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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
BIOGEN INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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NOTICE OF |
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2019 Annual Meeting of
Stockholders and Proxy Statement
Wednesday, June 19, 2019
9:00 a.m. Eastern Time
To be held at our offices located at 225 Binney Street,
Cambridge, Massachusetts 02142 and
online at www.virtualshareholdermeeting.com/BIIB2019
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| Letter from our Chairman
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April 30, 2019
To My Fellow Stockholders:
On behalf of the Board of Directors, I want to thank you for your investment in Biogen and for the confidence you put in this Board to oversee your interests in our company.
Our view is that neurological diseases are deeply connected and because the pathways of these diseases are interrelated, so are the potential approaches for treating them. While we made progress in a number of our core and emerging growth areas in 2018, we also know it is the nature of drug development that many studies fail before one succeeds. In March 2019, together with our collaboration partner Eisai Co. Ltd., we decided to discontinue the global Phase 3 aducanumab studies ENGAGE and EMERGE based on analysis performed by an independent data monitoring committee that concluded that aducanumab was unlikely to meet the pre-determined efficacy targets. While a decision to discontinue a program is always disappointing, most importantly for patients who need effective treatments, we remain focused on the learnings and priorities that we take away from every clinical study.
Our philosophy of Caring Deeply. Working Fearlessly. Changing Lives.™ informs our policies and business practices. We work to have an impact beyond our medicines as we strive to improve patient health outcomes, solve social and environmental challenges, cultivate a workplace that enables our employees to thrive, support local communities and inspire future generations of scientists.
2018 marked our 40th anniversary, a remarkable milestone honoring our legacy as one of the oldest independent biotechnology companies. Looking back, we have always been pioneers, having the courage to take new approaches to help people who suffer from devastating diseases. Thanks to our fearless mindset and groundbreaking research, thousands of patients today have access to life-changing treatments.
Our Board takes its role in protecting the interest of our fellow stockholders and overseeing our long-term business strategy very seriously. We believe that good corporate governance and high ethical standards are key to our success. We are accountable to you, our fellow stockholders, and remain committed to investing time with you to increase transparency and better understand your perspectives. During 2018 independent members of our Board met with several stockholders to discuss a variety of topics, including business strategy, capital allocation, corporate governance, executive compensation, sustainability and corporate social responsibility initiatives.
Our Board believes ensuring diverse perspectives, including a mix of skills, experience and backgrounds, are key to representing the interests of stockholders effectively. This year we have nominated three new candidates to stand for election as directors at our 2019 annual meeting of stockholders.
We are proud of our accomplishments in 2018, including:
| • | Generating record revenues of $13.5 billion for the year, demonstrating resilience in our multiple sclerosis business, continuing one of the most impressive launches in the history of the biopharmaceutical industry with SPINRAZA, the first approved treatment for spinal muscular atrophy, and continuing to make significant progress in our biosimilars business, including the October 2018 launch of IMRALDI, an adalimumab biosimilar referencing HUMIRA, in Europe. |
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| • | The addition of six clinical programs to our pipeline. |
| • | Being awarded the 2018 International Prix Galien as Best Biotechnology Product for SPINRAZA, our seventh Prix Galien for SPINRAZA, following country recognitions in the U.S., Germany, Italy, Belgium-Luxembourg, the Netherlands and the U.K. |
| • | Our perfect score of 100% on the Human Rights Campaign’s Corporate Equality Index (a national benchmarking tool on corporate policies and practices pertinent to LGBTQ employees) for the fifth consecutive year. |
| • | Our continued commitment to operational carbon neutrality highlighted through the use of 100% renewable electricity globally. |
| • | Being named the Biotechnology Industry Leader on the Dow Jones Sustainability World Index and being recognized as a corporate sustainability leader with Gold Class and Industry Mover Sustainability Awards from RobecoSAM. |
| • | The dedication and commitment of the over 3,200 employees who volunteered from 28 countries during our annual Care Deeply Day. |
| • | The engagement of 50,000+ students in hands-on learning to inspire their passion for science since the inception of Biogen’s Community Labs. |
On behalf of the Board, I am pleased to invite you to attend our 2019 annual meeting of stockholders, which will be held at our offices located at 225 Binney Street, Cambridge, Massachusetts 02142 on Wednesday, June 19, 2019, beginning at 9:00 a.m. Eastern Time. For those who cannot attend in person, we are offering a virtual stockholder meeting in which you can view the meeting, submit questions and vote online at www.virtualshareholdermeeting.com/BIIB2019. You will need the 16-digit control number included with these proxy materials to attend the annual meeting virtually via the Internet. Stockholders who attend the annual meeting virtually via the Internet will have the opportunity to participate fully in the meeting on an equal basis with those who attend in person.
The following notice of our annual meeting of stockholders contains details of the business to be conducted at the meeting. Only stockholders of record at the close of business on April 22, 2019, will be entitled to notice of, and to vote at, the annual meeting.
On behalf of the Board of Directors, I thank you for your continued support and investment in Biogen.
Very truly yours,
STELIOS PAPADOPOULOS, Ph.D.
Chairman of the Board
On behalf of the Board of Directors of Biogen Inc.
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| Notice of 2019 Annual Meeting of Stockholders
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| Date: |
Wednesday, June 19, 2019 |
| Time: |
9:00 a.m. Eastern Time |
| Place: |
Biogen Inc. |
225 Binney Street
Cambridge, Massachusetts 02142
| Record Date: |
April 22, 2019. Only Biogen stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the annual meeting. |
| Items of Business: |
1. | To elect the 14 nominees identified in the accompanying Proxy Statement to our Board of Directors to serve for a one-year term extending until the 2020 annual meeting of stockholders and their successors are duly elected and qualified. |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| 3. | To hold an advisory vote on executive compensation. |
| 4. | To transact such other business as may be properly brought before the annual meeting and any adjournments or postponements. |
| Virtual Meeting: |
To participate in the annual meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/BIIB2019. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. Stockholders who attend the annual meeting virtually via the Internet will have the opportunity to participate fully in the meeting on an equal basis with those who attend in person. |
| Voting: |
Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to attend the annual meeting, we urge you to vote as promptly as possible by telephone or Internet or by signing, dating and returning a printed proxy card or voting instruction form, as applicable. If you attend the annual meeting, you may vote your shares during the annual meeting even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will be represented and counted at the annual meeting. |
Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Stockholders
To Be Held on June 19, 2019:
The Notice of 2019 Annual Meeting of Stockholders, Proxy Statement and 2018 Annual Report on Form 10-K
are available at the following website: www.proxyvote.com.
By Order of Our Board of Directors,
SUSAN H. ALEXANDER,
Secretary
225 Binney Street
Cambridge, Massachusetts 02142
April 30, 2019
This Notice and Proxy Statement are first being sent to stockholders on or about April 30, 2019.
Our 2018 Annual Report on Form 10-K is being sent with this Notice and Proxy Statement.
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| Proxy Statement Summary | iii | |||||||
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General Information About the Meeting | 1 | ||||||
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Corporate Governance at Biogen |
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Audit Committee Matters |
Proposal 2 – Ratification of the Selection of Our Independent Registered Public Accounting Firm |
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Proxy Statement Table of Contents (continued) |
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| Manner and Cost of Proxy Solicitation
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| Appendix A — GAAP to Non-GAAP Reconciliation | A-1 | |||||||
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This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.
| Annual Meeting Information
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| DATE: | Wednesday, June 19, 2019 | |
| TIME: | 9:00 a.m. Eastern Time | |
| LOCATION: | Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142 | |
| RECORD DATE:
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April 22, 2019
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| Voting Matters and Vote Recommendation
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| Voting Matter | Board Recommendation |
Page Number for more detail | ||
| Item 1—Election of Directors | FOR each nominee | 11 | ||
| Item 2—Ratification of the Selection of our Independent Registered Public Accounting Firm | FOR | 27 | ||
| Item 3—Advisory Vote on Executive Compensation | FOR | 30 |
| How to Vote
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Proxy Statement Summary (continued) |
| Highlights of 2018 Company Performance
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We are focused on discovering, developing and delivering worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases as well as related therapeutic adjacencies. Our core growth areas include multiple sclerosis (MS) and neuroimmunology, Alzheimer’s disease and dementia, movement disorders, including Parkinson’s disease, and neuromuscular disorders, including spinal muscular atrophy (SMA) and amyotrophic lateral sclerosis (ALS). We are also focused on discovering, developing and delivering worldwide innovative therapies in our emerging growth areas of acute neurology, neurocognitive disorders, pain and ophthalmology. In addition, we are employing innovative technologies to discover potential treatments for rare and genetic disorders, including new ways of treating diseases through gene therapy in our core and emerging growth areas. We also commercialize biosimilars of advanced biologics. For additional information, please see our 2018 Annual Report on Form 10-K.
2018 Operating Performance Highlights
| • | Full year total revenues of $13.5 billion, a 10% increase versus the prior year. |
| • | We continued the successful launch of SPINRAZA, the first approved treatment for SMA. As of December 31, 2018, there were over 6,600 patients on therapy across the post-marketing setting, the Expanded Access Program and clinical trials. |
| • | In October 2018 we and Samsung Bioepis Co., Ltd. (Samsung Bioepis), our joint venture with Samsung BioLogics Co., Ltd. (Samsung BioLogics), launched IMRALDI, an adalimumab biosimilar referencing HUMIRA, in Europe. |
| • | We completed six business development transactions and increased our ownership percentage in Samsung Bioepis from approximately 5% to approximately 49.9%. |
| • | We added six clinical programs to our pipeline in 2018, including BIIB078 (IONIS-C9Rx) for C9ORF72-associated ALS, BIIB110 (ActRIIA/B ligand trap) for muscle enhancement in diseases such as SMA, an option to acquire TMS-007 for acute ischemic stroke, BIIB104 (AMPA receptor potentiator) for cognitive impairment associated with schizophrenia (CIAS), BIIB074 (vixotrigine) for small fiber neuropathy and BIIB095 for neuropathic pain. |
| • | In December 2018 Alkermes Pharma Ireland Limited, a subsidiary of Alkermes plc (Alkermes), submitted a New Drug Application (NDA) to the U.S. Food and Drug Administration (FDA) for the review of BIIB098 (diroximel fumarate). |
| • | We were awarded the 2018 International Prix Galien as Best Biotechnology Product for SPINRAZA. The prestigious honor marks the seventh Prix Galien for SPINRAZA, following country recognitions in the U.S., Germany, Italy, Belgium-Luxembourg, the Netherlands and the U.K. |
| • | Throughout 2018 we repurchased approximately 14.8 million shares of our common stock at a total cost of approximately $4.4 billion. |
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Proxy Statement Summary (continued)
| Our Values
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Biogen Elements
Much like the periodic table of elements documents the building blocks of the universe around us, the Biogen Elements give shape to our company’s culture and are embedded into all our people processes, including performance management, goal setting and development programs and activities. The Biogen Elements drive the behaviors, actions and decisions required to achieve our strategy and promote a unified approach to our individual jobs – strengthening our mission, informing our leadership, expanding our impact and fueling our growth.
As we remain focused on discovering, developing and delivering worldwide innovative therapies, we remain customer focused. We keep patients, payers and physicians front and center in our daily work and collaborate to solve critical scientific and business challenges. In doing so, we foster an inclusive community, both internally and externally. We work in partnership to break down siloes and encourage diverse perspectives and backgrounds at all levels.
A pioneering spirit permeates our work. We challenge the status quo and experiment to create new possibilities. We are not afraid to take calculated risks and learn from failure. We are resilient and agile, adapting in response to internal changes and external disruptors, and developing solutions quickly to take advantage of emerging opportunities.
As pioneers and leaders, we hold ourselves accountable for our work and results. We honor our commitments and we never compromise our integrity. We sustain an ethical environment of trust, honesty and transparency while ensuring appropriate confidentiality.
Environmental Sustainability
We are committed to solving environmental challenges. We work to improve our operational impact on the environment and have adopted strong sustainability policies. We aspire to be a catalyst for positive change by addressing environmental impacts resulting from our business, including carbon and water, and by increasing the environmental and social performance of our supply chain.
As part of this commitment, we utilize a science-based approach to reduce our environmental footprint, demonstrated by our Science Based Targets Initiative-approved 2030 absolute greenhouse gas reduction target of 35%. Our practice of using science to inform our targets when possible is part of our broader commitment to context-based sustainability. We embrace green chemistry as an opportunity to improve sustainability in our operations, and we work to find new and better ways to minimize waste and maintain zero waste to landfill in our manufacturing facilities.
Our 2018 accomplishments include:
| • | Named the Biotechnology Industry Leader on the Dow Jones Sustainability World Index. |
| • | Recognized as a corporate sustainability leader with Gold Class and Industry Mover Sustainability Awards from RobecoSAM. |
| • | Continued commitment to operational carbon neutrality highlighted through the use of 100% renewable electricity globally. |
| • | Committed to reduce carbon emissions by a targeted amount approved by the Science Based Target Initiative, to align ourselves with the global goal of limiting global temperature rise to under two degrees Celsius. |
| • | Earned Carbon Disclosure Project (CDP) scores of A, A- and B in the areas of Supplier Engagement, Climate Change and Water, respectively. |
Diversity and Inclusion
We believe that diversity in all forms is a key to our success. Different perspectives make us stronger as a business. Our diversity and inclusion strategy touches every facet of our business, focusing on three key components: expanding workforce diversity, improving health outcomes for underserved global patient populations and developing a sustainable, diverse supplier base.
We are honored to be recognized as a company of choice. In 2018 Biogen was ranked #51 on the Forbes list of World’s Best Employers, as well as one of the Best Employers for Women (at #38). We scored 100% on the 2018 Disability Equality Index, which measures our policies and practices related to disability inclusion. Additionally, for the fifth consecutive year, we were recognized as a Best Place to Work for LGBTQ Equality by the Human Rights Campaign, scoring 100% on their Corporate Equality Index.
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Proxy Statement Summary (continued)
| Corporate Governance Matters
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We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of our Board of Directors and management, provide a structure that allows our Board to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. Please see Part 2 – “Corporate Governance at Biogen” for more information.
Corporate Governance Highlights
| Board and Board Committees | ||||
| Number of Independent Director Nominees/Total Number of Director Nominees | 13/14 | |||
| Number of Female Director Nominees/Total Number of Director Nominees | 3/14 | |||
| Number of Director Nominees of International Origin/Total Number of Director Nominees | 3/14 | |||
| Average Age of Directors Standing for Election (as of April 22, 2019) | 63 | |||
| All Board Committees Consist of Independent Directors | Yes | |||
| Risk Oversight by Full Board and Committees | Yes | |||
| Separate Risk Committee | Yes | |||
| Active Board Oversight of Enterprise Risk Management | Yes | |||
| Separate Independent Chairman and CEO | Yes | |||
| Regular Executive Sessions of Independent Directors | Yes | |||
| Annual Anonymous Board and Committee Self-Evaluations | Yes | |||
| Annual Independent Director Evaluation of CEO | Yes | |||
| Mandatory Retirement Age for Directors (75 years old) | Yes | |||
| Director Education and Orientation | Yes | |||
| Annual Equity Grant to Directors | Yes | |||
| Director Stockholder Engagement Initiative | Yes | |||
| Stockholder Rights, Accountability and Other Governance Practices | ||||
| Annual Election of All Directors | Yes | |||
| Majority Voting for Directors and Resignation Policy | Yes | |||
| One-Share, One-Vote Policy | Yes | |||
| Proxy Access Bylaw (3% ownership, 3 years, nominees for up to 25% of our Board) | Yes | |||
| Annual Advisory Stockholder Vote on Executive Compensation | Yes | |||
| Stockholder Ability to Call Special Meetings (25% Threshold) | Yes | |||
| Stockholder Ability to Act by Written Consent | Yes | |||
| Anti-Overboarding Policy Limiting the Number of Other Public Company Boards on which our Directors May Serve (four for Non-Employee Directors and one for the CEO) | Yes | |||
| Stock Ownership Guidelines for Directors and Executives | Yes | |||
| Prohibition from Hedging and Pledging Securities or Otherwise Engaging in Derivative Transactions | Yes | |||
| Compensation Recovery in Equity and Annual Bonus Plans | Yes | |||
| Comprehensive Code of Conduct and Corporate Governance Princples | Yes | |||
| Related Person Transaction Policy and Conflicts of Interest and Outside Activities Policy with Oversight by the Corporate Governance Committee | Yes | |||
| Stock Ownership Guidelines for Directors and Executives | Yes | |||
| Active Board Engagement in Succession Planning of Executive Officers | Yes | |||
| Absence of a Stockholder Rights Plan (referred to as “Poison Pill”) | Yes | |||
| Strong Commitment to Environmental and Sustainability Matters | Yes | |||
| Board Oversight and Expanded Disclosure on Website Related to Corporate Political Contributions and Expenditures | Yes | |||
Director Stockholder Engagement Initiative
We value the views of our stockholders and other stakeholders, and we solicit input throughout the year. During 2018 independent members of our Board of Directors met with several stockholders to discuss a variety of issues, including business strategy, capital allocation, corporate governance, executive compensation, sustainability and corporate social responsibility initiatives.
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Proxy Statement Summary (continued) |
| Our Director Nominees
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Proposal 1 — Election of Directors
You are being asked to vote on the election of the following 14 nominees for director. All directors are elected annually by the affirmative vote of a majority of votes cast. Detailed information about each director’s background, skill sets and areas of expertise can be found beginning on page 11.
| Committee Memberships* | Other Public Boards | |||||||||||||||||
| Name, Occupation and Experience | Age* | Independent | AC | C&MDC | CGC | FC | RC | STC | ||||||||||
| John R. Chiminski* Chair of the Board, President and Chief Executive Officer, Catalent, Inc. |
55 | Yes | 1 | |||||||||||||||
| Alexander J. Denner, Ph.D. Founding Partner and Chief Investment Officer, Sarissa Capital Management LP |
49 | Yes |
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| Caroline D. Dorsa Retired Executive Vice President and Chief Financial Officer, Public Service Enterprise Group Incorporated |
59 | Yes |
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| William A. Hawkins* Senior Advisor, EW Healthcare Partners |
65 | Yes | 1 | |||||||||||||||
| Nancy L. Leaming Retired Chief Executive Officer and President, Tufts Health Plan |
71 | Yes |
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| Jesus B. Mantas* Managing Partner and General Manager, IBM Global Services |
50 | Yes | — | |||||||||||||||
| Richard C. Mulligan, Ph.D. Mallinckrodt Professor of Genetics, Emeritus, Harvard Medical School and Executive Vice Chairman, Sana Biotechnology |
64 | Yes |
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| Robert W. Pangia Retired Chief Executive Officer, Ivy Sports Medicine, LLC |
67 | Yes |
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| Stelios Papadopoulos, Ph.D. Chairman, Biogen Inc., Chairman, Exelixis, Inc. and Chairman, Regulus Therapeutics Inc. |
70 | Yes |
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| Brian S. Posner Private Investor and Founder and Managing Partner, Point Rider Group LLC |
57 | Yes |
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| Eric K. Rowinsky, M.D. President and Executive Chairman, RGenix, Inc. |
62 | Yes |
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| The Honorable Lynn Schenk, J.D. Attorney, Former Chief of Staff to the Governor of California and Former U.S. Congresswoman |
74 | Yes |
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1 | |||||||||||||
| Stephen A. Sherwin, M.D. Clinical Professor of Medicine, University of California, San Francisco and Advisor to Life Sciences Companies |
70 | Yes |
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| Michel Vounatsos Chief Executive Officer, Biogen Inc. |
57 | No | — | |||||||||||||||
* Age and Committee memberships are as of April 22, 2019. Messrs. Chiminski, Hawkins and Mantas are each new director nominees standing for election to our Board of Directors at the Annual Meeting.
| AC: Audit Committee | CGC: Corporate Governance Committee | RC: Risk Committee | ||
| C&MDC: Compensation and Management Development Committee | FC: Finance Committee | STC: Science and Technology Committee |
| Chair:
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Member:
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Financial Expert:
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Proxy Statement Summary (continued) |
| Our Auditors
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Proposal 2 – Ratification of Independent Registered Public Accounting Firm
You are being asked to vote to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2019. Detailed information about this proposal can be found beginning on page 27.
| Executive Compensation Matters
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Proposal 3 – Advisory Vote on Executive Compensation
Our Board of Directors recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (NEOs) as described in this Proxy Statement (the “say-on-pay” vote). Detailed information about the compensation paid to our NEOs can be found beginning on page 30.
Our compensation programs embody a pay-for-performance philosophy that supports our business strategy and aligns executive interests with those of our stockholders. Highlights of our compensation programs for 2018 and our compensation best practices follow.
| Pay-for-Performance | ||
| Short- and long-term incentive compensation rewards financial, strategic and operational performance and the accomplishment of pre-established goals that are set to support our long-range plans.
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Approximately 91% of the target compensation for Michel Vounatsos, our CEO, was performance-based and at-risk in 2018.
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Approximately 84% of the target compensation for our other NEOs was performance-based and at-risk in 2018 (excluding one-time transition equity awards).
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| Other Compensation Best Practices | ||
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We provide competitive total pay opportunities after consideration of many factors, including comparative data from a carefully selected peer group.
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An independent compensation consultant assists the Compensation and Management Development Committee in setting executive and non-employee director compensation.
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Our compensation programs do not encourage unnecessary and excessive risk taking, and risk assessments are conducted annually.
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Payments under our annual bonus plan are performance-based and capped.
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Long-term incentive awards are generally performance-based and subject to multi-year vesting and designed to reward long-term performance.
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Stock option awards are granted at fair market value; we do not backdate or reprice stock option awards.
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We maintain robust stock ownership guidelines for executive officers and directors.
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Compensation may be recouped/clawed back under our equity and annual bonus plans.
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A double-trigger is required for accelerated equity vesting upon change in control.
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In June 2009 we adopted a policy to eliminate excise tax gross ups for newly-hired executives.
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We do not offer additional special perquisites to our executive officers that are not offered to our broad employee base or senior management populations.
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Proxy Statement Summary (continued) |
| Note about Forward-Looking Statements
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This Proxy Statement contains forward-looking statements, including statements relating to: our strategy and plans; potential of our commercial business and pipeline programs; capital allocation and investment strategy; clinical trials and data readouts and presentations; and the anticipated benefits and potential of investments, collaborations and business development activities. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “possible,” “will,” “would” and other words and terms of similar meaning. You should not place undue reliance on these statements or the scientific data presented.
These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including the risks and uncertainties that are described in the Risk Factors section of our most recent annual or quarterly report and in other reports we have filed with the Securities and Exchange Commission (SEC). These statements are based on our current beliefs and expectations and speak only as of the date of this Proxy Statement. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
| Note regarding Trademarks
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PLEGRIDY®, SPINRAZA®, TECFIDERA® and ZINBRYTA® are registered trademarks of Biogen. IMRALDI™ is a trademark of Biogen. HUMIRA® and other trademarks referenced in this Proxy Statement are the property of their respective owners.
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Biogen Inc.
225 Binney Street
Cambridge, Massachusetts 02142
The Board of Directors of Biogen Inc. is soliciting your proxy to vote at our 2019 annual meeting of stockholders (Annual Meeting) to be held at 9:00 a.m. Eastern Time on Wednesday, June 19, 2019, for the purposes summarized in the accompanying Notice of 2019 Annual Meeting of Stockholders. Our 2018 Annual Report on Form 10-K is also available with this Proxy Statement.
References in this Proxy Statement to “Biogen” or the “Company,” “we,” “us” and “our” refer to Biogen Inc.
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What is the purpose of the Annual Meeting? |
At the Annual Meeting, stockholders will vote upon the matters that are summarized in the formal meeting notice. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the Annual Meeting.
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Can I attend the Annual Meeting? |
We will be hosting the Annual Meeting at our offices at 225 Binney Street, Cambridge, Massachusetts 02142. For those who cannot attend in person, we are offering a virtual stockholder meeting in which you can view the meeting, submit questions and vote online at www.virtualshareholdermeeting.com/BIIB2019. You will need the 16-digit control number included with these proxy materials to attend the Annual Meeting virtually via the Internet. Stockholders who attend the Annual Meeting virtually via the Internet will have the opportunity to participate fully in the meeting on an equal basis with those who attend in person.
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What do I need in order to be able to participate in the Annual Meeting virtually via the Internet? |
You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form in order to be able to vote your shares or submit questions via the Internet during the Annual Meeting. If you do not have your 16-digit control number and attend the meeting online, you will be able to listen to the meeting only — you will not be able to vote or submit questions during the meeting.
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Who can vote? |
Each share of our common stock that you own as of the close of business on the record date of April 22, 2019 (Record Date) entitles you to one vote on each matter to be voted upon at the Annual Meeting. As of the Record Date, 193,893,397 shares of our common stock were outstanding and entitled to vote. We are making this Proxy Statement and other Annual Meeting materials available on the Internet at www.proxyvote.com or, upon request, by sending printed versions of these materials on or about April 30, 2019, to all stockholders of record as of the Record Date. For ten days before the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our offices located at 225 Binney Street, Cambridge, Massachusetts 02142 and will also be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/BIIB2019. If you would like to review the list, please call our Investor Relations department at (781) 464-2442.
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Table of Contents
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General Information About the Meeting (continued) |
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What am I voting on at the Annual Meeting? |
Stockholders will be asked to vote on the following items at the Annual Meeting:
• The election to our Board of Directors of the 14 director nominees (Proposal 1);
• The ratification of the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 2);
• The advisory vote on executive compensation (Proposal 3); and
• The transaction of such other business as may be properly brought before the meeting and any adjournments or postponements.
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What is the recommendation of our Board of Directors on each of the matters scheduled to be voted on at the Annual Meeting? |
Our Board of Directors recommends that you vote:
• “FOR” each of the director nominees (Proposal 1);
• “FOR” the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 2); and
• On an advisory basis, “FOR” the approval of our executive compensation (Proposal 3).
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How do proxies work? |
Our Board of Directors is asking for your proxy authorizing the individuals named as proxies to vote your shares at the Annual Meeting in the manner you direct. You may abstain from voting on any matter. If you submit your proxy without specifying your voting instructions, we will vote your shares on the matters scheduled to be voted on at the Annual Meeting in accordance with our Board of Directors’ recommendations described above. As to any other matter that may properly come before the Annual Meeting or any adjournment or postponement, the individuals named as proxies will vote your shares at the Annual Meeting in accordance with their best judgment.
Shares represented by valid proxies received in time for the Annual Meeting and not revoked before the Annual Meeting will be voted at the Annual Meeting. You can revoke your proxy and change your vote in the manner described below (under the heading “Can I revoke or change my vote after I submit my proxy?”). If your shares are held through a bank, broker or other nominee, please follow the instructions that you were provided by your bank, broker or other nominee.
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Table of Contents
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General Information About the Meeting (continued) |
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How do I vote and what are the voting deadlines? |
Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your shares.
You may also vote during the Annual Meeting via the Internet by going to www.virtualshareholdermeeting.com/BIIB2019. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card to be able to vote during the Annual Meeting via the Internet.
If you vote via the Internet or by telephone before the Annual Meeting, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the Internet or by telephone before the Annual Meeting, do not return your proxy card.
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| Beneficial Owners. If your shares are held in a brokerage account in your broker’s name, then you are the beneficial owner of shares held in “street name.” If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the bank, broker or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your bank, broker or other nominee in order to instruct your bank, broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the bank, broker or other nominee. Shares held beneficially may not be voted during the Annual Meeting; instead a beneficial holder must instruct their bank, broker or other nominee in advance of the Annual Meeting. |
By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card. Votes submitted through
www.proxyvote.com must be received by 11:59 p.m. Eastern Time on June 18, 2019.
By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials
or, if you received a printed copy of the proxy materials, on your proxy card. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on June 18, 2019.
By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning
it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 18, 2019, to be voted at the Annual Meeting.
During the Annual Meeting. You may vote during the Annual Meeting by submitting a written ballot in person at the Annual Meeting. To obtain
directions to attend the Annual Meeting, please contact our Investor Relations department at (781) 464-2442. We will pass out ballots at the Annual Meeting to anyone who wishes to vote in person.
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Table of Contents
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General Information About the Meeting (continued) |
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Can I revoke or change my vote after I submit my proxy? |
Stockholders of Record. If you are a stockholder of record, you may revoke or change your vote at any time before the final vote at the Annual Meeting by:
• signing and returning a new proxy card with a later date, to be received no later than June 18, 2019;
• submitting a later-dated vote by telephone or via the Internet — only your latest telephone or Internet proxy received by 11:59 p.m. Eastern Time on June 18, 2019, will be counted;
• attending the Annual Meeting in person and voting in person or participating in the Annual Meeting virtually via the Internet and voting again; or
• delivering a written revocation to our Secretary at Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142, to be received no later than June 18, 2019.
Only your latest vote, in whatever form, will be counted.
Beneficial Owners. If you are a beneficial owner of your shares, you must contact the bank, broker or other nominee holding your shares and follow their instructions for revoking or changing your vote.
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Will my shares be counted if I do not vote? |
Stockholders of Record. If you are the stockholder of record and you do not vote before the Annual Meeting by proxy card, telephone or via the Internet, or during the Annual Meeting either in person or virtually via the Internet, your shares will not be voted at the Annual Meeting.
Beneficial Owners. If you are the beneficial owner of shares, your bank, broker or other nominee, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. Uninstructed shares whose votes cannot be counted on non-routine matters result in what are commonly referred to as “broker non-votes.”
The proposal to ratify the selection of our independent registered public accounting firm is a routine matter and the other proposals are non-routine matters. If you do not give your broker voting instructions, your broker (1) will be entitled to vote your shares on the proposal to ratify the selection of our independent registered public accounting firm and (2) will not be entitled to vote your shares on the other proposals. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted on all of these important matters.
You should vote your shares by telephone or by Internet according to the instructions provided by your bank, broker or other nominee or by signing, dating and returning a printed voting instruction form to your bank, broker or other nominee to ensure that your shares are voted on your behalf.
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How many shares must be present to hold the Annual Meeting? |
A majority of our issued and outstanding shares of common stock as of the Record Date must be present at the Annual Meeting to hold the Annual Meeting and conduct business. This is called a quorum. Shares voted in the manner described above (under the heading “How do I vote and what are the voting deadlines?”) will be counted as present at the Annual Meeting. Shares that are present and entitled to vote on one or more of the matters to be voted upon are counted as present for establishing a quorum. If a quorum is not present, we expect that the Annual Meeting will be adjourned until we obtain a quorum.
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Table of Contents
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General Information About the Meeting (continued) |
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What vote is required to approve each proposal and how are votes counted? |
• Proposal 1: Election of Directors: Directors are elected by a majority vote of the votes cast in uncontested elections — that is, a director will be elected if more votes are cast for that director’s election than against that director — and by a plurality of votes cast in contested elections — that is, the directors receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes, if any, are not counted for purposes of electing directors and will have no effect on the results of this vote.
• Proposal 2: Ratification of the Selection of our Independent Registered Public Accounting Firm: The affirmative vote of a majority of shares present in person or represented by proxy and having voting power at the Annual Meeting is required to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Abstentions will have the effect of votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of the selection of our independent registered public accounting firm, thus we do not expect any broker non-votes on this proposal.
• Proposal 3: Advisory Vote on Executive Compensation: Because this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval. We value the opinions expressed by our stockholders in this advisory vote, and the Compensation and Management Development Committee of our Board of Directors (sometimes referred to in this Proxy Statement as our “C&MD Committee”), which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of this vote when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes, if any, will not have any effect on the results of those deliberations.
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Are there other matters to be voted on at the Annual Meeting? |
We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment.
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Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
We have elected to provide access to our proxy materials on the Internet, consistent with the rules of the SEC. Accordingly, in most instances we are mailing a Notice of Internet Availability of Proxy Materials to our stockholders. You can access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or you may request printed versions of our proxy materials for the Annual Meeting. In addition, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
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Table of Contents
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General Information About the Meeting (continued) |
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What does it mean if I receive more than one notice regarding the Internet availability of proxy materials or more than one set of printed proxy materials? |
If you hold your shares in more than one account, you may receive a separate Notice of Internet Availability of Proxy Materials or a separate set of printed proxy materials, including a separate proxy card or voting instruction form, for each account. To ensure that all of your shares are voted, please vote by telephone or by Internet or sign, date and return a proxy card or voting instruction form for each account.
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Where do I find the voting results of the Annual Meeting? |
We will publish the voting results of the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the end of the Annual Meeting. You may request a copy of this Form 8-K by contacting Investor Relations, Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142, (781) 464-2442. You will also be able to find a copy of this Form 8-K on the Internet through the SEC’s electronic data system, called EDGAR, at www.sec.gov or under the “Financials” subsection of the “Investors” section of our website, www.biogen.com.
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Who should I call if I have any questions? |
If you have any questions or require any assistance with voting your shares, please contact the bank, broker or other nominee holding your shares, or our Investor Relations department at (781) 464-2442.
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Table of Contents
Table of Contents
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Corporate Governance at Biogen (continued) |
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Table of Contents
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Corporate Governance at Biogen (continued) |
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Table of Contents
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Corporate Governance at Biogen (continued) |
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Table of Contents
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Proposal 1 – Election of Directors
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We are asking our stockholders to elect the 14 director nominees listed below to serve a one-year term extending until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified, unless they resign or are removed:
| John R. Chiminski | Jesus B. Mantas | Eric K. Rowinsky | ||
| Alexander J. Denner | Richard C. Mulligan | Lynn Schenk | ||
| Caroline D. Dorsa | Robert W. Pangia | Stephen A. Sherwin | ||
| William A. Hawkins | Stelios Papadopoulos | Michel Vounatsos | ||
| Nancy L. Leaming | Brian S. Posner |
Our Board of Directors has nominated these 14 individuals based on its carefully considered judgment that the experience, qualifications, attributes and skills of our nominees qualify them to serve on our Board of Directors. As described in detail below, our nominees have considerable professional and business expertise. We know of no reason why any nominee would be unable to accept nomination or election.
If any nominee is unable to serve on our Board of Directors, the shares represented by your proxy will be voted for the election of such other person as may be nominated by our Board of Directors. In addition, in compliance with all applicable state and federal laws and regulations, we will file an amended proxy statement and proxy card that, as applicable, (1) identifies the alternate nominee(s), (2) discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Item 7 of Schedule 14A with respect to such nominees. All nominees have consented to be named in this Proxy Statement and to serve if elected.
Director Skills and Qualifications
The Corporate Governance Committee believes that the 14 director nominees collectively have the skills, experience, diversity and character to execute the Board’s responsibilities. The following is a summary of those qualifications:
| Attributes, Experience and Skills
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| General Management Experience
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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| Financial Experience
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✓
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✓
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✓
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✓
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✓
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✓
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| Audit Committee Financial Expertise
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✓ | ✓
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✓
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✓
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✓
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✓
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✓
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✓
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| Mergers & Acquisitions Experience
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✓ | ✓
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✓
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✓
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✓
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✓
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| Scientific Research Experience
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✓
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| Drug Development Experience
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✓
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| Commercial Experience
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✓
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| International Business Experience
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✓ | ✓
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| Public Policy Experience
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✓
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| Operations Experience
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✓
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| Other Public Company Board Service
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Table of Contents
Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
DIRECTOR NOMINEE NAMED ABOVE.
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Table of Contents
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Board of Directors (continued) |
Our Board of Directors met 12 times in 2018. Our Board of Directors also has six standing committees. The principal functions of each committee, the committee composition in 2018 and number of meetings held in 2018 are described in the table below. The Chair of each committee periodically reports to our Board of Directors on committee deliberations and decisions. Each committee’s charter is posted on our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website. Also posted there are our Corporate Governance Principles, which, together with our committee charters, comprise our governance framework.
| Committee
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Function
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2018 Members
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Meetings in 2018
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Audit |
Assists our Board of Directors in its oversight of: • the integrity of our financial statements; • our accounting and financial reporting processes; • the independence, qualifications and performance of our independent registered public accounting firm; • our global tax compliance and tax audit processes; and • our internal audit and corporate compliance functions.
Our Audit Committee has the sole authority and direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm.
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Caroline D. Dorsa† (Chair) Nancy L. Leaming† Stelios Papadopoulos Brian S. Posner† |
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Compensation and Management Development
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Assists our Board of Directors with oversight of executive compensation and management development, including: • recommending to our Board of Directors the compensation for our Chief Executive Officer and approving the compensation for our other executive officers; • administration of our short- and long-term incentive plans; • reviewing executive and senior management development programs; and • recommending to our Board of Directors the compensation of our non-employee directors.
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Robert W. Pangia (Chair) Richard C. Mulligan Eric K. Rowinsky Lynn Schenk |
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9 |
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Corporate Governance |
Assists our Board of Directors in assuring sound corporate governance practices and identifying qualified nominees to our Board of Directors and its committees.
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Alexander J. Denner (Chair)
Brian S. Posner Eric K. Rowinsky
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11 |
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Finance |
Assists our Board of Directors with oversight of our financial strategy, policies and practices. |
Brian S. Posner (Chair) Alexander J. Denner Robert W. Pangia Stelios Papadopoulos Stephen A. Sherwin
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8 |
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Risk |
Assists our Board of Directors with oversight of management’s exercise of its responsibility to assess and manage risks associated with our business and operations.
For more information on our Board oversight of risks, please see “Board Risk Oversight” below.
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Lynn Schenk (Chair) Caroline D. Dorsa Nancy L. Leaming Stephen A. Sherwin |
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5 |
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Science and Technology |
Assists our Board of Directors with oversight of our key strategic decisions involving research and development matters and our intellectual property portfolio. |
Richard C. Mulligan (Chair) Stelios Papadopoulos Eric K. Rowinsky Stephen A. Sherwin
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8 |
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| † | Determined by our Board of Directors to be an audit committee financial expert. |
| • | Attendance at Board and Committee Meetings. No director attended fewer than 75% of the total number of meetings of our Board of Directors and the committees on which he or she served during 2018. |
| • | Executive Sessions. Under our Corporate Governance Principles, the independent directors of our full Board of Directors are required to meet without management present at least four times each year and may also meet without management present at such other times as determined by our Chairman or if requested by at least two other directors. In 2018 the independent directors of our full Board of Directors met without management present four times. Each committee of our Board of Directors also had numerous executive sessions throughout the year. |
| • | Attendance at Stockholder Meeting. We expect all of our directors and director nominees to attend our annual meetings of stockholders. All of our directors attended our 2018 annual meeting of stockholders. |
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Table of Contents
| 3 |
Board of Directors (continued) |
This section describes our compensation program for our non-employee directors and shows the compensation paid to or earned by our non-employee directors during 2018. Mr. Vounatsos, our Chief Executive Officer, receives no compensation for his service on our Board of Directors.
Retainers, Meeting Fees and Expenses
The following table presents the annual retainers and meeting fees for all non-employee members of our Board of Directors in effect in 2018, which were unchanged from 2017:
| Retainers | Meeting Fees | |||||||||
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Annual Board Retainer
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$
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65,000
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Board of Directors Meetings (per meeting day):
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Annual Retainers (in addition to Annual Board Retainer):
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In-person attendance
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$
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2,500
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Telephonic attendance
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$
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1,500
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Independent Chairman of the Board
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$
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75,000
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Committee Meetings (per meeting attended by each such committee member in person or telephonically)
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$
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1,500
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Audit Committee Chair
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$
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25,000
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Attendance at Annual Science and Technology Committee Portfolio Review (per day)
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$
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1,500
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| |||
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Compensation and
Management
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$
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20,000
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| |||||||
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Corporate Governance Committee Chair
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$
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15,000
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Finance Committee Chair
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$
|
15,000
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|
|||||||
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Risk Committee Chair
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$
|
15,000
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|
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Science and Technology Committee Chair
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$
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15,000
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| Audit Committee Member (other than Chair)
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$
|
5,000
|
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Table of Contents
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Board of Directors (continued) |
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Table of Contents
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Board of Directors (continued) |
| Name (a) |
Fees Earned or Paid in Cash(1) (b) |
Stock Awards(2) (c) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) (d) |
All Other Compensation(4) (e) |
Total (f) |
|||||||||||
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Alexander J. Denner
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$
|
139,000
|
|
$
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269,447
|
|
—
|
$5,000
|
$
|
413,447
|
| |||||
|
Caroline D. Dorsa
|
$
|
143,000
|
|
$
|
269,447
|
|
—
|
—
|
$
|
412,447
|
| |||||
|
Nancy L. Leaming
|
$
|
120,500
|
|
$
|
269,447
|
|
—
|
$10,280
|
$
|
400,227
|
| |||||
|
Richard C. Mulligan
|
$
|
138,500
|
|
$
|
269,447
|
|
—
|
—
|
$
|
407,947
|
| |||||
|
Robert W. Pangia
|
$
|
140,500
|
|
$
|
269,447
|
|
$72,763
|
—
|
$
|
482,710
|
| |||||
|
Stelios Papadopoulos
|
$
|
144,500
|
|
$
|
443,976
|
|
—
|
$25,000
|
$
|
613,476
|
| |||||
|
Brian S. Posner
|
$
|
158,000
|
|
$
|
269,447
|
|
—
|
$25,000
|
$
|
452,447
|
| |||||
|
Eric K. Rowinsky
|
$
|
138,500
|
|
$
|
269,447
|
|
—
|
—
|
$
|
407,947
|
| |||||
|
Lynn Schenk
|
$
|
134,000
|
|
$
|
269,447
|
|
—
|
$25,000
|
$
|
428,447
|
| |||||
|
Stephen A. Sherwin |
$ |
124,500 |
|
$ |
269,447 |
|
— |
$25,000 |
$ |
418,947 |
| |||||
Notes to the 2018 Director Compensation Table
| (1) | Includes $1,500 of fees received by each director in 2018 for fees earned in 2017 and $3,000 of fees earned by each of Dr. Denner, Mr. Posner and Dr. Rowinsky in 2018 but which were paid in 2019. |
| (2) | The amounts in column (c) represent the grant date fair value of RSU awards made in 2018 to non-employee directors under the Non-Employee Directors Equity Plan, as described in the narrative preceding this table. These RSUs are scheduled to vest in full and be settled in shares on the first anniversary of the grant date, generally subject to continued service. Grant date fair values were computed in accordance with Accounting Standards Codification (ASC) 718 and determined by multiplying the number of RSUs awarded by the fair market value of the Company’s common stock on the relevant grant date. |
| (3) | The amounts in column (d) represent earnings under the Voluntary Board of Directors Savings Plan that are in excess of 120% of the average applicable federal long-term rate. The federal long-term rate for 2018 applied in this calculation is 3.06%, which was the federal long-term rate effective in January 2018 when the Fixed Rate Option (FRO) under this plan was established for 2018. Only Mr. Pangia has deferred compensation notionally invested in the FRO. |
| (4) | The amounts in column (e) represent the amount of matching contributions made in 2018 by the Biogen Foundation on behalf of the director pursuant to the terms of a matching gift program offered by the Biogen Foundation to all U.S. employees and non-employee directors of Biogen. Under the matching gift program, the Biogen Foundation matches gifts to eligible U.S.-based non-profit organizations, in accordance with the Biogen Foundation’s guidelines, up to an annual maximum per donor amount of $25,000 per calendar year and up to a program total of $1.5 million per calendar year. The matching contributions made by the Biogen Foundation are not taxable income to the director, and the director may not take any tax deductions for such matching contributions. |
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Board of Directors (continued) |
Director Equity Outstanding at 2018 Fiscal Year-End
The following table summarizes the equity awards that were outstanding as of December 31, 2018, for each of the non-employee directors serving during 2018.
|
Option Awards(1)
|
Stock Awards(2)
| |||||||
| Name
|
Number
of
|
Number of Shares or Units of Stock That Have Not Vested
| ||||||
|
Alexander J. Denner
|
—
|
880
| ||||||
|
Caroline D. Dorsa
|
—
|
880
| ||||||
|
Nancy L. Leaming
|
—
|
880
| ||||||
|
Richard C. Mulligan
|
—
|
880
| ||||||
|
Robert W. Pangia
|
6,114
|
880
| ||||||
|
Stelios Papadopoulos
|
—
|
1,450
| ||||||
|
Brian S. Posner
|
—
|
880
| ||||||
|
Eric K. Rowinsky
|
—
|
880
| ||||||
|
Lynn Schenk
|
—
|
880
| ||||||
|
Stephen A. Sherwin |
12,278 |
880 | ||||||
Notes to the Director Equity Outstanding at 2018 Fiscal Year-End Table
| (1) | All stock option awards were granted to our non-employee directors with a ten-year term and vested in full on the first anniversary of the grant date. All outstanding stock options granted to non-employee directors were fully vested and exercisable as of December 31, 2018. |
| (2) | Represents the number of RSUs awarded to non-employee directors in 2018 under the Non-Employee Directors Equity Plan, as described in the narrative preceding the “2018 Director Compensation” table above. These RSU awards are scheduled to vest in full and be settled in shares on the first anniversary of the grant date, generally subject to continued service. |
Our Board of Directors believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks and adopting appropriate control and mitigation of these risks. As stated in our Corporate Governance Principles, our Board of Directors and its committees are responsible for “reviewing the Company’s significant risk exposures and steps taken by management to monitor and mitigate such exposure.” We also have a separate Risk Committee of our Board of Directors that assists our Board in its oversight of management’s exercise of its responsibility to assess and manage risk associated with the Company’s business and operations.
Our Board of Directors oversees the management of material risks facing the Company. Biogen is committed to fostering a company culture of risk-adjusted decision-making without constraining reasonable risk-taking and innovation. Our Board of Directors and its committees oversee our efforts to foster this culture. Our Board of Directors regularly receives information about our material strategic, operational, financial and compliance risks and management’s response to, and mitigation of, such risks. In addition, our risk management systems, including our risk assessment processes, internal control over financial reporting, compliance programs and internal and external auditing procedures, are designed to inform management and our Board of Directors about our material risks. As part of its risk oversight function, our Board of Directors and its committees review this framework, its operation and our strategies for generating long-term value for our stockholders to ensure that such strategies will not motivate management to take excessive risks.
Our Board of Directors also reviews enterprise risks and discusses them with our management, including issues relevant to our business, reputation and strategy, including intellectual property risk, pipeline and business development, pricing and patient access, legal and regulatory matters and manufacturing. In addition, our Board of Directors and its committees oversee elements of our culture. Management updates our C&MD Committee on our compensation practices and progress against strategies and objectives in the areas of management and leadership development and diversity as well as steps taken to address matters such as inappropriate workplace behavior, including harassment and retaliation. In addition, our Audit Committee is responsible for the oversight of our compliance program.
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| 3 |
Board of Directors (continued) |
In determining the allocation of risk oversight responsibilities, our Board of Directors and its committees generally oversee material risks within their identified areas of concern. Our Board of Directors and each of its committees meet regularly with management to ensure that management is exercising its responsibility to identify relevant risks and is adequately assessing, monitoring and taking appropriate action to mitigate risk. In the event a committee receives a report from members of management on areas of material risk to the Company, the Chair of the relevant committee reports on the discussion to the full Board of Directors at the next Board of Directors meeting. This enables our Board of Directors and its committees to coordinate their oversight of risk and identify risk interrelationships.
Our independent Chairman of the Board promotes effective communication and consideration of matters presenting significant risks to the Company through his role in developing our Board of Directors’ meeting agendas, advising committee chairs, chairing meetings of the independent directors and facilitating communications between independent directors and our Chief Executive Officer.
A summary of the key areas of risk oversight responsibility of our Board of Directors and each of its committees is set forth below:
|
Board or Committee |
Area of Risk Oversight | |||
|
Board |
• Corporate and commercial strategy and execution, pricing and reimbursement, competition and other material risks
|
|||
|
Audit
|
• Financial, accounting, disclosure, corporate compliance, distributors, insurance, anti-bribery and anti-corruption matters and other risks reviewed in its oversight of the internal audit and corporate compliance functions
|
|||
|
Compensation and Management Development
|
• Workforce matters, including harassment • Compensation policies and practices, including whether such policies and practices balance risk-taking and rewards in an appropriate manner as discussed further below
|
|||
|
Corporate Governance
|
• Corporate governance and board succession, director independence, potential conflicts of interest and related party transactions involving directors and executive officers
|
|||
|
Finance
|
• Financial, capital and credit risks
|
|||
|
Risk
|
• Risk governance framework and infrastructure designed to identify, assess, manage and monitor the Company’s material risks • Risk management policies, guidelines and practices implemented by Company management • Allocation of risk oversight responsibilities to our Board of Directors and its committees • Information technology, cybersecurity, environmental, health and sustainability and other material risks not allocated to our Board of Directors or another committee • Material government and other investigations and litigation
|
|||
|
Science and Technology |
• Research and development activities, clinical development and drug safety and intellectual property |
|||
The Compensation Discussion and Analysis (CD&A) section of this Proxy Statement describes our compensation policies, programs and practices for our named executive officers. Our goal-setting, performance assessment and compensation decision-making processes described in the CD&A generally apply to all employees. We offer a limited number of short-term cash incentive plans, with employees eligible for either our annual bonus plan or a sales incentive compensation plan. No employee is eligible to participate in more than one cash incentive plan at any time. Our annual bonus plan is consistently maintained for all participants globally, with the same Company performance goals, payout levels (as a percentage of target) and administrative provisions regardless of the participant’s job level, location or function in the Company. We also have a long-term incentive program that provides different forms of awards depending upon an employee’s level but is otherwise consistent throughout the Company.
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Board of Directors (continued) |
In the CD&A, we describe the risk-mitigation controls for our compensation programs. These controls include C&MD Committee review and approval of the design, goals and payouts under our annual bonus plan and long-term incentive program and each executive officer’s compensation (or, in the case of our Chief Executive Officer’s compensation, a recommendation of that compensation to our Board of Directors for its approval). In addition, we review the processes, controls and design of our sales incentive compensation plans.
The C&MD Committee, working with the independent compensation consultant, also conducts an annual assessment of potential risks related to our compensation policies, programs and practices. Among other factors, this risk assessment considers the form of compensation (i.e., award type, fixed versus variable and short-term versus long-term), pay alignment, performance measures and goals, payout maximums, vesting periods and C&MD Committee oversight and independence. This assessment is focused on (1) having an appropriate balance in our program structure to mitigate compensation-related risk with cash versus stock, short-term versus long-term measurement and financial versus non-financial goals; and (2) policies and practices to mitigate compensation-related risk including recoupment of compensation, stock ownership guidelines, equity administration rules and insider-trading and hedging prohibitions.
Based on our assessment, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and Company-wide goals, our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
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|
| Proposal 2 – Ratification of the Selection of Our Independent Registered Public Accounting Firm
|
||||
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.
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Executive Compensation Matters (continued) |
|
COMPENSATION DISCUSSION AND ANALYSIS
|
This Compensation Discussion and Analysis (CD&A) describes our compensation strategy, philosophy, policies and practices underlying our executive compensation programs for 2018. It also provides information regarding the manner and context in which compensation was earned by and awarded to our 2018 named executive officers listed below, whom we refer to collectively as “named executive officers” or “NEOs.”
|
Michel Vounatsos Chief Executive Officer |
|
Susan H. Alexander Executive Vice President, Chief Legal Officer and Secretary | |||||||||
|
Jeffrey D. Capello Executive Vice President and Chief Financial Officer |
|
Paul F. McKenzie, Ph.D. Executive Vice President, Pharmaceutical Operations & Technology | |||||||||
|
Michael Ehlers, M.D., Ph.D. Executive Vice President, Research and Development |
|
|
2018 Highlights
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Executive Compensation Matters (continued) |
A brief summary of our 2018 business, financial and executive compensation highlights are as follows:
Financial Performance
The following chart provides a summary of our financial performance for 2018 compared to 2017:
A reconciliation of our GAAP to Non-GAAP financial measures is provided in Appendix A to this Proxy Statement.
Total Stockholder Return
| • | Our one-, three- and five-year total stockholder return (TSR)* compared to our peer group and the Standard & Poor’s 500 (S&P 500) is set forth below. |
| * | TSR is a measure of performance over time that combines changes in share price and dividends paid to show the total return to the stockholder expressed as an annualized percentage. |
Product and Pipeline Developments
The following provides a summary of our product and pipeline developments for 2018:
Product Developments
| • | In March 2018 we and AbbVie Inc. announced the voluntary worldwide withdrawal of ZINBRYTA for relapsing MS (RMS). |
| • | In October 2018 we and Samsung Bioepis launched IMRALDI, an adalimumab biosimilar referencing HUMIRA, in Europe. |
Applications for Marketing and Agency Actions
| • | In October 2018 the FDA granted BIIB092, an anti-tau mAb, fast track designation for progressive supranuclear palsy (PSP). |
| • | In December 2018 Alkermes submitted a NDA to the FDA for the review of BIIB098 (diroximel fumarate). Alkermes is seeking approval of diroximel fumarate under the 505(b)(2) regulatory pathway. If approved, we intend to market diroximel fumarate under the brand name VUMERITY. This name has been conditionally accepted by the FDA and will be confirmed upon approval. |
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| 5 |
Executive Compensation Matters (continued) |
Clinical Trials
MS and Neuroimmunology
| • | In September 2018 we completed enrollment of the Phase 2b AFFINITY study evaluating opicinumab, anti-LINGO, as an add-on therapy in MS patients who are adequately controlled on their anti-inflammatory disease-modifying therapy (DMT), versus the DMT alone. |
| • | In November 2018 we initiated the Phase 3b NOVA study evaluating the efficacy and safety of extended interval dosing (every six weeks) for natalizumab compared to standard interval dosing in patients with RMS and enrolled the first patient in December 2018. |
| • | In December 2018 we dosed the first patient in a bioequivalence study to test whether exposure levels of PLEGRIDY are maintained with intramuscular administration. |
Neuromuscular Disorders
| • | In September 2018 we enrolled the first patient in the Phase 1 study evaluating BIIB078 (IONIS-C9Rx), an antisense oligonucleotide (ASO) drug candidate, in adults with C9ORF72-associated ALS. |
| • | In December 2018 we and our collaboration partner Ionis Pharmaceuticals, Inc. (Ionis) announced results from a positive interim analysis of the ongoing Phase 1 study of BIIB067 (IONIS-SOD1Rx), an investigational treatment for ALS with superoxide dismutase 1 (SOD1) mutations. The interim analysis showed that, over a three-month period, BIIB067 resulted in a statistically significant lowering of SOD1 protein levels in the cerebrospinal fluid and a numerical trend towards slowing of clinical decline as measured by the ALS Functional Rating Scale Revised, both compared to placebo. |
Alzheimer’s Disease and Dementia
| • | In May 2018 we initiated a Phase 2 study of BIIB092 for Alzheimer’s disease. |
| • | In June 2018 we and our collaboration partner Eisai Co., Ltd. (Eisai) announced that elenbecestat, the oral BACE (beta amyloid cleaving enzyme) inhibitor, demonstrated an acceptable safety and tolerability profile in the Phase 2 study, and the results demonstrated a statistically significant difference in amyloid-beta levels in the brain measured by amyloid-PET (positron emission tomography). A numerical slowing of decline in functional clinical scales of a potentially clinically important difference was also observed, although this effect was not statistically significant. |
| • | In December 2017 we and our collaboration partner Eisai announced that the Phase 2 study of BAN2401, a monoclonal antibody that targets amyloid beta aggregates, an Eisai product candidate for the treatment of Alzheimer’s disease, did not meet the criteria for success based on a Bayesian analysis at 12 months as the primary endpoint in an 856-patient Phase 2 clinical study, an endpoint that was designed to enable a potentially more rapid entry into Phase 3 development. In July 2018, based upon the final analysis of the data at 18 months, we and Eisai announced that the topline results from the Phase 2 study demonstrated a statistically significant slowing in clinical decline and reduction of amyloid beta accumulated in the brain. The study achieved statistical significance on key predefined endpoints evaluating efficacy at 18 months on slowing progression in Alzheimer’s Disease Composite Score (ADCOMS) and on reduction of amyloid accumulated in the brain as measured using amyloid-PET. |
| • | In July 2018 we completed enrollment of ENGAGE and EMERGE, the Phase 3 studies of aducanumab. In March 2019 we and our collaboration partner Eisai announced that we were discontinuing the EMERGE and ENGAGE Phase 3 studies. |
Movement Disorders
| • | In January 2018 we dosed the first patient in the Phase 2 SPARK study of BIIB054, a-synuclein antibody, in Parkinson’s disease. |
| • | In September 2018 we completed enrollment of the Phase 2 PASSPORT study of BIIB092 for PSP. |
Acute Neurology
| • | In March 2018 we dosed the first patient in the Phase 2 OPUS study of natalizumab in drug-resistant focal epilepsy. |
| • | In September 2018 we enrolled the first patient in the Phase 3 CHARM study of BIIB093, glibenclamide IV, in large hemispheric infarction, a severe form of ischemic stroke. |
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| 5 |
Executive Compensation Matters (continued) |
Neurocognitive Disorders
| • | In December 2018 we dosed the first patient in our Phase 2b study of BIIB104 (AMPA) in CIAS. |
Pain
| • | In March 2018 we initiated a Phase 1 study of BIIB095, a Nav 1.7 inhibitor for neuropathic pain. |
| • | In May 2018 we initiated a Phase 2 study of vixotrigine (BIIB074) in small fiber neuropathy. |
Other
| • | In September 2018 we dosed the first patient in the Phase 2b study of BG00011 (STX-100) in idiopathic pulmonary fibrosis, a chronic irreversible and ultimately fatal disease characterized by a progressive decline in lung function. |
Discontinued Programs
| • | In February 2018 we announced that the Phase 2b dose-ranging ACTION study investigating natalizumab in individuals with acute ischemic stroke (AIS) did not meet its primary endpoint. Based on these results, we discontinued development of natalizumab in AIS. The results of the Phase 2b ACTION study do not impact the benefit-risk profile of natalizumab in approved indications, including MS. |
| • | In October 2018 we announced that we completed the Phase 2b study of vixotrigine (BIIB074) for the treatment of painful lumbosacral radiculopathy (PLSR). The study did not meet its primary or secondary efficacy endpoints and we discontinued development of vixotrigine for the treatment of PLSR. The safety data were consistent with the safety profile reported in previous studies. |
Business Development
| • | In January 2018 we acquired BIIB100 from Karyopharm Therapeutics Inc. BIIB100 is a Phase 1 ready investigational oral compound for the treatment of certain neurological and neurodegenerative diseases, primarily in ALS. BIIB100 is a novel therapeutic candidate that works by inhibiting a protein known as XP01, with the goal of reducing inflammation and neurotoxicity, along with increasing neuroprotective responses. |
| • | In April 2018 we acquired BIIB104 from Pfizer Inc. BIIB104 is a first-in-class, Phase 2b ready AMPA receptor potentiator for CIAS, representing our first program in neurocognitive disorders. AMPA receptors mediate fast excitatory synaptic transmission in the central nervous system, a process which can be disrupted in a number of neurological and psychiatric diseases, including schizophrenia. |
| • | In June 2018 we closed a 10-year exclusive agreement with Ionis to develop novel ASO drug candidates for a broad range of neurological diseases (the 2018 Ionis Agreement). We have the option to license therapies arising out of the 2018 Ionis Agreement and will be responsible for the development and potential commercialization of such therapies. |
| • | In June 2018 we entered into an exclusive option agreement with TMS Co., Ltd. granting us the option to acquire TMS-007, a plasminogen activator with a novel mechanism of action associated with breaking down blood clots, which is in Phase 2 development in Japan, and backup compounds for the treatment of stroke. |
| • | In June 2018 we exercised our option under our joint venture agreement with Samsung BioLogics to increase our ownership percentage in Samsung Bioepis from approximately 5% to approximately 49.9%. The share purchase transaction was completed in November 2018. |
| • | In July 2018 we acquired BIIB110 (Phase 1a) and ALG-802 (preclinical) from AliveGen Inc. BIIB110 and ALG-802 represent novel ways of targeting the myostatin pathway. We initially plan to study BIIB110 in multiple neuromuscular indications, including SMA and ALS. |
| • | In December 2018 we exercised our option with Ionis and obtained a worldwide, exclusive, royalty-bearing license to develop and commercialize BIIB067, an investigational treatment for ALS with SOD1 mutations. |
| • | In December 2018 we entered into a collaborative research and license agreement with C4 Therapeutics (C4T) to investigate the use of C4T’s novel protein degradation platform to discover and develop potential new treatments for neurological diseases, such as Alzheimer’s disease and Parkinson’s disease. We will be responsible for the development and potential commercialization of any therapies resulting from this collaboration. |
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Executive Compensation Matters (continued) |
Share Repurchase Activity
| • | In August 2018 our Board of Directors authorized a program to repurchase up to $3.5 billion of our common stock (2018 Share Repurchase Program). Our 2018 Share Repurchase Program does not have an expiration date. All share repurchases under our 2018 Share Repurchase Program will be retired. |
| • | We returned approximately $4.4 billion to stockholders in 2018 through share repurchases under our 2018 Share Repurchase Program and our 2016 Share Repurchase Program, which was a program authorized by our Board of Directors in July 2016 to repurchase up to $5.0 billion of our common stock and which was completed as of June 30, 2018. |
Other Notable Achievements in the Workplace and Community
| • | Awarded the 2018 International Prix Galien as Best Biotechnology Product for SPINRAZA. The prestigious honor marks the seventh Prix Galien for SPINRAZA, following country recognitions in the U.S., Germany, Italy, Belgium-Luxembourg, the Netherlands and the U.K. The International Prix Galien is given every two years by Prix Galien International Committee members in recognition of excellence in scientific innovation to improve human health. |
| • | Named the Biotechnology Industry Leader on the Dow Jones Sustainability World Index. |
| • | Recognized as a corporate sustainability leader with Gold Class and Industry Mover Sustainability Awards from RobecoSAM. |
| • | Continued commitment to operational carbon neutrality highlighted through the use of 100% renewable electricity globally. |
| • | Committed to reduce carbon emissions by a targeted amount approved by the Science Based Target Initiative, to align ourselves with the global goal of limiting global temperature rise to under two degrees Celsius. |
| • | Earned CDP scores of A, A- and B in the areas of Supplier Engagement, Climate Change and Water, respectively. |
| • | Earned a perfect score of 100% on the Human Rights Campaign’s Corporate Equality Index (a national benchmarking tool on corporate policies and practices pertinent to LGBTQ employees) for the fifth consecutive year. |
| • | Continued commitment to diversity and inclusion. As of December 31, 2018, 44% of Director-level positions and above were held by women. |
| • | Over 3,200 employees volunteered from 28 countries during our annual Care Deeply Day. |
| • | Engaged 50,000+ students in hands-on learning to inspire their passion for science since the inception of Biogen’s Community Labs. |
2018 Executive Compensation Programs and Pay-for-Performance Alignment
We believe our executive compensation programs are effectively designed and have worked well to implement a pay-for-performance culture that is aligned with the interests of our stockholders. In 2018 our executive compensation programs consisted of base salary, short- and long-term incentives and other benefits.
91% of our CEO’s and 84% of our other NEOs’ 2018 target compensation was performance-based and at-risk.
| * | Reflects annual salary, target bonus and target grant value of the 2018 annual long-term incentive awards. The NEO compensation mix excludes the one-time transition awards of RSUs granted to Dr. Ehlers, Ms. Alexander and Dr. McKenzie, as described in further detail below. |
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| 5 |
Executive Compensation Matters (continued) |
100% of our NEOs’ 2018 annual long-term incentive (LTI) grants were performance-based and at-risk.
|
• 60% earned based on achievement of three-year adjusted Non-GAAP diluted earnings per share (EPS) and pipeline milestone performance goals • 40% earned based on achievement of adjusted Non-GAAP free cash flows and revenues over three one-year performance periods • PSUs were introduced in 2018. For more information on our PSUs, please see “Long-Term Incentives – 2018 PSUs” below.
• Earned based on stock price performance over one, two and three year periods |
Our 2018 performance-based compensation payouts align with our commitment to strong performance.
In 2018 we exceeded the vast majority of the corporate performance goals that we set at the beginning of the year for our incentive compensation plans. As a result, the payouts, as a percentage of target, for our 2018 annual bonus plan and the portions of our PSUs and MSUs that were eligible to be earned based on 2018 performance were above target payout amounts, as described in further detail below.
2018 Advisory Vote on Executive Compensation
| At our 2018 annual meeting of stockholders, we continued to receive strong support for our executive compensation programs with approximately 95% of the votes cast for approval of our annual “say-on-pay” proposal. Our C&MD Committee viewed this as positive support for our executive compensation programs and their alignment with long-term stockholder value creation and determined that the Company’s executive compensation programs have been effective in implementing the Company’s stated compensation philosophy and objectives. |
| |
|
Our C&MD Committee is committed to continually reviewing our executive compensation programs on a proactive basis to ensure the ongoing alignment of such programs with the interests of our stockholders. | ||
| In 2018 our C&MD Committee reviewed the external landscape, the results from our “say-on-pay” proposal at last year’s annual meeting of stockholders and the Company’s performance against the current compensation programs. Our C&MD Committee was satisfied that our existing compensation programs further our pay-for-performance philosophy, but made certain enhancements to the design of our LTI program in 2018 to strengthen its focus on long-term performance and alignment with our stockholders’ interests. | ||
Specifically, under our 2018 LTI program, grants of PSUs replaced grants of cash-settled performance units (CSPUs), which we had granted in previous years. The key changes are as follows:
| • | PSU awards are subject to three-year cliff vesting as compared to annual ratable vesting over three years (1/3 per year) for CSPU awards; |
| • | 60% of PSU awards are earned over a three-year performance period based on the achievement of three-year cumulative performance goals for stock-settled PSU awards and 40% of PSU awards are earned over three annual performance periods based on the achievement of three sets of annual performance goals for cash-settled PSU awards as compared to 100% of CSPUs awards earned based upon one annual performance period for CSPU awards; and |
| • | 60% of the PSU awards will be settled in stock and 40% of the PSU awards will be settled in cash as compared to 100% cash settlement for CSPU awards. |
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| 5 |
Executive Compensation Matters (continued) |
For additional information on our PSU awards, please see “Long-Term Incentives – 2018 PSUs” below.
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| 5 |
Executive Compensation Matters (continued) |
| 38 |
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|
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| 5 |
Executive Compensation Matters (continued) |
| 39 |
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Executive Compensation Matters (continued) |
Performance Goals and Target Setting Process
Early each year, our C&MD Committee reviews and establishes the pay levels of each element of total compensation for our executive officers. Total compensation is comprised of base salary, annual bonus and LTI awards.
As part of this process, our C&MD Committee reviews the mix of compensation elements to ensure our performance-based compensation is apportioned appropriately and aligns with our business goals and performance. Our C&MD Committee also ensures that the performance metrics and goals are aligned with the annual business plan approved by our Board of Directors so there is full alignment of executive incentive goals with the goals that have been established for the year. Executive officers are also evaluated based on qualitative factors, such as individual, strategic and leadership achievements. The use of both quantitative and qualitative metrics, as well as the weighting of such metrics, effectively mitigates the impact of a single risk, such as dependence on drug pricing, pipeline performance or market share, on overall compensation.
| 40 |
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| 5 |
Executive Compensation Matters (continued) |
A summary of the process our C&MD Committee follows in setting compensation is described below:
|
|
• Our C&MD Committee closely monitors progress against the performance goals throughout the year and engages in dialogue with management on such progress. |
• Reviews and discusses the performance of our executive officers against their respective performance goals.
• Reviews and discusses the Company, team and individual performance of each executive officer, other than our CEO, as assessed by our CEO.
• Reviews and discusses our CEO’s recommended compensation levels for each executive officer, other than himself, in the context of such executive officer’s contributions to the Company and the other factors described above.
• Approves the final compensation for each executive officer other than our CEO, including base salary, annual bonus and LTI awards.
• Reviews CEO compensation and recommends to our Board of Directors for approval the compensation of our CEO, including base salary, annual bonus and LTI awards. | ||
| • Our C&MD Committee and our CEO discuss potential goals for the upcoming year that are tied to the short- and longer-term strategic goals of the Company as well as individual goals for our executive officers.
• The annual business plan for the year is approved by our Board of Directors. As part of the approval process, our Board considers many factors relevant to our business, reputation and strategy, including pipeline and business development, pricing and patient access, market expectations and intellectual property risk.
• Our C&MD Committee ensures that the performance goals and targets under our compensation plans are aligned with the approved annual business plan.
• Payout levels for each performance goal are established by management and approved by our C&MD Committee.
• The performance goals are then applied to the compensation opportunities for our executive officers, including NEOs, so that there is full alignment of executive incentive goals with the goals that have been established for the year.
• Our C&MD Committee also reviews base salaries, bonus and LTI planning ranges, plan designs, benefits and peer group data. |
Target Setting
Monitoring & Tracking
Results & Awards:
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2018 Annual Bonus Plan Company Performance Targets and Results Table
Set forth below is a summary of the Company performance goals and weightings that our C&MD Committee established for our 2018 annual bonus plan and the degree to which we attained these Company performance goals. As described below, the Company Multiplier for the 2018 Annual Bonus Plan was 131%, reflecting the strong performance relative to our pre-established goals.
| Performance Range | ||||||||||||||||||||||||
| Company Goals
|
Weight
|
Threshold
|
Target
|
Max
|
Results
|
Company Multiplier
|
||||||||||||||||||
| FINANCIAL PERFORMANCE |
||||||||||||||||||||||||
| Revenues |
20 | % | $ | 12,310M | $ | 12,780M | $ | 13,250M | $ | 13,363M | (1) | 150.0 | % | |||||||||||
| Non-GAAP diluted EPS |
20 | % | $ | 23.47 | $ | 24.74 | $ | 26.01 | $ | 26.89 | (1) | 150.0 | % | |||||||||||
| MARKET PERFORMANCE |
||||||||||||||||||||||||
| Achieve Global MS Market Share |
15 | % | |
Specific market goals are not disclosed for competitive reasons |
|
|
Below Goal(2) |
|
91.8 | % | ||||||||||||||
| MS Leader in Customer Trust and Value Survey |
10 | % | |
Specific market goals are not disclosed for competitive reasons |
|
|
Above Goal(2) |
|
125.0 | % | ||||||||||||||
| Achieve Global SMA Market Share |
10 | % | |
Specific market goals are not disclosed for competitive reasons |
|
|
Above Goal(2) |
|
134.9 | % | ||||||||||||||
| PIPELINE DEVELOPMENT |
||||||||||||||||||||||||
| Build and Advance Total Pipeline |
10 | % | |
Specific pipeline goals are not disclosed for competitive reasons |
|
|
Above Goal(3) |
|
110.0 | % | ||||||||||||||
| Achieve Aducanumab Phase 3 Enrollment |
5 | % | |
Specific enrollment goals are not disclosed for competitive reasons |
|
|
Above Goal(4) |
|
105.0 | % | ||||||||||||||
| COLLABORATION |
||||||||||||||||||||||||
| Improve and Expand Key Strategic Alliances |
10 | % | |
Specific strategic alliance goals are not disclosed for competitive reasons |
|
|
Above Goal(5) |
|
150.0 | % | ||||||||||||||
| Company Multiplier |
|
131.0 | %* | |||||||||||||||||||||
| * | Numbers may not recalculate due to rounding. |
Notes to 2018 Annual Bonus Plan Company Performance Targets and Results Table
| (1) | These financial measures were based on our publicly reported revenues of $13,453 million and our publicly announced Non-GAAP diluted EPS of $26.20, as adjusted as follows: for purposes of our 2018 annual bonus plan, revenues and Non-GAAP diluted EPS were adjusted to neutralize the effects of foreign exchange rate fluctuations. Non-GAAP diluted EPS was further adjusted to add back $1.21 to reflect the impact of additional research and development expense recognized in 2018 resulting from the 2018 Ionis Agreement and $0.07 to neutralize the unfavorable impact of the worldwide withdrawal of ZINBRYTA, partially offset by the subtraction of $0.59 related to higher than originally contemplated stock repurchases in 2018, as these charges were not originally contemplated at the time the Company performance goals were determined. |
| (2) | Achievement of market goals for MS was below goal and achievement of MS leader and market goals for SMA were above goals. Specific details are not disclosed for competitive reasons. |
| (3) | The Company continued to expand and re-shape its pipeline of pre-clinical and clinical stage programs through the advancement of internal programs, external business development activities and exceeding expectations with respect to the level of confidence in and momentum of its clinical stage portfolio. Specific details are not disclosed for competitive reasons. |
| (4) | Aducanumab Phase 3 clinical trial patient enrollment was above goal. Specific details are not disclosed for competitive reasons. |
| (5) | Key strategic alliance and acquisition activities were above goal. Specific details are not disclosed for competitive reasons. |
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2018 Annual Bonus Plan Awards
Our C&MD Committee determined that the final bonus awards under our 2018 annual bonus plan were as follows:
| Name | Year-end Salary (A) x |
Target Bonus% (B) x |
Company Multiplier (C) x |
Individual Multiplier (D) = |
Bonus Award (E) |
|||||||||||||||
| M. Vounatsos |
$ | 1,300,000 | 140 | % | 131 | % | 140 | % | $ | 3,337,880 | ||||||||||
| J. Capello |
$ | 750,000 | 70 | % | 131 | % | 115 | % | $ | 790,913 | ||||||||||
| M. Ehlers |
$ | 834,094 | 70 | % | 131 | % | 120 | % | $ | 917,837 | ||||||||||
| S. Alexander |
$ | 749,177 | 70 | % | 131 | % | 125 | % | $ | 858,744 | ||||||||||
| P. McKenzie |
$ | 633,938 | 70 | % | 131 | % | 135 | % | $ | 784,784 | ||||||||||
| Terms | Performance Stock Units (PSUs) | Market Share Units (MSUs) | ||||
| Proportion of Annual Target Value |
50% | 50% | ||||
| Settlement | 60% stock settled | 40% cash settled | 100% stock settled | |||
| Performance Period(s) | 3 years (2018-2020) |
1 year (each of 2018, 2019, 2020) |
1 year, 2 years, 3 years (from grant date) | |||
| Metrics and Weighting |
Adjusted Non-GAAP diluted EPS: 30%
Pipeline Milestone Performance: 30% |
Adjusted Free Cash Flow: 28%
Revenues: 12% |
Stock Price: 100% | |||
| Threshold / Maximum Payout (% of Target Award) |
50% / 200% | 50% / 200% | 50% / 200% | |||
| Vesting | 3-year Cliff Vesting | 3-year Cliff Vesting | Annual Ratable Vesting over 3 years (1/3 per year) | |||
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2018 PSU Awards Table
Set forth below is a summary of the performance metrics and weightings that our C&MD Committee established for our 2018 PSU awards and the degree to which we achieved the performance goals for the 2018 tranche of the 2018 Cash-Settled PSUs. Based on the results outlined in the table below, the multiplier for the 2018 tranche of the 2018 Cash-Settled PSUs was 192%.
| Percentage of PSU Award |
Percentage of PSU Target |
Performance Metrics | Performance Metrics Weight |
Performance Period |
Target Performance |
Actual Performance | ||||||||||
| Stock- Settled: 60% |
60% / 30% | Adjusted Non-GAAP diluted EPS Pipeline Milestone Performance |
|
30% 30% |
|
|
2018-2020 2018-2020 |
|
Specific goals are not disclosed for competitive reasons | |||||||
| Cash- Settled: 40% |
40% / 20% |
Adjusted Free Cash Flows
Revenues |
|
28%
12% |
|
|
2018 2019
2020
2018 2019
2020 |
|
$ 2.9B Target set at beginning of 2019 Target set at beginning of 2020 $ 12.8B Target set at beginning of 2019 Target set at beginning of 2020 |
$ 4.0B(1) TBD
TBD
$ 13.4B(2)
TBD | ||||||
Notes to the 2018 PSU Awards Table
| (1) | This financial measure was based on our Non-GAAP free cash flows, as adjusted to add back $256 million to reflect the cash impact of additional research and development expense recognized in 2018 resulting from the 2018 Ionis Agreement, $16 million to neutralize the unfavorable cash impact of the worldwide withdrawal of ZINBRYTA and $33 million related to higher than originally contemplated stock repurchases in 2018, partially offset by the subtraction of $235 million to reflect tax payments made in connection with tax reform, as these charges were not originally contemplated at the time these performance goals were determined. |
| (2) | This financial measure was based on our publicly reported revenues of $13.5 billion, as adjusted to neutralize the effects of foreign exchange rate fluctuations. |
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The following table shows the compensation paid to or earned by our NEOs during the years ended December 31, 2018, December 31, 2017, and December 31, 2016, for the year(s) in which they were a named executive officer.
| Name and Principal Position (a) |
Year (b) |
Salary (c) |
Bonus(1) (d) |
Stock Awards(2) (e) |
Non-Equity Incentive Plan Compensation(3) (f) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) (g) |
All Other Compensation(5) (h) |
Total (i) | ||||||||||||||||||||||||||||||||
|
Michel Vounatsos(6) |
|
2018 |
|
$ |
1,276,923 |
|
|
— |
|
$ |
11,064,897 |
|
|
$3,337,880 |
|
|
$ 80,663 |
|
|
$408,283 |
|
$ |
16,168,646 |
| ||||||||||||||||
| Chief Executive Officer |
2017 | $ | 1,087,885 | — | $ | 9,868,540 | $2,502,500 | $ 18,881 | $186,567 | $ | 13,664,373 | |||||||||||||||||||||||||||||
| 2016 | $ | 519,231 | $ | 1,500,000 | $ | 3,151,199 | $ 447,799 | $ 1,598 | $181,568 | $ | 5,801,395 | |||||||||||||||||||||||||||||
|
Jeffrey D. Capello(7) |
|
2018 |
|
$ |
750,000 |
|
|
— |
|
$ |
2,889,224 |
|
|
$ 790,913 |
|
|
— |
|
|
$ 46,582 |
|
$ |
4,476,719 |
| ||||||||||||||||
| Executive Vice President |
2017 | $ | 28,846 | $ | 520,000 | — | — | — | $ 132 | $ | 548,978 | |||||||||||||||||||||||||||||
| and Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||||
|
Michael D. Ehlers |
|
2018 |
|
$ |
829,511 |
|
|
— |
|
$ |
5,107,535 |
|
|
$ 917,837 |
|
|
$ 5,258 |
|
|
$186,510 |
|
$ |
7,046,651 |
| ||||||||||||||||
| Executive Vice President, |
2017 | $ | 792,139 | — | $ | 3,157,338 | $1,012,034 | $ 1,799 | $101,671 | $ | 5,064,981 | |||||||||||||||||||||||||||||
| Research & Development |
2016 | $ | 491,827 | $ | 1,170,177 | $ | 3,410,650 | $ 425,062 | $ 155 | $ 14,665 | $ | 5,512,536 | ||||||||||||||||||||||||||||
|
Susan H. Alexander |
|
2018 |
|
$ |
746,254 |
|
|
— |
|
$ |
4,359,590 |
|
|
$ 858,744 |
|
|
$188,056 |
|
|
$201,140 |
|
$ |
6,353,784 |
| ||||||||||||||||
| Executive Vice President, |
2017 | $ | 720,630 | — | $ | 3,157,338 | $ 856,305 | $148,961 | $178,008 | $ | 5,061,242 | |||||||||||||||||||||||||||||
| Chief Legal Officer |
2016 | $ | 693,663 | — | $ | 2,337,051 | $ 589,514 | $133,726 | $171,114 | $ | 3,925,068 | |||||||||||||||||||||||||||||
| and Secretary |
||||||||||||||||||||||||||||||||||||||||
|
Paul F. McKenzie |
|
2018 |
|
$ |
630,455 |
|
|
— |
|
$ |
4,083,884 |
|
|
$ 784,784 |
|
|
$ 12,367 |
|
|
$154,406 |
|
$ |
5,665,896 |
| ||||||||||||||||
| Executive Vice President, |
2017 | $ | 600,433 | — | $ | 3,514,451 | $ 796,648 | $ 2,471 | $101,254 | $ | 5,015,257 | |||||||||||||||||||||||||||||
| Pharmaceutical Operations & Technology |
||||||||||||||||||||||||||||||||||||||||
Notes to the Summary Compensation Table
| (1) | The amounts in column (d) reflect sign-on bonuses paid to Messrs. Vounatsos and Capello and Dr. Ehlers at the time of hire. All other cash bonuses, which were based on achievement of performance goals under our annual bonus plan, are disclosed in column (f). |
| (2) | The amounts in column (e) reflect the grant date fair value computed in accordance with ASC 718 for RSUs, MSUs, PSUs and CSPUs granted during 2018, 2017 and 2016, as applicable, excluding the effect of estimated forfeitures. The cash portion of PSUs are included in the year when goals are set and fair value is determinable. The 2018 amounts include one-third of the 2018 Cash-Settled PSUs, which is the tranche of the award for which goals had been set in 2018 relating to the 2018 performance period. The 2018 amounts also include one-time transition awards of RSUs granted to each of the NEOs, except Messrs. Vounatsos and Capello, as described under “2018 One-Time Transition Awards” above. The 2017 amounts for Dr. McKenzie represent grants of MSUs, CSPUs and RSUs, as described in “Executive Compensation Matters—Compensation Discussion and Analysis—2017 and 2018 Hiring- and Transition-Related Compensation Decisions—Arrangement with Dr. McKenzie” in our 2018 proxy statement. The 2016 amounts for Dr. Ehlers represent grants of MSUs, CSPUs and RSUs as described in “Executive Compensation Matters—Compensation Discussion and Analysis—2016 and 2017 Hiring- and Transition-Related Compensation Decisions—Arrangements with Mr. Vounatsos and Dr. Ehlers” in our 2017 proxy statement. The awards granted before February 1, 2017, were subsequently adjusted pursuant to the anti-dilution provisions of such awards in connection with the spin-off of our hemophilia business on February 1, 2017. The amounts reported in this column were not impacted by such anti-dilution adjustments. The grant date fair value for MSU awards are estimated as of the date of grant using a lattice model with a Monte Carlo simulation, based on the probable outcome of applicable performance conditions. The grant date fair value for PSU, CSPU and RSU awards was determined by multiplying the number of shares subject to the award (assuming target performance for PSUs and CSPUs) by the closing price of the Company’s common stock on the grant date. The assumptions used to calculate the grant date fair value of stock awards are included in footnote 16 of our 2018 Annual Report on Form 10-K. The table below shows the target and maximum payouts possible for the 2018, 2017 and 2016 MSU, PSU and CSPU awards based on the value at the date of grant and the target and maximum payout levels. |
| 2018 | 2017 | 2016 | ||||||||||||||||||||||
| Executive Officer | Target Payout |
Maximum Payout |
Target Payout |
Maximum Payout |
Target Payout |
Maximum Payout |
||||||||||||||||||
| Mr. Vounatsos |
|
$11,064,897 |
|
|
$22,129,794 |
|
|
$9,868,540 |
|
|
$19,737,080 |
|
|
$3,151,199 |
|
|
$6,302,398 |
| ||||||
| Mr. Capello |
|
$ 2,889,224 |
|
|
$ 5,778,448 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||
| Dr. Ehlers |
|
$ 3,608,292 |
|
|
$ 7,216,584 |
|
|
$3,157,338 |
|
|
$ 6,314,676 |
|
|
$2,540,438 |
|
|
$5,080,876 |
| ||||||
| Ms. Alexander |
|
$ 3,078,822 |
|
|
$ 6,157,644 |
|
|
$3,157,338 |
|
|
$ 6,314,676 |
|
|
$2,337,051 |
|
|
$4,674,102 |
| ||||||
| Dr. McKenzie |
|
$ 2,883,856 |
|
|
$ 5,767,712 |
|
|
$2,713,851 |
|
|
$ 5,427,702 |
|
|
— |
|
|
— |
| ||||||
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| (3) | The amounts in column (f) reflect actual bonuses paid under our annual bonus plan for the applicable year. |
| (4) | The amounts in column (g) reflect earnings in the SSP that are in excess of 120% of the applicable federal long-term rate. The federal long-term rates applied in this calculation are 3.06%, 3.26% and 3.14% for 2018, 2017 and 2016, respectively. The SSP is described under the heading “2018 Non-Qualified Deferred Compensation” below. |
| (5) | The amounts in column (h) for 2018 reflect the following: |
| Executive Officer | Company Matching Contribution to 401(k) Plan Account |
Company Contribution to SSP Account |
Personal Health and Financial Planning(8) |
Value of Company- Paid Life Insurance Premiums |
Relocation(9) | ||||||||||||||||||||
| Mr. Vounatsos |
$ |
16,500 |
$ |
387,134 |
$ |
3,594 |
$ |
1,055 |
|
— |
|||||||||||||||
| Mr. Capello |
$ |
16,500 |
$ |
28,500 |
|
— |
$ |
1,582 |
|
— |
|||||||||||||||
| Dr. Ehlers |
$ |
16,500 |
$ |
168,428 |
|
— |
$ |
1,582 |
|
— |
|||||||||||||||
| Ms. Alexander |
$ |
16,500 |
$ |
176,553 |
$ |
6,560 |
$ |
1,527 |
|
— |
|||||||||||||||
| Dr. McKenzie |
$ |
16,500 |
$ |
118,612 |
$ |
5,179 |
$ |
1,274 |
$ |
12,841 |
|||||||||||||||
| (6) | Mr. Vounatsos joined Biogen as our Executive Vice President, Chief Commercial Officer effective April 18, 2016. Mr. Vounatsos was appointed our Chief Executive Officer and a member of our Board of Directors effective January 6, 2017. His base salary for 2017 was $1,100,000, of which he received a pro rata share from January 6, 2017 to December 31, 2017. From January 1, 2017 to January 5, 2017, he was paid at his prior rate of base salary ($750,000). |
| (7) | Mr. Capello was appointed as our Executive Vice President and Chief Financial Officer effective December 11, 2017. His base salary for 2017 was $750,000, of which he received a pro rata share from December 11, 2017 to December 31, 2017. Mr. Capello was not eligible to participate in our 2017 annual bonus plan and was not granted any stock awards in 2017. |
| (8) | Represents reimbursements of expenses relating to tax, financial and estate planning and executive physicals as described under the heading “Executive Physicals, Tax Preparation, Financial and Estate Planning” above. |
| (9) | The amount for Dr. McKenzie reflects relocation benefits under the Company’s Executive Relocation Policy and includes a tax gross-up of $1,518. |
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2018 Grants of Plan-Based Awards
The following table shows additional information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, 2018.
| Estimated Future Payouts Under Non-Equity Incentive Plan |
Estimated Future Payouts |
All Other Stock Awards: Number of or Units |
Grant Date Fair Value of Stock Awards(2) (j) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Name (a) |
Grant Date (b) |
Notes | Threshold (c) |
Target (d) |
Maximum (e) |
Threshold (f) |
Target (g) |
Maximum (h) | ||||||||||||||||||||||||||||||||||||||||||||
| Michel Vounatsos |
|
02/12/2018 |
(3) |
|
— |
|
— |
|
— |
|
9,080 |
|
18,160 |
|
36,320 |
|
— |
$ |
6,856,251 |
|||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(4) |
|
— |
|
— |
|
— |
|
6,646 |
|
13,292 |
|
26,584 |
|
— |
$ |
4,208,646 |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(5) |
$ |
455,000 |
$ |
1,820,000 |
$ |
4,095,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||||||||||||||||||||||||||
| Jeffrey D. Capello |
|
01/02/2018 |
(3) |
|
— |
|
— |
|
— |
|
2,245 |
|
4,490 |
|
8,980 |
|
— |
$ |
1,789,136 |
|||||||||||||||||||||||||||||||||
|
|
01/02/2018 |
(4) |
|
— |
|
— |
|
— |
|
1,646 |
|
3,292 |
|
6,584 |
|
— |
$ |
1,100,088 |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(5) |
$ |
131,250 |
$ |
525,000 |
$ |
1,181,250 |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||||||||||||||||||||||||||
| Michael D. Ehlers |
|
02/12/2018 |
(3) |
|
— |
|
— |
|
— |
|
2,960 |
|
5,920 |
|
11,840 |
|
— |
$ |
2,235,068 |
|||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(4) |
|
— |
|
— |
|
— |
|
2,169 |
|
4,337 |
|
8,674 |
|
— |
$ |
1,373,224 |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(5) |
$ |
145,966 |
$ |
583,866 |
$ |
1,313,698 |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(6) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,735 |
$ |
1,499,243 |
||||||||||||||||||||||||||||||||||
| Susan H. Alexander |
|
02/12/2018 |
(3) |
|
— |
|
— |
|
— |
|
2,528 |
|
5,055 |
|
10,110 |
|
— |
$ |
1,908,558 |
|||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(4) |
|
— |
|
— |
|
— |
|
1,848 |
|
3,696 |
|
7,392 |
|
— |
$ |
1,170,264 |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(5) |
$ |
131,106 |
$ |
524,424 |
$ |
1,179,954 |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(6) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,045 |
$ |
1,280,768 |
||||||||||||||||||||||||||||||||||
| Paul F. McKenzie |
|
02/12/2018 |
(3) |
|
— |
|
— |
|
— |
|
2,368 |
|
4,735 |
|
9,470 |
|
— |
$ |
1,787,683 |
|||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(4) |
|
— |
|
— |
|
— |
|
1,731 |
|
3,462 |
|
6,924 |
|
— |
$ |
1,096,173 |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(5) |
$ |
110,939 |
$ |
443,757 |
$ |
998,452 |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||||||||||||||||||||||||||
|
|
02/12/2018 |
(6) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3,790 |
$ |
1,200,028 |
||||||||||||||||||||||||||||||||||
Notes to the 2018 Grants of Plan-Based Awards Table
| (1) | Reflects the potential future payouts of awards granted in 2018 under our 2018 annual bonus plan and our LTI program for each NEO as of the respective grant dates. |
| (2) | Represents the grant date fair value of PSUs, MSUs and RSUs, computed in accordance with ASC 718, excluding the effect of estimated forfeitures. The grant date fair value for MSU awards is estimated as of the date of grant using a lattice model with a Monte Carlo simulation based on the probable outcome of applicable performance conditions. The grant date fair value for both PSU and RSU awards is determined by multiplying the number of shares subject to the award (assuming target performance for PSUs) by the closing price of our common stock on the grant date. For the 2018 Cash-Settled PSUs, the grant date value of one-third of the award is included, which is the tranche of the award for which goals had been set relating to the 2018 performance period and fair value was determinable in 2018. The remaining tranches of the 2018 Cash-Settled PSUs will be included in compensation tables for 2019 and 2020, the years when goals will be set with respect to such performance periods and fair value is determinable. The assumptions used to calculate the grant date fair value of stock awards are included in footnote 16 of our 2018 Annual Report on Form 10-K. The maximum payouts for these awards are included in the footnotes following the Summary Compensation Table above. |
| (3) | These amounts relate to the annual grant of MSUs. MSU grants represent 50% of the annual LTI grant date target value (excluding one-time RSU grants). These are performance-based RSUs tied to the growth in our stock price between the grant date and each of three annual vesting dates. The number of MSUs earned is determined on each vesting date. Columns (f), (g) and (h) represent the number of MSUs that can be earned based on performance at the threshold level of 50%, target level of 100% and the maximum level of 200%, respectively. To the extent earned, the award becomes eligible to vest ratably over three years, generally subject to continued service, as described in further detail under the heading “Long-Term Incentives” above. |
| (4) | These amounts relate to the annual grant of PSUs. PSU grants represent 50% of the annual LTI grant date target value (excluding one-time RSU grants). The PSUs have three-year cliff vesting. The amounts shown include the 2018 Stock-Settled PSUs and one-third of the 2018 Cash-Settled PSUs, which is the tranche of the award for which goals had been set in 2018 relating to the 2018 performance period and fair value was determinable in 2018. The remaining tranches of the 2018 Cash-Settled PSUs will be included in compensation tables for 2019 and 2020, the years when goals will be set with respect to such performance periods and fair value is determinable. Columns (f), (g) and (h) represent the number of 2018 Stock-Settled PSUs and the 2018 tranche of the 2018 Cash-Settled PSUs that can be earned if the Company Multiplier were 50%, 100% and 200%, respectively. For additional information on our PSU awards, please see “Long-Term Incentives—2018 PSUs” above. |
| (5) | These amounts relate to our 2018 annual bonus plan. The amounts shown in column (d) represent the 2018 target payout amount based on the target percentage applied to each NEO’s base salary as of December 31, 2018. For 2018 the bonus targets were 140% of base salary for Mr. Vounatsos and 70% of base salary for all other NEOs. The amounts in column (c), (d) and (e) represent a payment if the Company Multiplier and the Individual Multiplier were each 50%, 100% and 150%, respectively. Actual amounts paid to each NEO |
| 54 |
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Table of Contents
| 5 |
Executive Compensation Matters (continued) |
| under our 2018 annual bonus plan are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
| (6) | These amounts relate to one-time transition awards of RSUs granted to each of the NEOs, except Messrs. Vounatsos and Capello, as described under “2018 One-Time Transition Awards” above. |
Outstanding Equity Awards at 2018 Fiscal Year-End
The following table summarizes the equity awards that were outstanding as of December 31, 2018, for each of our NEOs.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Equity Incentive Plan Awards |
||||||||||||||||||||||||||||||||||||||
| Grant (b) |
Notes |
Number of Securities Underlying Unexercised |
Option Exercise Price (e) |
Option Expiration Date (f) |
Number of Shares or Units of Stock That Have Not Vested (g) |
Market Value of Shares or Units of Stock That Have Not Vested (h) |
Number of Unearned Shares or Units That Have Not Vested (i) |
Market Value of Unearned Shares or Units That Have Not Vested(1) (j) |
||||||||||||||||||||||||||||||
| (a) | Exercisable (c) |
Unexercisable (d) |
||||||||||||||||||||||||||||||||||||
| Michel Vounatsos |
|
5/2/2016 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
2,320 |
|
$ |
698,134 |
|
|
— |
|
|
— |
| ||||||||||||||
|
|
5/2/2016 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,252 |
|
$ |
978,592 |
| |||||||||||||||
|
|
2/15/2017 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
14,080 |
|
$ |
4,236,954 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/15/2017 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,002 |
|
$ |
5,116,242 |
| |||||||||||||||
|
|
2/12/2018 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
36,320 |
|
$ |
10,929,414 |
| |||||||||||||||
|
|
2/12/2018 |
|
(4) |
— | — |
|
— |
|
|
— |
|
|
4,602 |
|
$ |
1,384,834 |
|
|
15,763 |
|
$ |
4,743,402 |
| |||||||||||||||
| Jeffrey D. Capello |
|
1/2/2018 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,490 |
|
$ |
1,351,131 |
| ||||||||||||||
|
|
1/2/2018 |
|
(4) |
— | — |
|
— |
|
|
— |
|
|
1,146 |
|
$ |
344,854 |
|
|
3,893 |
|
$ |
1,171,482 |
| |||||||||||||||
| Michael D. Ehlers |
|
6/1/2016 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
1,821 |
|
$ |
547,975 |
|
|
— |
|
|
— |
| ||||||||||||||
|
|
6/1/2016 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,502 |
|
$ |
752,902 |
| |||||||||||||||
|
|
6/1/2016 |
|
(5) |
— | — |
|
— |
|
|
— |
|
|
1,036 |
|
$ |
311,753 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/15/2017 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
4,504 |
|
$ |
1,355,344 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/15/2017 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,442 |
|
$ |
1,637,607 |
| |||||||||||||||
|
|
2/12/2018 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,840 |
|
$ |
3,562,893 |
| |||||||||||||||
|
|
2/12/2018 |
|
(4) |
— | — |
|
— |
|
|
— |
|
|
1,501 |
|
$ |
451,681 |
|
|
5,143 |
|
$ |
1,547,632 |
| |||||||||||||||
|
|
2/12/2018 |
|
(5) |
— | — |
|
— |
|
|
— |
|
|
4,735 |
|
$ |
1,424,856 |
|
|
— |
|
|
— |
| |||||||||||||||
| Susan H. Alexander |
|
2/24/2009 |
|
(6) |
|
6,395 |
|
|
— |
|
|
$48.52 |
|
|
2/23/2019 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
|
|
2/22/2016 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
1,806 |
|
$ |
543,462 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/22/2016 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,482 |
|
$ |
746,883 |
| |||||||||||||||
|
|
2/15/2017 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
4,504 |
|
$ |
1,355,344 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/15/2017 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,442 |
|
$ |
1,637,607 |
| |||||||||||||||
|
|
2/12/2018 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,110 |
|
$ |
3,042,301 |
| |||||||||||||||
|
|
2/12/2018 |
|
(4) |
— | — |
|
— |
|
|
— |
|
|
1,279 |
|
$ |
384,877 |
|
|
4,384 |
|
$ |
1,319,233 |
| |||||||||||||||
|
|
2/12/2018 |
|
(5) |
— | — |
|
— |
|
|
— |
|
|
4,045 |
|
$ |
1,217,221 |
|
|
— |
|
|
— |
| |||||||||||||||
| Paul F. McKenzie |
|
3/1/2016 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
616 |
|
$ |
185,367 |
|
|
— |
|
|
— |
| ||||||||||||||
|
|
3/1/2016 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
848 |
|
$ |
255,180 |
| |||||||||||||||
|
|
2/15/2017 |
|
(2) |
— | — |
|
— |
|
|
— |
|
|
3,875 |
|
$ |
1,166,065 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/15/2017 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,674 |
|
$ |
1,406,500 |
| |||||||||||||||
|
|
3/1/2017 |
|
(5) |
— | — |
|
— |
|
|
— |
|
|
1,820 |
|
$ |
547,674 |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/12/2018 |
|
(3) |
— | — |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,470 |
|
$ |
2,849,712 |
| |||||||||||||||
|
|
2/12/2018 |
|
(4) |
— | — |
|
— |
|
|
— |
|
|
1,194 |
|
$ |
359,298 |
|
|
4,108 |
|
$ |
1,236,179 |
| |||||||||||||||
|
|
2/12/2018 |
|
(5) |
— | — |
|
— |
|
|
— |
|
|
3,790 |
|
$ |
1,140,487 |
|
|
— |
|
|
— |
| |||||||||||||||
Notes to the Outstanding Equity Awards at 2018 Fiscal Year End Table
| (1) | The market value of awards is based on the closing price of our stock on December 31, 2018 ($300.92), as reported by Nasdaq. |
| (2) | CSPUs were granted in 2017 and 2016. The numbers in column (g) reflect the number of CSPUs that were earned based on our financial performance for each of 2017 and 2016, but that had not vested based on our service-based vesting requirement as of December 31, 2018. CSPUs that have been earned based on the satisfaction of the performance conditions vest ratably over three years from the grant date. The cash payout for these awards will be based on our 30-day average closing stock price at vesting. Grants made before February 1, 2017, were adjusted pursuant to the anti-dilution provisions of such awards in connection with the spin-off of our hemophilia business on February 1, 2017. The amounts listed above reflect adjusted share amounts. |
| (3) | MSUs were granted in 2018, 2017 and 2016. These are performance-based RSUs earned based on the growth in our stock price between the dates of grant and vesting. Earned MSUs are eligible to vest ratably over three years. The number and value shown in columns (i) and (j), respectively, reflects maximum performance results for MSUs granted in 2018, 2017 and 2016 based on the estimated performance at year-end in each case except for Mr. Capello’s January 2, 2018, grant, for which columns (i) and (j) reflect target performance results based on the estimated performance at year-end. Grants made before February 1, 2017, were adjusted pursuant to the anti-dilution provisions of such awards in connection with the spin-off of our hemophilia business on February 1, 2017. The amounts listed above reflect adjusted share amounts. |
| 55 |
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| 5 |
Executive Compensation Matters (continued) |
| (4) | PSUs were granted in 2018. The PSUs are subject to three-year cliff vesting. In addition, 60% of the PSUs (based on the grant date target value) will be settled in shares of our common stock and performance will be based upon achievement of cumulative three-year financial and pipeline goals. The remaining 40% of the PSUs will be settled in cash and performance will be based upon the achievement of three annual financial goals determined at the beginning of each relevant year. The number and value shown in columns (g) and (h), respectively, reflect the number of 2018 Cash-Settled PSUs that were earned based on our achievement of the annual performance goals for the 2018 tranche, but that will not vest until February 12, 2021. The number and value shown in columns (i) and (j), respectively, reflect the remaining portion of the PSUs granted in 2018 (including the 2019 and 2020 tranches of the 2018 Cash-Settled PSUs) assuming target performance results. For additional information on our PSU awards, please see “Long-Term Incentives—2018 PSUs” above. |
| (5) | RSUs were granted in 2018, 2017 and 2016 for special circumstances. 2018 RSU awards relate to one-time transition awards granted to each of the NEOs, except Messrs. Vounatsos and Capello, as described under “2018 One-Time Transition Awards” above. For Dr. Ehlers and Dr. McKenzie, the amounts in this column also reflect 3,104 RSUs granted to Dr. Ehlers on June 1, 2016, in connection with his hiring and 2,730 RSUs granted to Dr. McKenzie on March 1, 2017, under his one-time award, as described in more detail under the heading “Executive Compensation Matters—Compensation Discussion and Analysis—2017 and 2018 Hiring- and Transition-Related Compensation Decisions—Arrangement with Dr. McKenzie” in our 2018 proxy statement, in each case vesting ratably over three years from the grant date. Grants made before February 1, 2017, were adjusted pursuant to the anti-dilution provisions of such awards in connection with the spin-off of our hemophilia business on February 1, 2017. The amounts listed above reflect adjusted share amounts. |
| (6) | These stock options were granted with a ten-year term. Stock options vest 25% on each of the first four anniversaries of the grant date. These stock options were adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of our hemophilia business on February 1, 2017. The amounts listed above reflect adjusted share and exercise price amounts. |
2018 Option Exercises and Stock Vested
Our executive officers must use pre-established trading plans to sell shares of our common stock. Trading plans may only be entered into during an open trading window and when the executive is not in possession of material non-public information about the Company, and we require a waiting period following the establishment of a trading plan before any trades may be executed. Our policy is designed to provide safeguards while allowing our executives an opportunity to realize the value intended by the Company in granting equity-based LTI awards.
Our NEOs are also subject to the stock ownership guidelines described above under the heading “Stock Ownership Guidelines.”
The following table shows information regarding vesting of stock awards for each NEO during the year ended December 31, 2018. None of the NEOs exercised stock options during the year ended December 31, 2018.
| Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on Vesting(1) |
Value Realized on Vesting(2)(3) | |||||||||||||
| Michel Vounatsos |
|
16,294 |
$ |
5,013,149 |
|||||||||||
| Jeffrey D. Capello |
|
— |
|
— |
|||||||||||
| Michael D. Ehlers |
|
8,115 |
$ |
2,471,489 |
|||||||||||
| Susan H. Alexander |
|
9,111 |
$ |
2,844,100 |
|||||||||||
| Paul F. McKenzie |
|
5,419 |
$ |
1,672,605 |
|||||||||||
Notes to the 2018 Option Exercises and Stock Vested Table
| (1) | CSPUs were settled in cash for all of our NEOs. The number of actual shares of our common stock acquired on vesting with respect to MSUs and RSUs, as applicable, after shares were withheld to pay the minimum withholding of taxes was as follows: |
| Net Shares Acquired(4) | ||
| Mr. Vounatsos |
4,414 | |
| Mr. Capello |
— | |
| Dr. Ehlers |
2,545 | |
| Ms. Alexander |
2,586 | |
| Dr. McKenzie |
1,830 | |
| 56 |
|
|
Table of Contents
| 5 |
Executive Compensation Matters (continued) |
| (2) | The value realized for MSUs and RSUs are calculated by multiplying the closing price of a share of our common stock on the vesting date by the total number of shares that vested on such date. The value realized for CSPUs is calculated using the 30-day average closing price of the common stock of the Company through the vesting date. |
| (3) | The value realized upon vesting for Dr. McKenzie includes CSPUs with a value of $304,487, the receipt of which was deferred under the SSP, as described below. Terms of the non-qualified deferred compensation plan are described under the heading “2018 Non-Qualified Deferred Compensation” below. |
| (4) | MSUs and RSUs were settled in shares of our common stock. CSPUs were settled in cash. |
The following table shows a summary of all contributions to, earnings on and distributions received from the SSP for each of our NEOs for the year ended December 31, 2018. The account balances as of year-end include all contributions and interest amounts earned by our NEOs through the end of 2018 plus the SSP contributions that the Company made in early 2019 based on earnings in the last quarter of 2018.
| Name | Executive Contributions in Last Fiscal Year(1) |
Company Contributions in Last Fiscal Year(2) |
Aggregate Earnings in Last Fiscal Year(3) |
Aggregate Distributions in Last Fiscal Year |
Aggregate Year-End(4) |
|||||||||||||
| Michel Vounatsos |
$ |
3,071,852 |
|
$ |
387,134 |
|
$ |
205,737 |
|
— |
$ |
5,160,044 |
| |||||
| Jeffrey D. Capello |
|
— |
|
$ |
28,500 |
|
$ |
60 |
|
— |
$ |
28,560 |
| |||||
| Michael D. Ehlers |
$ |
552,463 |
|
$ |
168,428 |
|
$ |
(80,992 |
) |
— |
$ |
1,270,192 |
| |||||
| Susan H. Alexander |
$ |
826,451 |
|
$ |
176,553 |
|
$ |
392,167 |
|
— |
$ |
7,259,032 |
| |||||
| Paul F. McKenzie |
$ |
860,425 |
|
$ |
118,612 |
|
$ |
2,629 |
|
— |
$ |
1,320,342 |
| |||||
| 57 |
|
|
Table of Contents
| 5 |
Executive Compensation Matters (continued) |
Notes to the 2018 Non-Qualified Deferred Compensation Table
| (1) | The amounts in this column are also included, in part, in columns (c), (e) and/or (f) of the Summary Compensation Table and represent deferral of salary, deferral of payments under our 2018 annual bonus plan and deferral of CSPU payments, respectively. |
| (2) | The amounts in this column are also included in column (h) of the Summary Compensation Table for 2018 as Company contributions to the SSP. |
| (3) | Earnings in excess of 120% of the applicable federal long-term rate are reported in column (g) of the Summary Compensation Table for 2018 for Mr. Vounatsos ($80,663), Dr. Ehlers ($5,258), Ms. Alexander ($188,056) and Dr. McKenzie ($12,367). |
| (4) | The following table lists the compensation deferrals during 2018 and 2017 by the NEOs, as reported, where applicable, in the proxy statement for our 2018 and 2017 Annual Meetings of Stockholders: |
| Amounts Previously Reported as Deferred |
||||||||
| Name | 2017 | 2016 | ||||||
| Mr. Vounatsos |
$ |
1,025,867 |
|
$ |
300,000 |
| ||
| Mr. Capello |
|
— |
|
|
— |
| ||
| Dr. Ehlers |
$ |
365,160 |
|
$ |
116,250 |
| ||
| Ms. Alexander |
$ |
573,897 |
|
$ |
259,816 |
| ||
| Dr. McKenzie |
$ |
221,128 |
|
|
— |
| ||
| This column also includes Company contributions and compensation earned and deferred in prior years, which was disclosed in our prior proxy statements where applicable, together with earnings on these amounts. |
| 58 |
|
|
Table of Contents
| 5 |
Executive Compensation Matters (continued) |
| 59 |
|
|
Table of Contents
| 5 |
Executive Compensation Matters (continued) |
Potential Post-Termination Payments Table
The following table summarizes the potential payments to each NEO under various termination events. The table assumes that the event occurred on December 31, 2018, for all NEOs. The calculations use the closing price of our common stock as reported by Nasdaq on December 31, 2018, which was $300.92 per share.
| Name and Payment Elements(1) (a) |
Retirement(2) (b) |
Qualifying Termination of Employment Not Following a Corporate Transaction or Change in Control (c)(3) |
Qualifying Termination of Employment Following a Corporate Transaction or Change in Control (d)(3) | ||||||||||||
| Michel Vounatsos(4) |
|||||||||||||||
| Severance |
|
— |
$ |
4,680,000 |
$ |
6,240,000 |
|||||||||
| Performance-based RSUs |
|
— |
|
— |
$ |
20,523,378 |
|||||||||
| Medical, Dental and Vision |
|
— |
$ |
29,709 |
$ |
39,613 |
|||||||||
|
Outplacement(5) |
|
— |
$ |
32,000 |
$ |
32,000 |
|||||||||
| Total |
|
— |
|
$ |
4,741,709 |
|
$ |
26,834,991 |
| ||||||
| Jeffrey D. Capello |
|||||||||||||||
| Severance |
|
— |
$ |
1,487,500 |
$ |
2,550,000 |
|||||||||
| Performance-based RSUs |
|
— |
$ |
2,736,395 |
|||||||||||
| Medical, Dental and Vision |
|
— |
$ |
22,611 |
$ |
38,761 |
|||||||||
|
Outplacement(5) |
|
— |
$ |
32,000 |
$ |
32,000 |
|||||||||
| Total |
|
— |
|
$ |
1,542,111 |
|
$ |
5,357,156 |
| ||||||
| Michael D. Ehlers |
|||||||||||||||
| Severance |
|
— |
$ |
1,890,613 |
$ |
2,835,920 |
|||||||||
| Performance-based RSUs |
|
— |
|
— |
$ |
7,240,328 |
|||||||||
| Time-based RSUs |
|
— |
|
— |
$ |
1,736,609 |
|||||||||
| Medical, Dental and Vision |
|
— |
$ |
25,574 |
$ |
38,361 |
|||||||||
|
Outplacement(5) |
|
— |
$ |
32,000 |
$ |
32,000 |
|||||||||
| Total |
|
— |
|
$ |
1,948,187 |
|
$ |
11,883,218 |
| ||||||
| Susan H. Alexander |
|||||||||||||||
| Severance |
|
— |
$ |
2,228,802 |
$ |
2,547,202 |
|||||||||
| Performance-based RSUs |
$ |
4,671,689 |
$ |
4,671,689 |
$ |
6,673,841 |
|||||||||
| Time-based RSUs |
$ |
852,055 |
$ |
852,055 |
$ |
1,217,221 |
|||||||||
| Medical, Dental and Vision |
|
— |
$ |
23,544 |
$ |
26,908 |
|||||||||
|
Outplacement(5) |
|
— |
$ |
32,000 |
$ |
32,000 |
|||||||||
| 280G Tax Gross-Up(6) |
|
— |
|
— |
|
— |
|||||||||
|
Total |
$ |
5,523,744 |
|
$ |
7,808,090 |
|
$ |
10,497,172 |
| ||||||
| Paul F. McKenzie |
|||||||||||||||
| Severance |
|
— |
$ |
1,436,926 |
$ |
2,155,389 |
|||||||||
| Performance-based RSUs |
|
— |
|
— |
$ |
5,463,914 |
|||||||||
| Time-based RSUs |
|
— |
|
— |
$ |
1,688,161 |
|||||||||
| Medical, Dental and Vision |
|
— |
$ |
26,183 |
$ |
39,274 |
|||||||||
|
Outplacement(5) |
|
— |
$ |
32,000 |
$ |
32,000 |
|||||||||
| Total |
|
— |
|
$ |
1,495,109 |
|
$ |
9,378,738 |
| ||||||
Notes to the Potential Post-Termination Payments Table
| (1) | In the event of an executive’s death or disability, all outstanding time-based equity awards and earned performance-based equity awards under the Company’s LTI program will vest in full and all unearned performance-based equity awards will remain outstanding and eligible to vest based on actual performance. The value of such accelerated awards for all NEOs would be the same amount as shown in column (d) for such NEO (based on actual performance estimated as of December 31, 2018). |
| (2) | Ms. Alexander was eligible for potential payments upon retirement at December 31, 2018. Upon retirement, 70% of any vested CSPU awards would be paid following, if applicable, the six-month delay required by Section 409A of the Internal Revenue Code, 70% of any unvested CSPU awards would vest immediately upon certification of the achievement of the applicable performance goals and would be paid following, if applicable, the six-month delay required by Section 409A of the Internal Revenue Code. Any unvested PSU and MSU awards would, subject to the achievement of any applicable performance goals, remain outstanding and vest in accordance with the terms of such awards based on actual performance as to 70% of the earned shares. The amount listed in column (b) is the estimated value of 70% of all unvested awards held by Ms. Alexander, based on actual performance estimated as of December 31, 2018, for unearned performance-based awards. Based on years of service, Ms. Alexander was eligible for accelerated vesting on 70% of her outstanding awards as of December 31, 2018. |
| (3) | The amounts listed in column (c) and column (d) for Performance-based RSUs for the applicable named executive officers includes the value of applicable unvested awards based on actual performance estimated as of December 31, 2018. |
| (4) | Pursuant to his employment agreement, upon an involuntary termination by the Company without cause or involuntary employment action not following a corporate transaction or CIC, Mr. Vounatsos is eligible to receive a lump sum payment within 60 days |
| 60 |
|
|
Table of Contents
| 5 |
Executive Compensation Matters (continued) |
| consisting of the pro rata portion of the target bonus for the year of termination and an amount equal to the sum of the annual base salary rate and target bonus in effect at the time of termination multiplied by a factor of 1.5, continuation of medical, dental and vision insurance for up to 18 months and up to 12 months of executive outplacement services. Upon an involuntary termination by the Company without cause or an involuntary employment action following a corporate transaction or CIC, Mr. Vounatsos is eligible to receive a lump sum payment within 60 days consisting of the pro rata portion of the target bonus for the year of termination and an amount equal to the sum of the annual base salary rate and target bonus in effect at the time of termination multiplied by a factor of 2.0, continuation of medical, dental and vision insurance for up to 24 months and up to 12 months of outplacement services. |
| (5) | The named executive officers are provided outplacement services at a cost of up to $32,000 for the Executive Vice President level. |
| (6) | The payments for Ms. Alexander upon a corporate transaction or a corporate change in control on December 31, 2018, would not have been subject to a Section 280G excise tax. |
We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value and we are committed to internal pay equity. As discussed earlier in this Proxy Statement, our compensation programs are designed to drive the creation of long-term stockholder value by delivering performance-based compensation. We invest in our employees at all levels in the Company by rewarding performance that balances risk and reward, empowering professional growth and development and by offering affordable benefits and programs that meet the diverse needs of our employees.
We believe strongly in pay-for-performance and all of our employees are eligible to participate in our annual bonus plan, our LTI programs and our benefit plans. Our annual bonus plan is consistently maintained for all participants globally, with the same Company performance goals, payout levels (as a percentage of target) and administrative provisions regardless of the participant’s job level, location or function in the Company. We also have a long-term incentive program that provides different forms of awards depending upon an employee’s level but is otherwise consistent throughout the Company.
The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. Under SEC rules, we used the same median employee as we used for our 2017 pay ratio because we reasonably believe there have been no changes to our employee population or compensation programs that would result in a significant change to our pay ratio disclosure. The methodology used to identify our median employee for our 2017 pay ratio is described in our 2018 proxy statement.
Our median employee is a full-time employee based in the U.S. In October 2017, when we determined the median employee, approximately 59% of our workforce was based in the U.S. with the remaining approximately 41% of our workforce based in the rest of the world. In addition, approximately 98% of our workforce was full-time.
For our median employee, annual total compensation was calculated in accordance with the SEC’s rules for the Summary Compensation Table, including salary, bonus, LTI grant date fair value and value of certain benefits provided, including relocation benefits. For our CEO, annual total compensation is equal to the amount included in the “Total” column of the Summary Compensation Table, and our CEO’s annual total compensation for 2018 was $16,168,646. The annual total compensation of the median employee for 2018 was $170,521, including base salary, annual bonus, LTI grant value, and certain benefits including one-time relocation benefit. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was 95 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Given the different methodologies, estimates, assumptions and exclusions that other public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
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Table of Contents
| 6 |
|
The following table and accompanying notes provide information about the beneficial ownership of our common stock by:
| • | each stockholder known by us to be the beneficial owner of more than 5% of our common stock; |
| • | each of our named executive officers; |
| • | each of our directors and nominees for director; and |
| • | all of our directors and executive officers as a group. |
Except as otherwise noted, the persons identified have sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the shares. Except as otherwise noted, the information below is as of April 19, 2019 (Ownership Date).
Unless otherwise indicated in the footnotes, the address of each of the individuals named below is: c/o Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142.
| Name | Shares Owned(1) |
Shares Subject to Options and Stock Units(2) |
Total Number of Shares Beneficially Owned(1) |
Percentage of Outstanding Shares(3) |
||||||||||||
| 5% Stockholders |
||||||||||||||||
|
BlackRock Inc.(4) 55 East 52nd Street New York, NY 10055
|
|
16,568,963 |
|
|
— |
|
|
16,568,963 |
|
|
8.2 |
% | ||||
|
The Vanguard Group(5) 100 Vanguard Boulevard Malvern, PA 19355
|
|
15,170,607 |
|
|
— |
|
|
15,170,607 |
|
|
7.52 |
% | ||||
|
PRIMECAP Management Company(6) 177 East Colorado Boulevard 11th Floor Pasadena, CA 91105
|
|
14,727,267 |
|
|
— |
|
|
14,727,267 |
|
|
7.31 |
% | ||||
| Named Executive Officers |
||||||||||||||||
| Michel Vounatsos(7) |
|
16,657 |
|
|
3,252 |
|
|
19,909 |
|
|
* |
| ||||
| Jeffrey D. Capello |
|
917 |
|
|
— |
|
|
917 |
|
|
* |
| ||||
| Michael Ehlers(7) |
|
6,824 |
|
|
3,538 |
|
|
10,362 |
|
|
* |
| ||||
| Susan H. Alexander |
|
31,976 |
|
|
— |
|
|
31,976 |
|
|
* |
| ||||
| Paul F. McKenzie |
|
6,407 |
|
|
— |
|
|
6,407 |
|
|
* |
| ||||
| Directors |
||||||||||||||||
| John R Chiminski |
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||
| Alexander J. Denner(8) |
|
534,687 |
|
|
880 |
|
|
535,567 |
|
|
* |
| ||||
| Caroline D. Dorsa |
|
18,172 |
|
|
880 |
|
|
19,052 |
|
|
* |
| ||||
| William A. Hawkins |
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||
| Nancy L. Leaming |
|
10,063 |
|
|
880 |
|
|
10,943 |
|
|
* |
| ||||
| Jesus B. Mantas |
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||
| Richard C. Mulligan |
|
10,029 |
|
|
880 |
|
|
10,909 |
|
|
* |
| ||||
| Robert W. Pangia |
|
17,707 |
|
|
880 |
|
|
18,587 |
|
|
* |
| ||||
| Stelios Papadopoulos(9) |
|
29,946 |
|
|
1,450 |
|
|
31,396 |
|
|
* |
| ||||
| Brian S. Posner |
|
6,015 |
|
|
880 |
|
|
6,895 |
|
|
* |
| ||||
| Eric K. Rowinsky |
|
14,144 |
|
|
880 |
|
|
15,024 |
|
|
* |
| ||||
| Lynn Schenk(10) |
|
10,097 |
|
|
880 |
|
|
10,977 |
|
|
* |
| ||||
| Stephen A. Sherwin |
|
4,284 |
|
|
13,158 |
|
|
17,442 |
|
|
* |
| ||||
|
Executive officers and directors as a group (23 persons)(7)(11) |
|
731,239 |
|
|
28,438 |
|
|
759,677 |
|
|
* |
| ||||
| * | Represents beneficial ownership of less than 1% of our outstanding shares of common stock. |
| 62 |
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Table of Contents
| 6 |
Additional Information (continued) |
| (1) | The shares described as “owned” are shares of our common stock directly or indirectly owned by each listed person, rounded up to the nearest whole share. |
| (2) | Includes options that are or will become exercisable and RSUs and MSUs that will vest within 60 days of the Ownership Date. |
| (3) | The calculation of percentages is based upon 193,893,397 shares outstanding on the Ownership Date, plus for each of the individuals listed above the shares subject to options and RSUs and MSUs exercisable within 60 days of the Ownership Date, as reflected in the column under the heading “Shares Subject to Options and Stock Units.” |
| (4) | Based solely on information as of December 31, 2018, contained in a Schedule 13G/A filed with the SEC by BlackRock Inc. on February 4, 2019, which also indicates that it has sole voting power with respect to 14,695,569 shares and sole dispositive power with respect to 16,568,963 shares. |
| (5) | Based solely on information as of December 31, 2018, contained in a Schedule 13G/A filed with the SEC by The Vanguard Group on February 11, 2019, which also indicates that it has sole voting power with respect to 246,897 shares, sole dispositive power with respect to 14,880,929 shares, shared voting power with respect to 47,063 shares and shared dispositive power with respect to 289,678 shares. |
| (6) | Based solely on information as of December 31, 2018, contained in a Schedule 13G/A filed with the SEC by PRIMECAP Management Company on February 8, 2019, which also indicates that it has sole voting power over 1,696,975 shares and sole dispositive power over 14,727,267 shares. |
| (7) | Includes shares underlying MSUs that will vest within 60 days of the Ownership Date, assuming the maximum possible number of shares that are eligible for vesting on the vesting date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times the [30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price on the grant date]). |
| (8) | Includes 383,858 shares beneficially owned by Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (Sarissa Offshore), 79,800 shares beneficially owned by Sarissa Capital Catapult Fund LLC, a Delaware limited liability company (Sarissa Catapult) and 61,000 shares beneficially owned by Sarissa Capital Management LP, a Delaware limited partnership (Sarissa Capital). Sarissa Capital is the investment advisor to certain investment funds, including Sarissa Offshore and Sarissa Catapult. Dr. Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of each of Sarissa Capital and Sarissa Offshore and the managing member of Sarissa Catapult. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the shares that those entities beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |
| (9) | Includes 28,206 shares held in limited liability companies of which Dr. Papadopoulos is the sole manager. |
| (10) | Includes 738 shares held in a trust of which Ms. Schenk is a trustee and 2,362 shares held in a defined benefit plan. |
| (11) | Includes 555,964 shares held indirectly through trusts, funds, defined benefit plans or limited liability companies. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, directors and greater than 10% stockholders to file initial reports of ownership and changes of ownership of our common stock. As a practical matter, we assist our directors and executive officers by monitoring transactions and completing and filing Section 16 forms on their behalf. Based solely on information provided to us by our directors and executive officers, we believe that during 2018 all such parties complied with all applicable filing requirements.
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Table of Contents
| 6 |
Additional Information (continued) |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Our Code of Conduct (Values in Action), Corporate Governance Principles, Related Person Transaction Policy and Conflict of Interest Policy set forth our policies and procedures for the review and approval of transactions with related persons, including transactions that would be required to be disclosed in this Proxy Statement in accordance with SEC rules.
In circumstances where one of our directors or executive officers, or a family member, has a direct or indirect material interest in a transaction involving Biogen, our Corporate Governance Committee must review and approve all such proposed transactions or courses of dealing. In determining whether to approve or ratify a transaction with a related person, among the factors our Corporate Governance Committee may consider (as applicable) are:
| • | the business reasons for entering into the transaction; |
| • | the size of the transaction and the nature of the related person’s interest in the transaction; |
| • | whether the transaction terms are as favorable to us as they would be to an unaffiliated third party; |
| • | whether the transaction terms are more favorable to the related person than they would be to an unaffiliated third party; |
| • | the availability of alternative sources for comparable products, services or other benefits; |
| • | whether the transaction would impair the independence or judgment of the related person in the performance of his or her duties to us; |
| • | for non-employee directors, whether the transaction would be consistent with Nasdaq’s requirements for independent directors; |
| • | whether the transaction is consistent with our Conflict of Interest Policy, which prohibits related persons and others from having a financial interest in any competitor, customer, vendor or supplier of ours; |
| • | the related person’s role in arranging the transaction; |
| • | the potential for the transaction to be viewed as representing or leading to an actual or apparent conflict of interest; and |
| • | any other factors that our Corporate Governance Committee deems appropriate. |
Our Code of Conduct, which sets forth legal and ethical guidelines for all of our directors and employees, states that directors, executive officers and employees must avoid relationships or activities that might impair their ability to make objective and fair decisions while acting in their Company roles. There are no relationships or transactions with related persons that are required to be disclosed in this Proxy Statement under SEC rules.
| 64 |
|
|
Table of Contents
| 6 |
Additional Information (continued) |
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2018, about:
| • | the number of shares of common stock subject to issuance upon exercise of outstanding options and vesting of RSUs, MSUs and PSUs under plans adopted and assumed by us; |
| • | the weighted-average exercise price of outstanding options under plans adopted and assumed by us; and |
| • | the number of shares of common stock available for future issuance under our active plans: our 2017 Omnibus Equity Plan, our Non-Employee Directors Equity Plan and our 2015 Employee Stock Purchase Plan. |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (a) |
Weighted-average Exercise Price of Outstanding Options and Rights(1) (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a))(2) (c) | |||
|
Equity compensation plans approved by stockholders
|
1,308,264
|
$ 53.82
|
20,564,534
| |||
|
Equity compensation plans not approved by stockholders
|
—
|
—
|
—
| |||
|
Total
|
1,308,264
|
$ 53.82
|
20,564,534
| |||
| (1) | The weighted-average exercise price includes all outstanding stock options but does not include RSUs MSUs or PSUs, which do not have an exercise price. |
| (2) | Of these shares, (a) 14,127,581 remain available for future issuance under our 2017 Omnibus Equity Plan, (b) 703,425 remain available for future issuance under our Non-Employee Directors Equity Plan and (c) 5,733,528 remain available under our 2015 Employee Stock Purchase Plan. In addition to shares issuable upon the exercise of options or rights, the shares under our 2017 Omnibus Equity Plan and our Non-Employee Directors Equity Plan may also be issued other than upon such exercise. |
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Table of Contents
Table of Contents
| 2019 PROXY STATEMENT |
GAAP to Non-GAAP Reconciliation
Diluted Earnings Per Share and Net Income Attributable to Biogen Inc.
(unaudited, $ in millions, except per share amounts)
| For the Twelve Months Ended | ||||||||||
| December 31, 2018 |
December 31, 2017 | |||||||||
| GAAP earnings per share – Diluted |
|
$21.58 |
|
$11.92 |
||||||
| Adjustments to GAAP net income attributable to Biogen Inc. (as detailed below) |
|
4.62 |
|
9.89 |
||||||
| Non-GAAP earnings per share – Diluted |
|
$26.20 |
|
$21.81 |
||||||
| For the Twelve Months Ended | ||||||||||
| December 31, 2018 |
December 31, 2017(1) | |||||||||
| GAAP net income attributable to Biogen Inc. |
|
$4,430.7 |
|
$2,539.1 |
||||||
| Adjustments: |
||||||||||
| Amortization of acquired intangible assetsA, B |
|
747.3 |
|
814.7 |
||||||
| Acquired in-process research and development |
|
112.5 |
|
120.0 |
||||||
| Research and developmentC |
|
10.0 |
|
— |
||||||
| (Gain) loss on fair value remeasurement of contingent considerationD |
|
(12.3) |
|
|
62.7 |
| ||||
| Premium paid on purchase of Ionis common stockE |
|
162.1 |
|
|
— |
| ||||
| (Gain) loss on equity security investments |
|
(128.0) |
|
|
— |
| ||||
| Net distribution to noncontrolling interestsF |
|
43.7 |
|
|
132.4 |
| ||||
| Restructuring, business transformation and other cost saving initiatives: |
||||||||||
| 2017 corporate strategy implementationG |
|
10.9 |
|
|
18.5 |
| ||||
| Restructuring chargesG |
|
12.0 |
|
|
0.9 |
| ||||
| Hemophilia business separation costs |
|
— |
|
|
19.2 |
| ||||
| Income tax effect related to reconciling items |
|
(146.6) |
|
|
(235.7) |
| ||||
| Elimination of deferred tax assetH |
|
10.6 |
|
|
— |
| ||||
| Tax reformI |
|
124.9 |
|
|
1,173.6 |
| ||||
| Non-GAAP net income attributable to Biogen Inc. |
|
$5,377.8 |
|
$4,645.4 |
||||||
Free Cash Flow Reconciliation
(unaudited, $ in millions)
| For the Twelve Months Ended | |||||
| December 31, 2018 | |||||
| Net cash flows provided by operating activities |
|
$ 6,187.7 |
|||
| Purchases of property, plant and equipment (Capital Expenditures) |
|
(770.6) |
| ||
| Contingent consideration related to Fumapharm AG acquisition |
|
(1,500.0) |
| ||
| Free Cash Flow |
|
$ 3,917.1 |
|||
| (1) | On February 1, 2017, we completed the spin-off of our hemophilia business. Our consolidated results of operations reflect the financial results of our hemophilia business through January 31, 2017. |
| A | In January 2017 we entered into a settlement and license agreement among Biogen Swiss Manufacturing GmbH, Biogen International Holding Ltd., Forward Pharma A/S (Forward Pharma) and certain related parties, which was effective February 1, 2017. Pursuant to this |
| A-1 |
|
|
Table of Contents
| 2019 PROXY STATEMENT |
Appendix A (continued)
| agreement, we obtained U.S. and rest of world licenses to Forward Pharma’s intellectual property, including Forward Pharma’s intellectual property related to TECFIDERA. In exchange, we paid Forward Pharma $1.25 billion in cash, of which $795.2 million was recognized as an intangible asset in the first quarter of 2017. |
| We have two intellectual property disputes with Forward Pharma, one in the U.S. and one in the European Union, concerning intellectual property related to TECFIDERA. |
| In March 2017 the U.S. intellectual property dispute was decided in our favor. Forward Pharma appealed to the U.S. Court of Appeals for the Federal Circuit. We evaluated the recoverability of the U.S. asset acquired from Forward Pharma and recorded a $328.2 million impairment charge in the first quarter of 2017 to adjust the carrying value of the acquired U.S. asset to fair value reflecting the impact of the developments in the U.S. legal dispute and continued to amortize the remaining net book value of the U.S. intangible asset in our consolidated statements of income utilizing an economic consumption model. The U.S. Court of Appeals for the Federal Circuit upheld the U.S. Patent and Trademark Office’s March 2017 ruling and in January 2019 denied Forward Pharma’s petition for rehearing. We evaluated the recoverability of the U.S. asset based upon these most recent developments and recorded a $176.8 million impairment charge in the fourth quarter of 2018 to reduce the remaining net book value of the U.S. asset to zero. |
| In March 2018 the European Patent Office (EPO) revoked Forward Pharma’s European Patent No. 2 801 355. Forward Pharma has filed an appeal to the Technical Boards of Appeal of the EPO and the appeal is pending. Based upon our assessment of this ruling, we continue to amortize the remaining net book value of the rest of world intangible asset in our consolidated statements of income utilizing an economic consumption model. |
| Amortization of acquired intangible assets for the twelve months ended December 31, 2017, also includes a $31.2 million pre-tax impairment charge related to our acquired and in-licensed rights and patents intangible asset associated with ZINBRYTA after the initiation of an European Medicines Agency review (referred to as an Article 20 Procedure) of ZINBRYTA following the report of a case of fatal fulminant liver failure, as well as four cases of serious liver injury. |
| B | Amortization of acquired intangible assets for the twelve months ended December 31, 2018, includes the impact of impairment charges totaling $189.3 million related to certain in-process research and development (IPR&D) assets associated with our vixotrigine (BIIB074) program. |
| During the third quarter of 2018 we completed a Phase 2b study of vixotrigine for the treatment of painful lumbosacral radiculopathy (PLSR). The study did not meet its primary or secondary efficacy endpoints; therefore, we discontinued development of vixotrigine for the treatment of PLSR and we recognized an impairment charge of approximately $60.0 million during the third quarter of 2018 to reduce the fair value of the related IPR&D intangible asset to zero. In addition, we delayed the initiation of the Phase 3 studies of vixotrigine for the treatment of trigeminal neuralgia (TGN) as we awaited the outcome of ongoing interactions with the U.S. Food and Drug Administration (FDA) regarding the design of the Phase 3 studies, a more detailed review of the data from the Phase 2b study of vixotrigine for the treatment of PLSR and insights from the Phase 2 study of vixotrigine for the treatment of small fiber neuropathy. We reassessed the fair value of our vixotrigine program for the treatment of TGN using reduced expected lifetime revenues, higher expected clinical development costs and a lower cumulative probability of success and, as a result of that assessment, we recognized an impairment charge of $129.3 million during the third quarter of 2018 to reduce the fair value of the IPR&D intangible asset associated with our vixotrigine program for the treatment of TGN to $41.8 million. |
| C | GAAP research and development expense for the twelve months ended December 31, 2018, include a $10.0 million contingent consideration payment accrued in relation to the acquisition of an asset. |
| D | During the third quarter of 2018, we adjusted the fair value of our contingent consideration obligations related to our vixotrigine program for the treatment of TGN to reflect the lower cumulative probabilities of success, which resulted in a gain of $89.6 million. |
| In late December 2018 we received feedback from the FDA regarding the design of the Phase 3 studies of vixotrigine for the treatment of TGN. Following this feedback, we are now planning to initiate the Phase 3 studies for our vixotrigine program for the treatment of TGN and, as a result, we adjusted the fair value of our contingent consideration obligations related to our vixotrigine program for the treatment of TGN to reflect increased probabilities of success and recognized a loss of $80.6 million in the fourth quarter of 2018. |
| E | In June 2018 we closed a new ten-year exclusive agreement with Ionis Pharmaceuticals, Inc. (Ionis) to develop novel antisense oligonucleotide drug candidates for a broad range of neurological diseases for a total payment of $1.0 billion consisting of an upfront payment of $375.0 million and the purchase of approximately 11.5 million shares of Ionis’ common stock at a cost of $625.0 million. |
| The 11.5 million shares of Ionis’ common stock were purchased at a premium to their fair value at the transaction closing date. The premium consisted of acquiring the shares at a price above the fair value based on the trailing 10-day weighted-average close price prior to entering into the agreement in April 2018 and the effect of certain holding period restrictions. We recorded an asset of $462.9 million in investments and other assets in our consolidated balance sheets reflecting the fair value of the common stock as of the purchase date and a charge of $162.1 million to research and development expense in our consolidated statements of income during the second quarter of 2018 reflecting the premium paid for the common stock. |
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Appendix A (continued)
| F | In October 2017 we amended the terms of our collaboration and license agreement with Neurimmune SubOne AG (Neurimmune). Under the amended agreement, we made a $150.0 million payment to Neurimmune in exchange for a 15% reduction in the previously negotiated royalty rates payable on products developed under this agreement. In May 2018 we made an additional $50.0 million payment to Neurimmune to further reduce the previously negotiated royalty rates payable on products developed under this agreement by an additional 5%. |
| Net distribution to noncontrolling interest for the twelve months ended December 31, 2018, reflects the $50.0 million payment made to Neurimmune, net of Neurimmune’s tax, in May 2018. |
| Net distribution to noncontrolling interest for the twelve months ended December 31, 2017, reflects the $150.0 million payment made to Neurimmune, net of Neurimmune’s tax, in October 2017. |
| G | 2017 corporate strategy implementation and restructuring charges are related to our efforts to create a leaner and simpler operating model. |
| H | Elimination of deferred tax asset due to Samsung Bioepis Co., Ltd. qualifying as a corporate joint venture for accounting purposes. |
| I | The Tax Cuts and Jobs Act of 2017 (2017 Tax Act) resulted in significant changes to the U.S. corporate tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global low-taxed income (GILTI). During the fourth quarter of 2018 we elected to recognize deferred taxes for basis differences expected to reverse as GILTI is incurred and have established initial deferred tax balances, as of the enactment date of the 2017 Tax Act. |
| During the fourth quarter of 2017 we recognized within our provision for income taxes a $1.2 billion provisional estimate pursuant to U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118. Our provisional estimate included an amount of $989.6 million associated with a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings (the Transition Toll Tax) and $184.0 million related to the impact of remeasuring our deferred tax balances to reflect the new federal statutory rate and other changes to U.S. tax law. |
| Tax reform amounts for the twelve months ended December 31, 2018, reflect the effect of an expense of $135.8 million related to the establishment of GILTI deferred taxes. |
| Tax reform amounts for the twelve months ended December 31, 2018, also reflect the effect of a net reduction of $34.6 million to our 2017 preliminary Transition Toll Tax estimate, an expense of $12.7 million for the remeasurement of our deferred tax balance and an $11.0 million expense to reflect other aspects of the 2017 Tax Act. |
| The final determination of the Transition Toll Tax and remeasurement of our deferred assets and liabilities was completed in the fourth quarter of 2018. |
Use of Non-GAAP Financial Measures
We supplement our consolidated financial statements presented on a GAAP basis by providing additional measures which may be considered “Non-GAAP” financial measures under applicable SEC rules. We believe that the disclosure of these Non-GAAP financial measures provides additional insight into the ongoing economics of our business and reflects how we manage our business internally, set operational goals and form the basis of our management incentive programs. These Non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States and should not be viewed in isolation or as a substitute for reported, or GAAP, net income attributable to Biogen Inc., diluted earnings per share and net cash flows provided by operating activities.
Our “Non-GAAP net income attributable to Biogen Inc.” and “Non-GAAP earnings per share – Diluted” financial measures exclude the following items from “GAAP net income attributable to Biogen Inc.” and “GAAP earnings per share – Diluted”:
1. Purchase accounting, merger-related and other adjustments
We exclude certain purchase accounting related items associated with the acquisition of businesses, assets and amounts in relation to the consolidation or deconsolidation of variable interest entities for which we are the primary beneficiary. These adjustments include, but are not limited to, charges for IPR&D and certain milestones, the amortization of intangible assets and charges or credits from the fair value remeasurement of our contingent consideration obligations.
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Appendix A (continued)
2. Hemophilia business separation costs
We have excluded costs that are directly associated with the set up and spin-off of our hemophilia business on February 1, 2017. These costs represent incremental third-party costs attributable solely to hemophilia spin-off and set up activities.
3. Restructuring, business transformation and other cost saving initiatives
We exclude costs associated with our execution of certain strategies and initiatives to streamline operations, achieve targeted cost reductions, rationalize manufacturing facilities or refocus R&D activities. These costs may include employee separation costs, retention bonuses, facility closing and exit costs, asset impairment charges or additional depreciation when the expected useful life of certain assets have been shortened due to changes in anticipated usage and other costs or credits that management believes do not have a direct correlation to our ongoing or future business operations.
4. (Gain) loss on equity security investments
Effective January 2018 we exclude unrealized and realized gains and losses and discounts or premiums on our equity security investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.
5. Other items
We evaluate other items of income and expense on an individual basis and consider both the quantitative and qualitative aspects of the item, including (i) its size and nature, (ii) whether or not it relates to our ongoing business operations and (iii) whether or not we expect it to occur as part of our normal business on a regular basis. We also include an adjustment to reflect the related tax effect of all reconciling items within our reconciliation of our GAAP to Non-GAAP net income attributable to Biogen Inc. and diluted earnings per share.
“Free Cash Flow” is defined as net cash flows provided by operating activities less purchases of property, plant and equipment and contingent consideration related to our acquisition of Fumapharm AG as disclosed in our 2018 Annual Report on Form 10-K.
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| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
E76108-P22124 KEEP THIS PORTION FOR YOUR RECORDS | |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| BIOGEN INC. | ||||||||||||||||||||||||||||||
| The Board recommends a vote FOR the following proposals: | ||||||||||||||||||||||||||||||
| 1. | Election of Directors. To elect the fourteen director nominees numbered 1a through 1n to serve for a one-year term extending until the 2020 annual meeting of stockholders and their successors are duly elected and qualified. | For | Against | Abstain | For | Against |
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John R. Chiminski
Alexander J. Denner
Caroline D. Dorsa
William A. Hawkins
Nancy L. Leaming
Jesus B. Mantas
Richard C. Mulligan
Robert W. Pangia
Stelios Papadopoulos |
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Brian S. Posner
Eric K. Rowinsky
Lynn Schenk
Stephen A. Sherwin
Michel Vounatsos
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| 2. |
To ratify the selection of PricewaterhouseCoopers LLP as Biogen Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
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Say on Pay - To approve an advisory vote on executive compensation. |
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| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The 2019 Notice and Proxy Statement and 2018 Annual Report with Form 10-K are available
at: www.proxyvote.com.
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E76109-P22124
BIOGEN INC.
Annual Meeting of Stockholders
June 19, 2019, 9:00 a.m. Eastern Time
This proxy is solicited by the Board of Directors
The undersigned hereby appoints Michel Vounatsos, Jeffrey D. Capello and Susan H. Alexander, and each of them (with full power to act alone), as proxies of the undersigned with all the powers the undersigned would possess if present during the 2019 Annual Meeting,and with full power of substitution in each of them to appear, represent and vote all shares of common stock of Biogen Inc. which the undersigned would be entitled to vote at the 2019 Annual Meeting of Stockholders, to be held at Biogen Inc.’s offices located at 225 Binney Street, Cambridge, Massachusetts 02142 and online at www.virtualshareholdermeeting.com/BIIB2019 on Wednesday, June 19, 2019, at 9:00 a.m. Eastern Time, and at any adjournment or postponement thereof.
The shares represented by this proxy will be voted as directed herein. If no direction is indicated, such shares will be voted FOR the election of all of the director nominees listed in Proposal 1 and FOR Proposals 2 and 3. As to any other matter that may be properly brought before the meeting or any adjournment or postponement thereof, proxy holders will vote in accordance with their best judgment.
Continued and to be signed on reverse side