Christopher Viehbacher
BIOGENAbout Christopher Viehbacher
Christopher A. Viehbacher (age 65) is President and CEO of Biogen and a director since November 14, 2022, with extensive global experience at Sanofi (Global CEO), GlaxoSmithKline, and as Managing Partner at Gurnet Point Capital; he holds a B.Comm from Queen’s University (Canada) . In 2024 under his leadership, Biogen delivered GAAP diluted EPS growth of 40% YoY, Non-GAAP diluted EPS growth of 12% YoY, and free cash flow of $2.72B, aided by Fit for Growth cost reductions targeting ~$1B gross savings by end of 2025 . Biogen’s five‑year cumulative TSR context shows a $100 investment as of 12/31/2019 would be $51.54 at 12/31/2024, versus $113.84 for the Nasdaq Biotech Index, underscoring the importance of execution and pipeline delivery in the current cycle . Governance structures separate the CEO and Chair roles (independent Chair), and executive pay features strong performance linkage, clawbacks exceeding Dodd‑Frank, and prohibitions on hedging/pledging .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gurnet Point Capital | Managing Partner | 2015–2022 | Co-founded healthcare fund; created and developed innovative biotech companies . |
| Sanofi | Global CEO | 2008–2014 | Pivoted post‑LOE portfolio to new growth (e.g., Dupixent via Regeneron) and rare/specialty via Genzyme acquisition; strengthened/diversified pipeline . |
| GlaxoSmithKline | Various leadership roles | 1984–2008 | 20 years of global pharma operating leadership prior to becoming a large-cap CEO . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northeastern University | Trustee | Current | University governance role . |
| Stanford Medical School | Board of Fellows | Current | Advisory/oversight role . |
| PureTech Health plc | Director | 2015–2023 | Public board experience (stepped down) . |
| Clario; Vedanta Biosciences; BEFORE Brands | Chair | Prior | Chairmanships noted at appointment; planned to step down from most positions . |
| Crossover Health | Director | Prior | Board director (private healthcare) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $153,846 | $1,600,000 | $1,600,000 |
| Target Bonus (% of salary) | 150% (prorated 2022) | 150% | 150% |
| Actual Annual Bonus ($) | $315,616 | $2,376,000 | $4,308,480 |
Notes:
- Employment agreement set base salary at $1.6M and target bonus at 150% of salary, with 2022 bonus prorated from start date (Nov 14, 2022) .
Performance Compensation
Annual Bonus Framework and 2024 Outcome
| Metric | Weight | Threshold | Target | Max | Result | Company Multiplier |
|---|---|---|---|---|---|---|
| Revenue | 35% | $8,412M | $8,855M | $9,298M | $9,032M (adjusted) | 105.0% |
| Non‑GAAP diluted EPS | 35% | $13.62 | $15.30 | $16.19 | $16.33 (adjusted) | 150.0% |
| Pipeline Development | 25% | Achieve | Achieve | Achieve | Max achieved | 150.0% |
| Corporate Responsibility | 5% | Achieve | Achieve | Achieve | At goal | 100.0% |
| Company Multiplier | — | — | — | — | — | 132.0% |
CEO’s 2024 bonus calculation: Salary $1,600,000 × 150% target × 132% company × 136% individual = $4,308,480 . Board cited profitability growth, cost reallocation, portfolio diversification (including HI‑Bio/felzartamab), and external investments among CEO performance drivers .
Long‑Term Incentive (LTI) Design
| Award type | 2024 proportion | Metric(s) and weights | Payout range | Vesting |
|---|---|---|---|---|
| PSUs | 60% | rTSR 50% vs peer+NBI; EPS CAGR 50% | 0%–200% of target; absolute TSR cap at target if negative | Cliff at 3 years (2024–2026) |
| RSUs | 40% | Time-based | n/a | Ratable over 3 years (1/3 per year) |
CEO 2024 LTI grant date value: $16,250,000 . Notably, 2022 rTSR PSUs paid 0% (below 25th percentile), reducing realizable pay and signaling pay-for-performance .
Initial New‑Hire Equity (2022, per employment agreement)
- Stock options: $11.2M grant-date value; 3‑year annual vesting; 10‑year term; exercise price set at grant (actual: $301.85 on 12/1/2022) .
- PSUs: $16.8M target split 50% Absolute stock price CAGR (0–200% at 4%–16% hurdles) and 50% rTSR (0–200% at 25th–75th percentiles); 3‑year cliff .
- Matching RSUs: $2.0M granted after personal $2.0M stock purchase; vest at 3 years .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $153,846 | $1,600,000 | $1,600,000 |
| Stock Awards (grant‑date FV) | $18,800,045 | — | $18,010,911 |
| Option Awards (grant‑date FV) | $11,200,610 | — | — |
| Non‑Equity Incentive (Bonus) | $315,616 | $2,376,000 | $4,308,480 |
| All Other Comp | $18,476 | $93,874 | $243,701 |
| Total | $30,488,593 | $4,069,913 | $24,166,665 |
Equity Ownership & Alignment
- Beneficial ownership (as of 4/21/2025): 12,807 shares owned; 53,681 options; total 66,488 shares/derivatives; <1% of outstanding .
- Executive stock ownership guideline: CEO must hold shares equal in value to 6× base salary; 5‑year compliance window; executives either meet or are within the window .
- Anti‑hedging and anti‑pledging: Company policy prohibits hedging and pledging of company stock by executives and directors .
- Outstanding CEO equity at 12/31/2024 (selected items):
- 2022 grants: Absolute CAGR PSUs (assumed threshold 11,500), rTSR PSUs (assumed threshold 5,410), Matching RSUs 7,040; Options 53,681 exercisable/26,841 unexercisable @ $301.85 (exp. 12/1/2032) .
- 2024 grants: EPS CAGR PSUs 10,133 (target), rTSR PSUs 20,265 (target), RSUs 27,025 .
| Item | Quantity/Terms | Value reference |
|---|---|---|
| 2022 Options (exercisable/unexercisable) | 53,681 / 26,841 @ $301.85; exp. 12/1/2032 | — |
| 2022 Matching RSUs (unvested) | 7,040 | $1,076,557 (@ $152.92) |
| 2022 Absolute CAGR PSUs (assumed threshold) | 11,500 | $1,758,580 (@ $152.92) |
| 2022 rTSR PSUs (assumed threshold) | 5,410 | $827,297 (@ $152.92) |
| 2024 EPS CAGR PSUs (target) | 10,133 | $1,549,538 (@ $152.92) |
| 2024 rTSR PSUs (target) | 20,265 | $3,098,924 (@ $152.92) |
| 2024 RSUs (unvested) | 27,025 | $4,132,663 (@ $152.92) |
Other alignment mechanisms: Clawback policy exceeding Dodd‑Frank; executive SSP (non‑qualified) with 2024 CEO contributions of $1,823,200 (company match $217,860; aggregate balance $2,523,281) .
Employment Terms
- Term and renewal: Employment agreement effective Nov 14, 2022; initial term through Dec 31, 2025; auto-renews annually unless notice ≥6 months prior .
- Cash and equity: Base salary $1.6M; target annual bonus 150% of salary; initial options $11.2M (3‑yr vest); initial PSUs $16.8M split 50% Absolute stock CAGR and 50% rTSR (0–200%); $2.0M matching RSUs after personal $2.0M stock purchase .
- Severance (non‑CIC): If terminated without cause or resigns for good reason: 1.5× (salary+target bonus), pro‑rata bonus, 18 months medical, 12 months outplacement, pro‑rata vesting of initial equity (PSUs subject to goal achievement) .
- Severance (CIC double‑trigger): If within 2 years of CIC/corporate transaction: 2.0× (salary+target bonus), pro‑rata bonus, up to 24 months medical, 12 months outplacement, 100% acceleration of initial equity (PSUs earned based on truncated measurement) .
- Excise tax: 280G “modified cap” (best‑net cutback), no tax gross‑ups .
- Restrictive covenants: Non‑compete 1 year (with potential garden leave pay if required by law), non‑solicit 2 years; confidentiality; Massachusetts governing law; indemnification and D&O coverage .
- Estimated potential payouts if terminated on 12/31/2024:
- Qualifying termination (non‑CIC): $6,805,320 total (includes $6,000,000 severance; benefits/outplacement; partial equity vesting per plan) .
- Qualifying termination post‑CIC (double‑trigger): $16,373,586 total (includes $8,000,000 severance; accelerated equity; benefits/outplacement) .
Board Governance
- Board role: Director since 2022; not independent (as CEO) .
- Leadership structure: Independent Chair (Caroline D. Dorsa); independent director executive sessions held at least four times in 2024; all directors attended all Board/committee meetings .
- Committees: All standing committees (Audit; Compensation & Management Development; Corporate Governance) comprise only independent directors; CEO is not a committee member .
- Director compensation: CEO receives no additional pay for service as director .
- Stockholder rights: Annual director elections with majority voting standard and resignation policy; proxy access (3%/3 years, up to 25% of Board) .
Compensation Committee Analysis
- CMDC independent consultant: Pearl Meyer in 2024; Pay Governance effective 2025; no conflicts found .
- Peer group used for 2024 decisions: Amgen, Alnylam, BioMarin, Gilead, Incyte, Moderna, Neurocrine, Regeneron, United Therapeutics, Vertex; AbbVie, BMS, Eli Lilly, Jazz, Merck (Seagen acquired in 2023) .
- Program design enhancements after investor feedback: Increased performance‑based equity to 60%; added EPS CAGR metric; expanded rTSR comparator set; simplified annual bonus measures .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: Over 95% approval; investors endorsed transparency and enhanced performance linkage; ongoing engagement with top holders .
Performance & Track Record (2024 highlights)
- Growth drivers: Continued launches—LEQEMBI (China approval, broader markets), SKYCLARYS (EU/Switzerland), ZURZUVAE (U.S. growth), QALSODY (EU/China/Japan) .
- Business development: Acquired HI‑Bio, adding Phase 3‑ready felzartamab across multiple rare immunology indications .
- Financial execution: Revenue growth offsetting MS declines; GAAP diluted EPS +40% YoY; Non‑GAAP diluted EPS +12% YoY; ~$2.9B cash from ops; ~$2.7B free cash flow .
- Cost structure: Fit for Growth targeting ~$1B gross savings by end 2025 .
Related Party Transactions
- None requiring disclosure under SEC rules in the latest proxy .
Equity Ownership & Director Service (additional details)
| Holder | Shares Owned | Options/Units within 60 days | Total Beneficial | % Out |
|---|---|---|---|---|
| Christopher A. Viehbacher | 12,807 | 53,681 | 66,488 | <1% |
Employment Terms (Severance Scenarios) – CEO
| Scenario (12/31/2024) | Severance | PBRSUs | TBRSUs | Medical | Outplacement | Total |
|---|---|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | $6,000,000 | — | $748,238 | $25,082 | $32,000 | $6,805,320 |
| Qualifying Termination (post‑CIC) | $8,000,000 | $3,098,924 | $5,209,220 | $33,442 | $32,000 | $16,373,586 |
Board Service History and Dual‑Role Implications
- Service: Director since 2022; current Board slate includes CEO plus 10 independent directors; independence rate 91% .
- Committees: CEO serves on no committees; all committees are independent .
- Dual‑role implications: CEO is not Chair; independent Chair presides over executive sessions, sets agendas with CEO, and leads CEO evaluation—mitigating risks of combined roles .
- Attendance: All nominees (including CEO) attended all Board/committee meetings in 2024 .
Investment Implications
- Alignment: High at‑risk pay (≈92% variable for CEO in 2024), PSU metrics tied to rTSR and EPS CAGR with 3‑year cliff, robust clawbacks, and anti‑hedging/pledging increase alignment and reduce misaligned risk‑taking .
- Retention and overhang: Initial 2022 options strike at $301.85 with significant unvested PSU/RSU tranches and 2024 LTI grant value ($16.25M) create retention hooks; 2022 rTSR PSUs paid 0%, indicating downside sensitivity and no windfalls for underperformance .
- Change‑of‑control: Double‑trigger acceleration and 2× cash multiple balanced by 280G cutback (no gross‑ups), limiting parachute risk .
- Liquidity/insider selling pressure: Anti‑pledging policy prohibits collateralization; time‑based RSU schedules and cliff PSUs concentrate vesting around anniversaries but hedging/pledging bans and policy controls mitigate forced selling risk .
- Governance quality: Independent Chair, fully independent committees, majority voting and proxy access support investor oversight; 95% Say‑on‑Pay suggests market approval of the current framework .