James E. Bradner
AMGENAbout James E. Bradner
James E. Bradner, M.D., is Executive Vice President, Research & Development at Amgen. He joined Amgen on December 18, 2023, and served as Chief Scientific Officer from 2023 through December 2024; he is 52 years old as of February 14, 2025 . Prior roles include President of the Novartis Institutes for BioMedical Research (member of Novartis’ Executive Committee), clinician at Dana-Farber Cancer Institute, and prior faculty service at Harvard Medical School . Bradner’s performance-linked incentives at Amgen tie heavily to company TSR and non-GAAP operating measures (EPS, ROIC) via multi-year PSUs and to annual GMIP goals (revenues, non-GAAP net income, pipeline and priorities), evidencing pay-for-performance alignment; Amgen’s 2022–2024 PSU payout certified at 73.3% of target based on EPS/ROIC averages and an S&P 500-relative TSR modifier, and 2024 GMIP achieved 138.4% versus target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis Institutes for BioMedical Research | President; Member, Novartis Executive Committee | 2016–2022 | Led research and early development; contributed to numerous development programs and INDs; positive proof-of-concept studies |
| Dana-Farber Cancer Institute | Clinician | 2022–2023 | Clinical practice; continued translational work prior to Amgen |
| Harvard Medical School | Faculty | Prior to 2016 | Academic leadership and scientific credentials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dana-Farber Cancer Institute | Clinician | 2022–2023 | Patient care and clinical research |
| Harvard Medical School | Faculty | Prior to 2016 | Academic leadership; research and teaching |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (earned) ($) | 1,214,331 | Payroll earned in 2024 |
| Base Salary (offer terms) ($) | 1,200,000 | Offer letter terms set at hire |
| Target Annual Cash Incentive (% of base) | 100% | EVP target set in offer letter |
| Non-Equity Incentive Plan Compensation ($) | 1,661,000 | Awarded based on GMIP 2024 performance (138.4% vs target) |
| Sign-on Bonus ($) | 1,250,000 | Subject to recoupment if resign/terminated for cause within 24 months |
Performance Compensation
Annual Cash Incentive (GMIP/EIP)
| Metric | Weighting | Target Framework | Actual Performance | Payout Basis |
|---|---|---|---|---|
| Revenues | 30% | Company pre-set financial goal | Included in 2024 GMIP composite | Composite achieved 138.4% vs target; maximum 225% possible |
| Non-GAAP Net Income | 30% | Company pre-set financial goal | Included in 2024 GMIP composite | Composite achieved 138.4% vs target; negative discretion under EIP |
| Progress Innovative Pipeline | 30% | Pre-established operating goals | Included in 2024 GMIP composite | Composite achieved 138.4% vs target |
| Deliver Annual Priorities | 10% | Pre-established operating goals | Included in 2024 GMIP composite | Composite achieved 138.4% vs target |
Reference company performance design: In 2023, revenues targeted $26.483B vs results $28.190B; non-GAAP net income targeted $9.570B vs results $10.034B; overall annual score 159.3%, illustrating the metric design used by the committee .
Long-Term Incentive (PSUs, RSUs, Options) – 2024 Grants
| Instrument | Grant Date | Units / Value | Key Terms |
|---|---|---|---|
| Performance Units (2024–2026) | 5/7/2024 | Target 6,685; max 13,370 | Based on 3-year average operating measures (EPS and ROIC, equally weighted) with earnout range 30%–170%, modified by relative TSR (S&P 500) up to ±30 points; negative cap if absolute TSR < 0 |
| RSUs (Annual LTI) | 5/7/2024 | Grant-date fair value $859,759 (2,863 units) | Vests 0/33/33/34% on 2nd–4th anniversaries; accrues dividend equivalents payable at vest |
| Stock Options | 5/7/2024 | 18,603 options @ $300.30; FV $1,289,932 | Vest 0/33/33/34% on 2nd–4th anniversaries; 10-year term (exp. 5/7/2034) |
| New Hire RSUs | 2/9/2024 | $2,499,847 (8,587 units) | Vests 0/33/33/34% on 2nd–4th anniversaries; targeted at Market Median |
| Replacement RSUs (for forfeited prior employer equity) | 2/9/2024 | $4,019,203 (13,806 units) | Same vesting as above; plus separate cash make-whole $1,021,429 |
Value sensitivity for 2024 PSUs: Max operating metrics with target TSR implies $3,654,776; max operating metrics with max TSR implies $4,299,926 .
LTI equity grant value mix (annual) set by committee: PSUs $2.15M, Options $1.29M, RSUs $0.86M (Total $4.3M); positioned ~8.8% below market median .
Equity Ownership & Alignment
| Category | Detail | Amount / Units |
|---|---|---|
| Beneficial Ownership as of 3/24/2025 | Shares owned | 0; shares acquirable within 60 days: 0; <1% ownership |
| Unvested RSUs | Units and market value | 26,012 units; $6,779,768 market value at 12/31/2024 |
| Unearned PSUs (target) | Units and market/payout value | 6,836 units; $1,781,735 market/payout value disclosure |
| Stock Options (Unexercisable) | Options and terms | 18,603 @ $300.30; expire 5/7/2034 |
| Ownership Guidelines | Requirement | EVP must hold Amgen stock equal to 3x base salary by 12/31 of the fifth calendar year after becoming an officer; sales restricted until guideline met |
| Hedging/Pledging | Policy | Prohibited from short sales, margin purchases, pledging, hedging or similar derivative transactions in Amgen stock |
Vesting schedules imply potential insider selling pressure aligned with vest dates beginning in 2026–2028 (options/RSUs vest on 2nd–4th anniversaries of 2024 grants) . Monitoring Form 4 filings around vesting dates is prudent.
Employment Terms
| Provision | Terms |
|---|---|
| Employment start date | December 18, 2023 |
| Severance (offer letter) | If terminated by Amgen other than for “cause” within two years after employment date: cash severance equal to 2x annual base salary plus 2x target annual cash incentive; up to 12 months COBRA medical/dental; expires December 18, 2025 |
| Definition of “cause” | Unfitness/inattention/incompetence; dishonesty; policy violations; failure to follow directions; breach of proprietary information agreements; criminal offense involving moral turpitude or conduct with material adverse company impact |
| Change-of-Control (CIC) plan | Double-trigger cash severance (multiple of 2x annual cash compensation for NEOs); COBRA health/dental up to 18 months; continued retirement contributions; fully vested 401(k)/SRP; no tax gross-ups; broad indemnification/D&O insurance coverage |
| CIC equity treatment | RSUs/options: double-trigger acceleration upon qualifying termination within two years post-CIC; PSUs: truncated performance earnout using operating measures/TSR per plan |
| Estimated payments (12/31/2024 price $260.64) | CIC and termination: total $13,982,356 including cash severance $4,800,000; RSU acceleration $6,779,768; PSUs $1,772,873; healthcare $57,864; retirement contributions $485,002; SRP acceleration $86,849. CIC (no termination): $1,772,873 (PSUs). Termination without cause (offer terms): $4,837,510 total including cash severance $4,800,000 and healthcare $37,510 |
Compensation Structure Analysis
- Market positioning: 2024 base salary $1.2M positioned ~5% below market median; annual LTI equity value $4.3M positioned ~8.8% below market median, emphasizing at-risk pay aligned with shareholder interests .
- Mix shift and retention: New hire and make-whole RSUs ($2.5M and $4.019M) vest over years 2–4, plus a $1.25M sign-on bonus with recoupment if resign/terminated for cause within 24 months—clear retention emphasis for a critical hire .
- Performance metrics: PSUs hinge on EPS and ROIC with relative TSR modifier; annual GMIP/EIP relies principally on revenues and non-GAAP net income alongside pipeline/priorities—tight linkage to value creation .
- Governance levers: Robust clawback for erroneously awarded compensation (NASDAQ-compliant), executive equity recoupment for misconduct, and cash award recoupment provisions; no CIC tax gross-ups .
Risk Indicators & Red Flags
- Pledging/hedging: Explicitly prohibited—mitigates alignment risk .
- Clawbacks and recoupment: Strong policies across equity and cash incentives—downside protection for investors .
- CIC structures: Double-trigger equity and severance—reduces windfall optics .
- Insider selling pressure: Significant RSU/option vesting begins in 2026–2028; watch for Form 4 activity and trading plans around these dates .
Equity Ownership & Alignment (detail)
| Item | Value |
|---|---|
| Beneficial ownership % | <1% of outstanding shares (537,650,624 shares outstanding as of 3/24/2025) |
| SRP balance (12/31/2024) | $86,849; cliff vesting on 12/18/2026 (third anniversary of hire) |
| NDCP participation | None reported for 2024 |
Employment Contracts, Severance, and Change-of-Control Economics
| Element | Single vs. Double Trigger | Multiple / Terms |
|---|---|---|
| Cash severance (CIC plan) | Double-trigger | 2x salary + target bonus; COBRA up to 18 months; continued retirement contributions; no tax gross-up |
| RSUs & options acceleration | Double-trigger | Full vest only upon qualifying termination post-CIC; otherwise continue/assume awards |
| PSUs treatment at CIC | N/A | Earnout based on truncated performance period metrics/TSR per plan; specific payout percentages used in estimates (e.g., 99.5% for 2024–2026 if CIC after first six months) |
| Offer-letter severance | Single-trigger (termination without cause) | 2x salary + 2x target bonus; up to 12 months COBRA; expires 12/18/2025 |
| Clawback / equity recoupment | N/A | Restatement-based clawback; misconduct-driven equity forfeiture/cancellation for awards after 12/31/2020 |
Expertise & Qualifications
- Experienced R&D leader; Novartis Institutes for BioMedical Research President (Executive Committee member); clinician at Dana-Farber; faculty service at Harvard Medical School .
Performance & Track Record
- Company PSU payout for 2022–2024 certified at 73.3% (EPS/ROIC operating measures averaged 77.7% reduced by TSR modifier due to 46.3rd percentile TSR rank) .
- GMIP framework yielded 138.4% performance in 2024; Bradner’s non-equity incentive paid $1,661,000 accordingly .
- Historical TSR context: 10-year TSR of 232% through 12/31/2023; one-year TSR 13%; dividend growth track record; relevant to PSU TSR modifier design .
Equity Ownership & Alignment – Upcoming Vesting Calendar (indicative)
- RSUs and options from February and May 2024 grants begin vesting on 2nd anniversary dates (2026), then 2027, 2028; options expire in 2034. Monitor for potential liquidity events aligned with these schedules .
Investment Implications
- Alignment: Compensation is predominantly at risk and tied to EPS/ROIC and relative TSR, with robust clawback/recoupment—favorable governance for long-term investors .
- Retention: Significant time-vested RSUs (new hire and make-whole) plus limited-time severance enhance retention in the near term, but 2025 expiration of offer-letter severance and below-median LTI positioning could warrant monitoring for future retention risk .
- Trading signals: Material RSU/option vesting phases starting 2026–2028 could create selling pressure; monitor Form 4 filings and any 10b5-1 plans around vest dates and PSU certifications .
- CIC optics: Double-trigger equity/ cash severance and no gross-ups reduce governance red flags in change-of-control scenarios .