Susan Alexander
BIOGENAbout Susan H. Alexander
Biogen’s Executive Vice President and Chief Legal Officer; age 68; joined Biogen in 2006 and has served as Chief Legal Officer since April 2018. Education: B.A. Wellesley College; J.D. Boston University School of Law . In 2024, Biogen achieved 105% of revenue target and 150% of EPS target for the annual bonus plan, with Non-GAAP diluted EPS up 12% YoY, underscoring pay-for-performance alignment; Alexander’s 2024 individual multiplier was 150% reflecting strong personal performance contributions . She is retirement-eligible under Biogen’s equity plans as of December 31, 2024 (important for vesting and potential selling dynamics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biogen | EVP, Chief Legal Officer | 2018–Present | Led legal strategy for launches (LEQEMBI, SKYCLARYS, ZURZUVAE); enforced regulatory/patent rights contributing to 2024 results; supported HI-Bio acquisition and pipeline . |
| Biogen | EVP, Chief Legal & Corporate Services | 2017–2018 | Senior leadership across legal/corporate services . |
| Biogen | EVP, Chief Legal Officer & Secretary | 2011–2017 | Corporate governance and legal oversight . |
| Biogen | EVP, General Counsel & Corporate Secretary | 2006–2011 | Built legal function post-joining Biogen . |
| PAREXEL International | SVP, General Counsel & Corporate Secretary | 2003–2006 | Public company GC; biopharma services . |
| IONA Technologies | General Counsel | 2001–2003 | Software sector GC . |
| Cabot Corporation | Counsel | 1995–2001 | Specialty chemicals; corporate legal . |
| Hinckley, Allen & Snyder; Fine & Ambrogne | Partner | n/d | Law firm partner roles prior to in-house career . |
Fixed Compensation
| Year | Base Salary (paid) | Year-end Base Salary Rate | Target Bonus % |
|---|---|---|---|
| 2022 | $879,407 | n/d | n/d |
| 2023 | $924,417 | $929,524 | 80% |
| 2024 | $954,192 | $957,410 | 80% |
Performance Compensation
2024 Annual Bonus Plan — Mechanics and Outcome (Alexander)
| Component | Weighting | Target | Actual/Result | Multiplier/Payout Basis | Notes/Vesting |
|---|---|---|---|---|---|
| Financial: Revenue | n/d | Company AOP | 105% of target | Contributes to 132% company multiplier | Cash bonus paid 2025 for 2024 performance. |
| Financial: Non-GAAP EPS | n/d | Company AOP | 150% of target; +12% YoY Non-GAAP EPS | Contributes to 132% company multiplier | |
| Pipeline | n/d | Asset milestones | 150% of target | Included in company multiplier | |
| Corporate Responsibility | n/d | CR goals | 100% of target | Included in company multiplier | |
| Individual Performance | n/a | Pre-set goals | 150% individual multiplier | 150% applied |
Bonus calculation: Base ($957,410) × Target (80%) × Company (132%) × Individual (150%) = $1,516,537 paid for 2024 .
Long-Term Incentive (LTI) Design
| Term | Performance Stock Units (PSUs) | Restricted Stock Units (RSUs) |
|---|---|---|
| Proportion of 2024 Target | 60% | 40% |
| Metrics & Weighting | rTSR 50%; Adjusted EPS CAGR 50% (3-year) | Time-based; no metric |
| Payout Range | 0%–200% of target | n/a |
| Vesting | 3-year cliff (grants 1/1/24–12/31/26 period; vest on 3rd anniversary) | Ratable over 3 years (1/3 per year) |
2023 LTI program (for context): PSUs and RSUs split 50/50; PSUs based 100% on rTSR; 3-year cliff for PSUs; RSUs 1/3 per year . Notably, 2022 PSUs paid 0% at outcome, reducing realized pay (pay-for-performance) .
2024 Grants/Positions (Alexander)
| Grant Date | Instrument | Shares at Target | Valuation Basis | Vesting |
|---|---|---|---|---|
| 2/7/2024 | rTSR PSUs | 2,183 | Market/Monte Carlo at grant per policy | 3-year cliff (3rd anniversary) |
| 2/7/2024 | EPS CAGR PSUs | 4,365 | Closing price at grant for EPS PSUs | 3-year cliff |
| 2/7/2024 | RSUs | 5,820 | Closing price at grant for RSUs | 1/3 per year over 3 years |
2024 stock awards grant-date fair value for Alexander: $3,879,219 (ASC 718) . Company-reported 2024 LTI “Target/Max” values for Alexander: $2,479,276 / $4,958,552 .
Realization and Vesting Activity
| Year | Shares Acquired on Vesting | Value Realized |
|---|---|---|
| 2023 | 13,994 | $3,995,609 |
| 2024 | 12,476 | $2,894,117 |
| 2024 Net Shares (after tax withholding) | 5,772 | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/21/2025) | 56,347 shares; less than 1% of outstanding . |
| Shares subject to options/stock units within 60 days | 0 (none listed for Alexander) . |
| Outstanding Unvested RSUs (12/31/2024) | 2/10/2022: 2,575 ($393,769); 2/8/2023: 4,380 ($669,790); 2/7/2024: 5,820 ($889,994) — market value at $152.92 . |
| Outstanding Unvested PSUs (target) (12/31/2024) | 2/8/2023 rTSR PSUs: 3,285 ($502,342); 2/7/2024 EPS CAGR PSUs: 4,365 ($667,496); 2/7/2024 rTSR PSUs: 2,183 ($333,824) — at threshold/target assumptions per table notes . |
| Options | None outstanding for Alexander . |
| Stock Ownership Guidelines | EVPs: 3x base salary; 5-year compliance window; hold-til-met requirement; all execs meet or are within window . |
| Hedging/Pledging | Prohibited (no margin purchases, borrowing against accounts, pledging, or hedging transactions) . |
Notes: Market values are based on $152.92 closing price on 12/31/2024 per table methodology . “Shares subject to RSUs within 60 days” are counted separately in that table; Alexander shows none .
Employment Terms
| Topic | Terms/Details |
|---|---|
| Retirement Eligibility (as of 12/31/2024) | Eligible; upon retirement (≥55 and ≥10 years service): unvested time-based and earned performance-based awards granted >1 year before retirement vest at 50% plus 10% per full year of service beyond 10; awards granted within 1 year: only 1/3 subject to acceleration; unearned performance awards remain eligible based on actual performance . |
| Severance – Qualifying Termination (no CIC) | Estimated $3,015,841 (severance) + benefits and equity values as per table assumptions . |
| Severance – Qualifying Termination following Corporate Transaction or Change in Control | Estimated $3,446,675 (severance) + equity acceleration/value as per table assumptions . |
| Equity Treatment – Death/Disability | Full vest of time-based and earned performance-based awards; unearned performance-based remain eligible based on actual performance . |
| Potential Post-Termination Value Summary (12/31/2024 prices) | Retirement total $1,582,722; Qualifying Termination (no CIC) total $4,659,774; Qualifying Termination following CIC total $6,133,107 . |
| Clawback | Dodd-Frank–compliant recoupment policy adopted in 2023; recovery for restatements and broader detrimental/competitive activity via cash and equity plans . |
| Insider Trading Policy | Comprehensive policy filed as 10-K exhibit; prohibits hedging/pledging; 10-K references exhibit and policy availability . |
| Employment Agreements on File | Letter regarding employment arrangement (Dec 13, 2005) and amendment (Feb 28, 2020) listed as exhibits in 2024 10-K . |
Potential Post-Termination Payments — Susan H. Alexander (as of 12/31/2024; $152.92 per share)
| Element | Retirement | Qualifying Termination (no CIC) | Qualifying Termination (following CIC) |
|---|---|---|---|
| Severance | — | $3,015,841 | $3,446,675 |
| Performance-based RSUs | $222,499 | $222,499 | $667,496 |
| Time-based RSUs | $1,360,223 | $1,360,223 | $1,953,553 |
| Medical/Dental/Vision | — | $29,211 | $33,383 |
| Outplacement | — | $32,000 | $32,000 |
| Total | $1,582,722 | $4,659,774 | $6,133,107 |
Additional Performance & Track Record Highlights (2024)
- Successfully enforced regulatory and patent rights for several assets, contributing significantly to financial results; supported HI-Bio acquisition (felzartamab) and key launches (LEQEMBI, SKYCLARYS, ZURZUVAE); led risk management and litigation; refreshed Code of Conduct and compliance committees .
- Company performance used in pay decisions: Revenue 105% of target; EPS 150% of target; pipeline goals 150%; corporate responsibility 100% .
Compensation Structure Observations
- Mix: >80% of NEO pay is variable; LTI emphasis; 2022 PSUs paid 0% highlighting downside when performance lags shareholders’ returns .
- 2024 LTI tightened linkage to EPS growth and rTSR (50/50 within PSUs) with 0%–200% range and 3-year cliff, maintaining long-term alignment .
- 2024 bonus plan simplified metrics, with explicit company and individual multipliers; Alexander received 150% individual due to impact areas listed above .
Equity Ownership & Potential Selling Pressure Considerations
- Near-term vesting cadence: RSUs from 2/7/2024 grant vest 1/3 annually over 2025–2027; PSUs cliff-vest on 3rd anniversary subject to performance for the 2024–2026 period .
- Retirement eligibility can accelerate vesting per plan formula, potentially increasing deliverable shares at retirement (PSUs continue based on actual performance); this can create event-driven supply if retirement occurs, though timing is uncertain .
- Hedging and pledging are prohibited, reducing misalignment risk and forced-selling risk from collateral calls .
Equity Ownership Detail (12/31/2024 snapshot and 4/21/2025 ownership date)
| Category | Shares/Units | Market Value (where applicable) |
|---|---|---|
| Shares owned (beneficial, 4/21/2025) | 56,347 | n/a |
| RSUs unvested (2/10/2022) | 2,575 ($393,769) | $393,769 |
| RSUs unvested (2/8/2023) | 4,380 ($669,790) | $669,790 |
| RSUs unvested (2/7/2024) | 5,820 ($889,994) | $889,994 |
| rTSR PSUs target (2/8/2023) | 3,285 ($502,342) | $502,342 |
| EPS CAGR PSUs target (2/7/2024) | 4,365 ($667,496) | $667,496 |
| rTSR PSUs target (2/7/2024) | 2,183 ($333,824) | $333,824 |
| Options | 0 (none outstanding) | n/a |
Note: Market values calculated by Biogen at $152.92 close on 12/31/2024 .
Governance and Policies Relevant to Incentives and Risk
- Stock ownership guidelines (EVPs: 3x salary) with a 5-year window and mandatory hold-until-met requirement enhance alignment; all execs meet or are within the window .
- Robust clawback/recoupment covers restatements and detrimental/competitive activity; applies to cash and equity awards .
- Insider Trading Policy prohibits hedging, pledging, margin, and derivative transactions; policy filed as exhibit .
Investment Implications
- Pay-for-performance linkage appears strong: 2024 annual bonus and LTI designs are tied to measurable outcomes (Revenue, EPS, rTSR, EPS CAGR), with demonstrated downside (0% PSU payout for 2022 vintage) and significant at-risk mix (>80% variable for NEOs) .
- Retirement eligibility introduces a potential vesting-acceleration overhang in the event of retirement, which could affect supply dynamics; however, hedging/pledging bans and ownership guidelines mitigate misalignment risks .
- Ownership of 56k shares and ongoing vesting streams create skin-in-the-game; 2024 bonus (company 132%, individual 150%) reflects strong execution in legal/regulatory outcomes and BD support that contributed to financial performance .
- CIC and termination protections are present but not excessive in magnitude, with estimated severance values disclosed; clawback and anti-hedging/pledging policies support governance quality .