C. Greg Guyer
BIOMARIN PHARMACEUTICALAbout C. Greg Guyer
C. Greg Guyer, Ph.D. (age 63), is Executive Vice President and Chief Technical Officer at BioMarin, responsible for manufacturing, process development, quality, supply chain, engineering, and analytical chemistry; he joined BioMarin in May 2020 and previously held senior operations roles at Bristol Myers Squibb and Merck . He holds a Ph.D. in Analytical Chemistry (American University), an MBA (Lehigh), and a B.S. in Chemistry (University of Georgia) . BioMarin’s recent performance metrics tied to executive pay include 2024 revenue of $2.85B (+18% YoY) and three-year performance outcomes of 71st percentile relative TSR (capped at 100% due to negative absolute TSR) and core operating margin above targets across 2022–2024, which inform long-term PSU vesting and demonstrate pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bristol Myers Squibb | Led operations and biologic development (roles of increasing responsibility) | 2015–2019 | Led global operations and biologics development, advancing operational scale-up and development execution |
| Merck & Co., Inc. | Global leadership roles in biologic/pharma operations, quality, regulatory, emerging markets strategy, enterprise systems | 1994–2015 | Drove global operational excellence and systems capabilities across manufacturing, quality, and regulatory domains |
External Roles
| Organization | Role | Years |
|---|---|---|
| University of Georgia Research Foundation | Board member | Not disclosed |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 624,231 | 662,308 |
| Target Bonus (% of base) | — | — | 60% |
| Actual Bonus Paid ($) | 558,000 | 500,850 | 422,100 |
Notes: Dashes indicate not disclosed in the cited documents.
Performance Compensation
Annual Cash Incentive – Corporate Metrics and Outcomes
| Year | Metric | Target | Result | Payout |
|---|---|---|---|---|
| 2024 | Total Revenue | $2,810M | $2,841M | 130% |
| 2024 | Non-GAAP Diluted EPS | $3.15 | $3.29 | — (see methodology note) |
| 2024 | Development Goals | 100% | >100% | — |
Methodology notes per company: EPS adjusted for FX and strategic decisions; development goals based on pre-set program milestones .
2023 Equity Awards to C. Greg Guyer (Grant detail and vesting)
| Grant Date | Instrument | Quantity | Exercise/Grant Price | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| 3/15/2023 | Stock Options | 20,320 | $87.74 | 769,518 | 12/48ths at 1-year, then monthly; 10-year term |
| 3/15/2023 | Service-based RSUs | 8,900 | — | 780,886 | 4-year, 25% annually (company standard) |
| 3/15/2023 | PSUs – Relative TSR (target) | 8,900 | — | 1,161,361 | 3-year performance; relative TSR with multiplier; capped if negative TSR |
| 3/15/2023 | PSUs – Core Operating Margin (target) | 4,450 | — | 390,443 | 3 separate annual COM goals across period |
| 3/15/2023 | PSUs – Strategic Goals (target) | 4,450 | — | 390,443 | Program milestones and IND/CTA filings |
| 12/1/2023 | Service-based RSUs (Retention Grant) | 11,840 | — | 1,094,253 | Vests in full 15 months after grant; excluded from retirement benefit policy |
PSU performance framework reference results (Company, 2022–2024 cycle): Relative TSR 71st percentile (capped 100%); Core Operating Margin above target; Strategic Goals >100% (175% payout component) .
Equity Ownership & Alignment
| As of date | Shares Beneficially Owned | Shares Subject to Options/RSUs (within 60 days) | Total | % of Outstanding |
|---|---|---|---|---|
| Mar 15, 2024 | 32,376 | 111,996 | 144,372 | <1% |
- Stock ownership guidelines: NEOs (EVP level or higher) must hold shares/eligible unvested RSUs equal to 2x base salary; company states all directors and NEOs (except those joining since Dec 2023) were in compliance as of Dec 31, 2024 .
- Anti-hedging/pledging: Company prohibits short sales, options, hedging, margin, and pledging for directors and employees (mitigates misalignment risk) .
- Option moneyness context: Company used $65.73 (12/31/2024 close) for termination valuations; many legacy option strikes (e.g., $78–$90+) indicate out-of-the-money options at year-end 2024, reducing near-term monetization pressure .
Employment Terms
| Scenario (as of 12/31/2023) | Cash Severance | Pro-Rata Target Bonus | Equity | COBRA | Outplacement | Total (Illustrative) |
|---|---|---|---|---|---|---|
| Involuntary Termination (without cause) | $1,608,000 | $402,000 | $3,939,485 (acceleration) | $61,944 | $50,000 | $6,061,429 |
| Change in Control – Continued Employment | — | — | $10,631,903 (full vest at target) | — | — | $10,631,903 |
| Change in Control – Terminated | $2,144,000 | $402,000 | $10,631,903 | $82,592 | $50,000 | $13,310,495 |
Standard program terms for NEOs (current framework):
- Involuntary termination without cause: 150% of salary+target bonus, pro-rata target bonus, +12 months vesting on service RSUs and target PSUs, 18 months COBRA, outplacement/legal .
- Change in control + qualifying termination: 200% of salary+target bonus, pro-rata target bonus, 100% vesting of unvested service RSUs and target PSUs, 24 months COBRA, outplacement/legal; best-net “cut or pay” approach on 280G excise tax (no gross-up) .
- Death benefit equity acceleration policy applies company-wide; continued vesting terms defined by policy .
- Clawbacks: SEC/Nasdaq-compliant clawback policy (Oct 4, 2023) covering incentive-based pay upon required restatements .
- Nonqualified Deferred Compensation: executives may defer up to 50% salary/bonus and up to 100% RSUs (plan availability) .
Compensation Structure vs Performance Metrics
- Pay mix for non-CEO NEOs emphasizes long-term incentives (2023: 50% PSUs, 25% RSUs, 25% options before conversion to share counts), directly linking realizable value to TSR, operating margin, and strategic milestones .
- Annual cash incentive metrics balance near-term financials with pipeline execution (e.g., 2024 Total Revenue and Non-GAAP EPS plus development goals; 2023 Managed Sales Revenue, Non-GAAP Income, program milestones), aligning annual pay with both commercial execution and R&D progress .
- Long-term PSU outcomes for the 2022–2024 cycle reflect above-target Core Operating Margin and positive relative TSR vs. peers, but negative absolute TSR cap limits payout—consistent with alignment goals .
Vesting Schedules and Potential Selling Pressure
- Service-based RSUs generally vest over four years (25% annually), with a special 11,840-RSU retention grant to Guyer vesting in full 15 months after 12/1/2023 grant; such events can create sell-to-cover tax transactions (timing observable via Form 4 filings) .
- Options typically vest 12/48ths at first anniversary, then monthly, with 10-year terms; at 12/31/2024 many historical strikes exceeded the $65.73 share price used for termination valuations, limiting near-term option-driven selling .
Equity Ownership & Alignment and Pledging
- Ownership of 144,372 shares/derivatives as of Mar 15, 2024 (<1% of outstanding) demonstrates material skin-in-the-game alongside RSU/option exposure to long-term value .
- Strict prohibitions on hedging/pledging and 2x salary ownership guidelines for EVPs reinforce alignment and limit adverse incentives; company states broad compliance as of Dec 31, 2024 (except recent joiners) .
Employment Contracts, Severance, and Change-of-Control Economics
- Guyer’s 2023 illustrative severance economics (above) show 1.5x/2.0x cash multiples and significant equity acceleration under termination/CIC, which supports retention while preserving shareholder protections (no excise tax gross-ups; best-net cut/pay; double-trigger for CEO; CIC vesting rules for others) .
- Company-wide death/retirement equity provisions, clawbacks, and anti-hedging policies add governance safeguards .
Performance & Track Record
- Company outcomes linked to incentive plans: 2024 revenue $2.85B (+18% YoY), 2022–2024 relative TSR 71st percentile (capped at 100% due to negative TSR), Core Operating Margin above targets, and strategic milestones above target (175% component), supporting above-target long-term PSU realizations across the cycle .
- VOXZOGO revenue growth ($735M, +56% YoY) and portfolio focus were 2024 business highlights underlying performance-based incentives .
Compensation Committee and Governance Practices (context)
- Independent compensation committee with independent consultant; clawback policies; prohibition on repricing; prohibition on hedging/pledging; annual say-on-pay and active shareholder engagement .
Investment Implications
- Alignment: Strong linkage of Guyer’s equity-heavy pay to multi-year TSR, margin, and strategic milestones, plus ownership guidelines and anti-hedging/pledging, supports long-term alignment with shareholders .
- Retention risk vs. CIC economics: Cash multiples (1.5x/2.0x) and full vesting on CIC termination offer meaningful protection; the special 2023 retention RSU suggests targeted retention during leadership transition and pipeline execution—now vested in early 2025, reducing near-term retention leverage from that grant .
- Selling pressure: Many legacy option strikes above the 12/31/2024 reference price point reduce option-driven selling risk; RSU vest events (e.g., March 2025 retention grant) may cause sell-to-cover flow but are policy-constrained by anti-hedging/pledging .
- Execution signals: Above-target COM and strategic goal achievements (2022–2024) plus revenue growth tied to the commercial and technical footprint indicate an operating backdrop supportive of PSU realization—but absolute TSR cap shows governance discipline when shares underperform .