeneron Pharmaceuticals, Inc. | Director | Since 1991 | Technology Committee Chair; deep oversight of R&D strategy . |
External Roles
- Scientific society memberships: National Academy of Sciences, National Academy of Medicine, Royal Society of London .
- Other public company boards: Not disclosed in the 2025 proxy; the biography references prior service on “the board of a leading pharmaceutical company” without naming it .
Board Governance
| Item | Detail |
|---|---|
| Independence | The board determined Dr. Brown is independent under Nasdaq standards and the Company’s guidelines . |
| Board attendance (2024) | 7 of 7 board meetings (100%) . |
| Committee assignments (2024) | Technology Committee (Chair) – 2/2; Corporate Governance & Compliance Committee – 5/5 . |
| Years of service | Director since 1991 . |
| Executive sessions | Independent directors hold executive sessions after each regularly scheduled board meeting, led by the Lead Independent Director . |
| Board activity context | Board held 7 meetings in 2024; average director attendance 99%; all directors ≥75%; all directors attended the 2024 annual shareholder meeting . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $120,000 | Comprised of $90,000 annual board retainer, $10,000 per committee membership, and an additional $10,000 for committee chair responsibilities . |
| Matching gift (all other comp) | $5,000 | Company matching of charitable gifts under the Regeneron Matching Gift Program . |
Performance Compensation (Director Equity)
| Component | 2024 Grant-Date Fair Value | Structure and Terms |
|---|---|---|
| Stock options | $479,846 | Non-employee director equity mix targets $600,000 total: 80% options/20% RSUs; options priced at fair market value on grant date; 10-year term; pro-rata vest at the first annual meeting post-grant and remainder on first anniversary, subject to continued service; unvested awards vest on change in control (director may nullify acceleration to avoid excise tax) . |
| RSUs | $119,926 | Same 80/20 mix policy; RSUs have mandatory deferral—shares generally not delivered until the earlier of separation from the board, 7th anniversary of grant, or change in control; pro-rata vesting schedule mirrors options . |
| Outstanding (12/31/2024) | Options: 4,918; RSUs: 1,382 | Aggregate outstanding equity awards as of year-end 2024 . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| Not disclosed in proxy | — | — | The biography references prior service on the board of a “leading pharmaceutical company” without naming it . |
Expertise & Qualifications
- Nobel Prize in Physiology or Medicine (1985) and U.S. National Medal of Science (1988) .
- Senior academic leadership at UT Southwestern; internationally recognized molecular genetics expertise .
- Memberships: National Academy of Sciences, National Academy of Medicine, Royal Society of London .
- Governance experience includes service as Regeneron’s Technology Committee Chair, aligning scientific oversight with R&D execution .
Equity Ownership
| Metric (as of April 15, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (common shares) | 17,023 (includes derivative elements noted below) . |
| Options exercisable within 60 days | 4,405 . |
| RSUs releasable within 60 days upon termination | 1,456 . |
| Shares held in trusts | 6,162 (trust where Dr. Brown and spouse are trustees for immediate family); 5,000 (trust where spouse is trustee—beneficial ownership disclaimed) . |
| Ownership as % of outstanding | <1% . |
| Pledging/hedging | Company insider trading policy (applicable to directors) prohibits hedging and pledging of Company securities . |
| Ownership guidelines | Robust stock ownership guidelines for directors and senior executives; “owned” includes time-based restricted stock/RSUs but excludes options . |
Governance Assessment
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Strengths
- Independent director with exceptional scientific credentials; Technology Committee Chair directly aligns with REGN’s science-led strategy .
- Strong engagement and reliability: 100% attendance across board and committee meetings in 2024 .
- Director pay design emphasizes long-term alignment via equity (options-heavy mix); RSU delivery deferral increases alignment with shareholder horizons .
- Board-wide signals of responsiveness: proposals to declassify the board and eliminate supermajority provisions; robust shareholder engagement .
- Firm-wide say-on-pay support at 95% in 2024 indicates positive investor sentiment on governance and incentive design .
-
Watch items
- Very long tenure (since 1991) and advanced age (84) can raise independence/refreshment optics; Board expressly avoids tenure limits while pursuing periodic refreshment and added three new directors since 2022 .
- Ownership level is modest in percentage terms (<1%), though aligned structures (equity-heavy director pay, RSU deferral, hedging/pledging prohibitions) mitigate misalignment risk .
-
Conflicts and related-party exposure
- The board reviewed director affiliations and determined these do not conflict with Company interests or impair independence .
- No related person transactions involving Dr. Brown are disclosed; related-party transactions are subject to Audit Committee oversight and approval under written policy .