N. Anthony Coles
Director at REGN
Board
About N. Anthony Coles
Dr. N. Anthony Coles, MD, is an independent director of Regeneron Pharmaceuticals, Inc., serving since 2017; he is 64 years old and brings deep operating and governance experience across biopharma and pharmaceuticals . He served as Chair (2018–2024) and President & CEO (2019–2023) of Cerevel Therapeutics Holdings, and previously led Onyx Pharmaceuticals, Yumanity Therapeutics, and NPS Pharmaceuticals, with earlier senior roles at Merck, Bristol-Myers Squibb, and Vertex . The board has determined he is independent and that he qualifies as an “audit committee financial expert”; he joined the Compensation Committee effective April 4, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerevel Therapeutics Holdings, Inc. | Chair; President & CEO | Chair: 2018–2024; CEO: 2019–2023 | Led strategy and growth; parent of Cerevel Therapeutics, Inc. |
| Yumanity Therapeutics, Inc. | CEO; Chair | Not disclosed | Led corporate strategy and portfolio transition |
| Onyx Pharmaceuticals, Inc. | President; CEO; Chair | Not disclosed | Scaled oncology portfolio and operations |
| NPS Pharmaceuticals, Inc. | President; CEO; Director | Not disclosed | Drove commercialization and board oversight |
| Merck; Bristol-Myers Squibb; Vertex | Various leadership positions | Not disclosed | Commercial and operational leadership across big pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TRATE Enterprises LLC (private) | Chair & CEO | Since 2013 | Privately-held company leadership |
| Laboratory Corporation of America Holdings | Director (prior) | Not disclosed | Prior public company directorship |
| Campus Crest Communities, Inc. | Director (prior) | Not disclosed | Prior public company directorship |
| CRISPR Therapeutics AG | Director (prior) | Not disclosed | Prior public company directorship |
| McKesson Corporation | Director (prior) | Not disclosed | Prior public company directorship |
Board Governance
- Independence: The board affirmatively determined Dr. Coles is independent under Nasdaq rules; he also meets audit committee independence and “audit committee financial expert” criteria .
- Committees: Audit Committee member (2024); joined Compensation Committee effective April 4, 2025 .
- Attendance: Board 7/7; Audit Committee 8/9 in 2024; committee meetings held in 2024—Audit 9; Compensation 10 .
- Engagement: Independent directors hold executive sessions after each regularly scheduled board meeting; all directors attended the 2024 Annual Meeting .
- Board structure and responsiveness: The board is proposing declassification (annual elections beginning 2026, fully annual by 2028) and eliminating supermajority vote requirements—actions explicitly in response to shareholder feedback .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director; audit committee financial expert |
| 2024 Attendance | Board 7/7; Audit 8/9 |
| 2024 Committee Meetings | Audit 9; Compensation 10 (joined Comp Committee in 2025) |
| Executive Sessions | Held after each regular board meeting |
| Annual Meeting Attendance | All directors attended 2024 Annual Meeting |
| Committee Roles | Audit Committee member; Compensation Committee member since 4/4/2025 |
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Annual Board Retainer | $90,000 |
| Committee Membership Fees (per standing committee) | $10,000 |
| Committee Chair Fees (if applicable) | $10,000 (not applicable to Dr. Coles in 2024) |
| Lead Independent Director Retainer (if applicable) | $50,000 (not applicable) |
| Fees Earned or Paid in Cash (Dr. Coles, 2024) | $100,000 |
| All Other Compensation (Matching Gift Program etc.) | — (none disclosed for Dr. Coles in 2024) |
Notes:
- Cash program is below-median vs peer group for board service and chair retainers; LID retainer at ~75th percentile .
- Directors can be reimbursed for travel and related expenses; eligible for Matching Gift Program .
Performance Compensation
Regeneron emphasizes equity for directors, primarily stock options (80%) with a smaller RSU component (20%), aligning director incentives with long-term shareholder value .
| Award Type | Grant Date | Grant Date Fair Value (USD) | Vesting | Term/Exercise | Deferral/Change-in-Control |
|---|---|---|---|---|---|
| Stock Options (annual) | January 2024 | $479,846 | Pro-rata vest at next Annual Meeting; remainder on first anniversary of grant; continued vesting post-retirement if conditions met | 10-year term; strike price = fair market value on grant date (Nasdaq high-low average) | Accelerates on change-in-control; director may nullify acceleration to avoid excise tax |
| RSUs (annual) | January 2024 | $119,926 | Same schedule as options | N/A | Mandatory deferral; shares generally delivered at earliest of (i) end of board service, (ii) 7th anniversary, or (iii) change-in-control; director may elect longer deferral subject to tax rules |
| 2024 Total Equity Value (Dr. Coles) | — | $599,772 | — | — | — |
| 2024 Director Equity Mix Target | — | $600,000 per non-employee director (80% options; 20% RSUs) | — | — | — |
Performance metrics: Director equity awards are time-based; no revenue/EBITDA/TSR targets apply to director grants (terms as above) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Laboratory Corporation of America Holdings | Prior Director | No specific related-party transactions disclosed in proxy |
| Campus Crest Communities, Inc. | Prior Director | — |
| CRISPR Therapeutics AG | Prior Director | — |
| McKesson Corporation | Prior Director | — |
Expertise & Qualifications
- Operating leadership: Multi-time CEO/Chair with regulatory and commercialization depth in biopharma .
- Financial oversight: Audit committee experience; designated audit committee financial expert .
- Strategic governance: Joins Compensation Committee (effective April 4, 2025), bringing CEO/board pay and human capital insights .
- Science/industry knowledge: Career-long focus in biopharma and large-cap pharma organizations .
Equity Ownership
| Measure | Amount |
|---|---|
| Total Beneficial Ownership (Common) | 8,579 shares (includes items below) |
| Exercisable Options (within 60 days of 4/15/2025) | 7,112 shares |
| RSUs Releasable (upon termination; within 60 days) | 1,456 shares |
Stock Ownership Policy & Risk Controls:
- Directors and senior executives are subject to stock ownership guidelines; “owned” includes Class A/common and time-based RS/RSUs, excluding unexercised options and unvested PSUs .
- Hedging and pledging of Regeneron securities are prohibited for directors and employees; strong clawback policy covers incentive-based compensation (including stock price/TSR) in restatement scenarios and broader misconduct cases .
Governance Assessment
- Strengths: High attendance (Board 7/7; Audit 8/9), independence, audit financial expert designation, and committee breadth (Audit; Compensation from 4/4/2025) support effective oversight and investor confidence . Director equity is heavily option-based with deferral and long-term vesting, aligning incentives with stock appreciation and long-run value creation .
- Board responsiveness: Declassification and removal of supermajority vote proposals reflect engagement-driven governance improvements, a positive signal for accountability and shareholder alignment .
- Risk controls: Prohibitions on hedging/pledging, robust clawback, independent committee structures, and executive session practices mitigate governance risk and potential conflicts .
- Potential watchpoints: Director equity awards feature single-trigger change-in-control vesting (common but sometimes viewed as less shareholder-friendly); however, directors can nullify acceleration to avoid excise taxes . No specific related-party transactions involving Dr. Coles are described in the proxy’s related persons section; ongoing Audit Committee oversight applies to any such matters .
RED FLAGS
- Single-trigger equity vesting upon change-in-control for director awards (mitigated by option to nullify acceleration to avoid excise tax) .