Priya Singhal
BIOGENAbout Priya Singhal
Priya A. Singhal, M.D., M.P.H., is Executive Vice President and Head of Development at Biogen. She has served as EVP/Head of Development since January 2023 after rejoining Biogen in 2020; previously at Biogen (2012–2018) she held roles including Global Head of Safety and interim co-lead of Global Development. She holds an M.D. from the University of Mumbai and an M.P.H. in International Health from the Harvard School of Public Health. As of February 13, 2024, she was 56 and an executive officer of Biogen . Company performance context in 2024: GAAP diluted EPS grew 40% YoY, Non-GAAP diluted EPS grew 12% YoY, and the company reported $9.7B in revenue, with product approvals and progress that supported above-target bonus outcomes for NEOs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Biogen | EVP, Head of Development; previously Interim Head of R&D; Head of Global Safety and Regulatory Sciences (incl. China/Japan R&D) | 2020–present; EVP since Jan-2023 | Led development portfolio, regulatory approvals/filings and portfolio prioritization; previously oversaw safety/benefit-risk and interim R&D leadership . |
| Biogen | VP Clinical Trials Benefit-Risk; Global Head of Safety & Benefit-Risk; Interim Co-lead/SVP Global Development | 2012–2018 | Built safety/benefit-risk capabilities and co-led development programs . |
| Zafgen | Head of Research & Development and Manufacturing | 2019–2020 | R&D and manufacturing leadership at a clinical-stage company . |
| Vertex | Vice President, Medical Affairs | 2008–2012 | Advanced late-stage/marketed portfolio in medical affairs . |
| Millennium Pharmaceuticals | Drug development/safety roles (benefit-risk for Velcade and other compounds) | Began 2005 | Benefit-risk leadership for key oncology assets . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $750,000 | $825,000 (up 10%) |
| Target Bonus (% of salary) | 75% (set upon EVP appointment) | 75% |
| Actual Bonus Paid ($) | — | $1,020,938 (Company Multiplier 132%, Individual Multiplier 125%) |
Notes: 2023 actual bonus for Dr. Singhal is not disclosed in the 2024 proxy; 2024 bonus reflects company and individual multiplier application .
Performance Compensation
Annual Bonus Plan – 2024 Company Metrics and Outcomes
| Metric | Weight | Threshold | Target | Max | Result | Payout toward Company Multiplier |
|---|---|---|---|---|---|---|
| Revenue | 35% | $8,412M | $8,855M | $9,298M | $9,032M (plan basis) | 105.0% |
| Non-GAAP diluted EPS | 35% | $13.62 | $15.30 | $16.19 | $16.33 (plan basis) | 150.0% |
| Pipeline Development | 25% | Ach. | Ach. | Ach. | Max achieved | 150.0% |
| Corporate Responsibility | 5% | Ach. | Ach. | Ach. | At Goal | 100.0% |
| Overall Company Multiplier | — | — | — | — | 131.8% (rounded to 132%) | 132.0% |
Plan adjustments and context are detailed in notes (e.g., FX neutralization; exclusion of biosimilars revenue; HI-Bio impact) .
Long-Term Incentives – 2024 Design
| Award | Weight | Performance Metrics | Threshold | Target | Max | Vesting |
|---|---|---|---|---|---|---|
| PSUs | 60% | 50% Relative TSR vs. peer+NBI ($5B+); 50% EPS CAGR (2024–2026) | rTSR: 25th pct = 25%; EPS: 50% | 100% | 200% | 3-year cliff; negative absolute TSR caps payout at target |
| RSUs | 40% | Time-based | — | — | — | 1/3 annually over 3 years |
2024 Grants to Dr. Singhal
| Grant Date | Instrument | Estimated Future Payouts (shares) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 02/07/2024 | PSUs – rTSR | Threshold 1,248; Target 4,990; Max 9,980 | $1,633,976 |
| 02/07/2024 | PSUs – EPS CAGR | Threshold 2,495; Target 4,990; Max 9,980 | $1,200,295 |
| 02/07/2024 | RSUs (time) | 6,650 units | $1,599,591 |
Historical alignment: 2022 PSUs paid 0% (below threshold) in 2025, reducing realizable pay and evidencing pay-for-performance .
Equity Ownership & Alignment
- Beneficial ownership: 9,234 shares (less than 1% of outstanding) as of April 21, 2025 .
- Unvested awards at 12/31/2024:
- Time-based RSUs: 13,188 units total; market value $2,016,709 .
- Unearned PSUs (at target): 10,228 units; component values disclosed per grant-date market price; potential value realization contingent on performance .
- Stock ownership guidelines: EVPs must hold stock equal to 3x base salary; executives have 5 years from appointment to comply; company states all executive officers meet the guideline or are within the five-year window .
- Hedging/pledging: Robust anti-hedging and anti-pledging policies prohibit hedging, short sales, margin purchases, and pledging of company stock .
- Clawback: Compensation recoupment policies exceed Dodd-Frank requirements and apply to cash/stock awards .
Ownership and Vesting Detail (as of 12/31/2024)
| Category | Amount |
|---|---|
| Shares beneficially owned | 9,234 |
| Unvested RSUs | 13,188 units; $2,016,709 MV |
| Unearned PSUs (target) | 10,228 units (comprising 2/8/2023: 2,743; 2/7/2024: 2,495 and 4,990) |
| Options (exercisable/unexercisable) | None disclosed for Dr. Singhal |
Employment Terms
- Executive Severance Policy (EVPs):
- Without cause (non-CIC): Lump sum equal to minimum 12 months of base salary + target bonus, plus 2 months per full year of service up to 21 months; medical benefits through severance period; up to 12 months outplacement .
- Double trigger (within 2 years of corporate transaction/CIC): Lump sum equal to 2x base salary + target bonus; medical benefits up to 24 months; up to 12 months outplacement; equity awards fully vest .
- Estimated potential payments for Dr. Singhal (assuming 12/31/2024 event, stock at $152.92):
- Non-CIC qualifying termination: Severance $2,406,250; RSUs $0; Medical $1,711; Outplacement $32,000; Total $2,439,961 .
- CIC qualifying termination (double-trigger): Severance $2,887,500; PSUs $763,071; RSUs $2,016,709; Medical $2,053; Outplacement $32,000; Total $5,701,333 .
- Annual bonus plan treatment: prorated target bonus paid upon death/disability; full payout for participants employed on payout date .
- Deferred compensation: 2024 executive deferral $287,925; company SSP contribution $86,339; aggregate year-end SSP balance $814,730 .
- Perquisites: Company 401(k) match $20,700; SSP contribution $86,339; executive health/financial planning reimbursement $5,568; company-paid life insurance value $1,800 (executives receive 3x salary coverage up to plan maxima; taxable above $50k) .
- Non-compete: Promotion letter (Jan 3, 2023) required execution of an Employee Proprietary Information and Inventions and Non-Compete Agreement (terms not disclosed in the filing) .
Performance & Track Record
- 2024 individual achievements cited by CMDC included multi-market regulatory approvals (LEQEMBI, SKYCLARYS, QALSODY), positive Phase 3 data (dapirolizumab in SLE), >10 major market filings, operating model integration post HI-Bio acquisition, portfolio prioritization and development function optimization .
- Company-level 2024 achievements underpinning pay outcomes: four product launches generating $547M revenue, HI-Bio acquisition adding felzartamab (Phase 3 ready in rare immunology), strong cash generation ($2.9B CFO, ~$2.7B FCF), GAAP EPS +40% YoY, Non-GAAP EPS +12% YoY .
Compensation Structure Analysis
- Mix shifts and design:
- PSUs increased to 60% of LTI in 2024 (from 50% in 2023); added EPS CAGR metric (50% weight) alongside rTSR (50%); expanded rTSR peer group to peer+NBI ($5B+) with negative absolute TSR cap .
- Annual bonus plan simplified and more heavily weighted to financial and pipeline goals; company multiplier 132% in 2024 reflecting over-achievement on EPS and pipeline .
- Pay-for-performance integrity:
- 2022 PSU cycle paid 0% in 2025, reducing realizable pay for NEOs and aligning with shareholder returns .
- Say-on-pay trajectory:
- 2024 Say-on-Pay approval >95% following program enhancements informed by investor feedback (versus 69.5% in 2023), signaling improved alignment with shareholder preferences .
Equity Ownership & Selling Pressure Considerations
- Near-term vesting cadence could create routine liquidity events:
- RSUs vest in equal annual installments over 3 years; for 2024 grant (6,650 RSUs) and 2023 grant (3,657 RSUs), vesting anniversaries in early February of 2025–2027 and 2026–2028, respectively (1/3 per year) .
- Trading policy context:
- Anti-hedging/pledging bans reduce risk of misaligned incentives; directors are required to use 10b5‑1 plans for sales; insider policy prohibits derivatives and short sales .
Compensation Peer Group and Guidelines
- Peer set spans large-cap biotech and pharma used for benchmarking and rTSR comparisons; 2024 peer group included Amgen, Gilead, Regeneron, Vertex, AbbVie, BMS, Eli Lilly, Merck, among others; rTSR add-on comparator includes NASDAQ Biotechnology Index ($5B+ market cap) .
- Ownership guidelines: EVPs at 3x salary; all executive officers meet or are within the five-year compliance window .
Investment Implications
- Alignment and incentives: High at-risk mix (PSUs 60% of LTI; EPS CAGR+rTSR) and zero payout of 2022 PSUs reinforce performance linkage; strong 2024 bonus outcomes tied to EPS/pipeline delivery support confidence in execution .
- Retention risk: Severance economics are meaningful (20 months non‑CIC; 2x salary+bonus in CIC), and substantial unvested equity (13,188 RSUs; 10,228 target PSUs) creates retention hooks through 2026–2028 .
- Trading/supply overhang: Time‑based RSU vestings cluster around early February each year; while policy curbs hedging/pledging, standard liquidity needs around vest dates can create episodic selling—monitor 10b5‑1 filings and vest dates .
- Governance signals: No excise tax gross‑ups, robust clawback and anti‑hedging/pledging policies, and improved Say‑on‑Pay (>95%) reduce governance red flags for compensation risk .