G. Eric Davis
BIOMARIN PHARMACEUTICALAbout G. Eric Davis
G. Eric Davis is Executive Vice President, Chief Legal Officer and Secretary at BioMarin. He joined BioMarin in March 2004; he has served as CLO since March 2022 after roles as EVP, General Counsel and Secretary (2016–2022), SVP, General Counsel and Secretary (2005–2016), and VP, General Counsel and Secretary (2004–2005). He holds a B.A. in Political Economy (UC Berkeley) and a J.D. (University of San Francisco). Age: 54 (as of March 15, 2025). Company performance context tied to incentive plans: 2024 revenue grew 18% to $2.85B; three‑year relative TSR at 71st percentile (capped at 100% due to negative absolute TSR); core operating margin improved to 14.6% in 2024 vs 2.5% in 2022, driving above‑target PSU payouts.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Executive Vice President, Chief Legal Officer & Secretary | 2022–present | Oversees legal, governance and securities, supporting strategy execution and capital markets readiness |
| BioMarin Pharmaceutical Inc. | EVP, General Counsel & Secretary | 2016–2022 | Led legal function during scaling of commercial portfolio and pipeline progression |
| BioMarin Pharmaceutical Inc. | SVP, General Counsel & Secretary | 2005–2016 | Built legal infrastructure through growth phase |
| BioMarin Pharmaceutical Inc. | VP, General Counsel & Secretary | 2004–2005 | Established foundational legal processes post‑2004 |
| Paul Hastings LLP (San Francisco) | Corporate/Securities lawyer; securities practice committee | 2000–2004 | Advised on M&A, capital markets, IP transactions for life sciences/biotech clients |
External Roles
No current external public company directorships or committee roles disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 660,385 | 702,308 | 722,115 (paid); 2024 rate $725,000 (+2.1% vs 2023) |
| All other compensation ($) | 38,667 | 24,959 | 22,996 |
Performance Compensation
Annual Cash Incentive (Short-Term)
- Target bonus opportunity: 60% of base salary for EVP-level, including Davis. Plan funded at 130% on corporate results; Davis payout applied at 130% (no individual upward adjustment).
| Metric (2024 Plan) | Weight | Target | Actual | Payout scale result | Notes |
|---|---|---|---|---|---|
| Total Revenue | 25% | $2,810M | $2,841M (FX‑adjusted) | 26% pool contribution | Plan funded formulaically; rigorous targets set above 2023 |
| Non‑GAAP Diluted EPS | 25% | $3.15 | $3.29 (adjusted) | 32% pool contribution | Adjusted for FX and strategic initiatives |
| Development Goals (near/mid‑term) | 50% | Program goals | 72% weighted outcome | 72% of pool | Detailed per‑program goal grid; Voxzogo over‑achieved |
| Corporate funding outcome | 100% | — | — | 130% | Approved for NEOs, then applied by individual |
| Davis 2024 bonus | — | 60% of salary | — | 130% of target | $565,500 paid (Mar 2025) |
Long-Term Incentives (2024 grants)
- Mix: 50% performance‑based RSUs (60% relative TSR; 40% strategic goals), 25% service‑based RSUs, 25% stock options. PRSUs cliff‑vest after 3 years based on performance; service RSUs vest 25% annually over 4 years; options vest 12/48 at year 1 then 1/48 monthly; 10‑year term; strike at grant close.
| Award type | Grant date | Shares/Units | Key terms |
|---|---|---|---|
| Stock options | 3/15/2024 | 22,990 | Exercise $83.87; 10‑year; vest 12/48 at 3/15/2025 then 1/48 monthly |
| Service‑based RSUs | 3/15/2024 | 10,260 | Vest 25% annually on each anniversary over 4 years |
| PRSU – Relative TSR (target) | 3/15/2024 | 4,555 | 3‑yr performance; payout 50–200%; 2024 thresholds raised to 30th/55th/80th percentiles; capped at 100% if absolute TSR negative |
| PRSU – Strategic goals (target) | 3/15/2024 | 4,105 | 3‑yr R&D proof‑of‑concept/IND/LCM goals; payout 50–200% |
Historical performance PSU payouts (earned in 1Q25 for 2022–2024 cycle): relative TSR at 71st percentile (paid at 100% due to negative absolute TSR); core operating margin multipliers 117.8%, 200.0%, 191.3% (169.7% blended); Strategic Goals at 175%.
Total Direct Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 660,385 | 702,308 | 722,115 |
| Bonus | — | — | — |
| Stock awards (RSUs/PRSUs grant‑date fair value) | 3,104,558 | 2,723,133 | 2,880,871 |
| Option awards (grant‑date fair value) | 852,883 | 769,518 | 867,183 |
| Non‑equity incentive (annual bonus) | 532,650 | 426,000 | 565,500 |
| All other compensation | 38,667 | 24,959 | 22,996 |
| Total | 5,189,142 | 4,645,918 | 5,058,665 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Shares owned directly/indirectly | 31,089 |
| Shares subject to options/RSUs vesting within 60 days | 264,672 |
| Total beneficial ownership | 295,761 (<1% of outstanding) |
| Ownership guideline | EVP/NEO: 2x base salary in shares/eligible unvested RSUs |
| Compliance status | As of Dec 31, 2024, all directors/NEOs other than those joining since Dec 2023 were in compliance (implies Davis compliant) |
| Hedging/pledging | Prohibited for directors/employees, including margin and pledges |
| Nonqualified Deferred Compensation account | $1,906,170 balance; 2024 aggregate earnings (loss) $(890,010) |
| Options moneyness indicator | Change‑in‑control table excludes all options as strikes > $65.73 (12/31/24 close), indicating options out‑of‑the‑money at year‑end |
Implication: near‑term selling pressure more likely from RSU vesting than option exercises; pledging/hedging bans and ownership guidelines support alignment.
Employment Terms
| Provision | Involuntary termination without cause | Change in control (CIC) – continued employment | CIC – terminated (or good reason) |
|---|---|---|---|
| Cash severance | 150% of current base salary + 150% of target annual cash incentive; plus pro‑rated target bonus for year of termination | N/A | 200% of current base salary + 200% of target annual cash incentive; plus pro‑rated target bonus |
| Equity vesting | Additional 12 months vesting of unvested service RSUs and target amount of unvested PRSUs (Hardy exception not applicable to Davis) | 100% vesting of all unvested service RSUs and target PRSUs for NEOs other than CEO (single‑trigger) | 100% vesting of all unvested service RSUs and target PRSUs |
| Benefits | COBRA premiums: 18 months; outplacement and legal support | — | COBRA premiums: 24 months; outplacement and legal support |
| Excise tax treatment | Best‑net approach: higher after‑tax of full payment vs cutback to avoid 280G tax; no excise tax gross‑ups | ||
| Estimated amounts (12/31/24 scenario) – Davis | Total $4,384,061 (incl. $2,118,807 equity, $65,255 COBRA, $25,000 outplacement) | $5,617,943 equity acceleration only | Total $8,484,949 (incl. $5,617,943 equity, $87,006 COBRA, $25,000 outplacement) |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback adopted Oct 4, 2023; pre‑existing broader policy maintained | ||
| Insider trading controls | Designated insiders (incl. NEOs) require pre‑clearance; trades limited to open windows or 10b5‑1 plans |
Note: The single‑trigger equity vesting on CIC (if employed post‑CIC) applies to NEOs other than the CEO; Davis benefits from this feature.
Compensation Structure Analysis
- Pay mix and leverage: For “other NEOs,” 87% of 2024 compensation was at‑risk and 80% long‑term, reinforcing retention and alignment; Davis’ 2024 grants followed this structure.
- Incentive metrics: 2024 short‑term program emphasized financial outcomes (50% weight) and near/mid‑term development goals (50%), with rigorous targets set above 2023 results (revenue +16% target; EPS +51% target); funded at 130%.
- Long‑term design: 2024 removed financial‑metric PSUs during strategy reset, increasing relative TSR PSU weighting and difficulty (target raised to 55th percentile; cap if absolute TSR negative), plus strategic R&D goals; 2022–2024 PSU cycle paid at/above target based on margin and strategy delivery.
- Governance: No option repricing without shareholder approval; anti‑hedging/pledging; stock ownership guidelines; annual Say‑on‑Pay vote with 93% support.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (mitigates misalignment risk).
- Single‑trigger CIC equity: For NEOs other than CEO, equity fully vests on CIC without termination; potential shareholder‑unfriendly feature partially offset by best‑net excise tax approach (no gross‑ups).
- Related‑party transactions: None involving executives disclosed since Jan 1, 2024.
- Section 16: No delinquent reports disclosed for Davis in 2024 (one late filing related to Chair Meier).
Say‑on‑Pay & Shareholder Feedback
- 93% support on most recent Say‑on‑Pay; committee tightened pay‑for‑performance (higher TSR PSU difficulty; added 2025 innovation and revenue CAGR PSUs) in response to investor input.
Compensation Peer Group (for benchmarking)
- 2024 peer group includes large commercial biopharma names (e.g., Vertex, Regeneron, Biogen, United Therapeutics, Incyte), with revenue ~$1–5B and therapeutic focus; Seagen and Horizon were included at the time but later acquired.
Investment Implications
- Alignment: Davis meets ownership guidelines; large at‑risk, long‑term equity mix; anti‑hedging/pledging and clawback policies are positive governance signals. Potential insider selling pressure is more likely from RSU vesting than options (many options out‑of‑the‑money at 12/31/24).
- Incentive quality: Short‑term plan tied to revenue/EPS and clearly defined development goals; long‑term plan emphasizes relative TSR with stricter hurdles and strategic pipeline milestones—supports focus on durable value creation.
- Change‑in‑control risk: Single‑trigger vesting for non‑CEO executives (including Davis) is a governance watch‑item that could increase parachute value in M&A; however, no tax gross‑ups and best‑net treatment mitigate excesses.
- Performance delivery: Above‑target PSU outcomes for the 2022–2024 cycle reflect execution (margin expansion, strategic milestones) despite negative absolute TSR, aligning realized equity with relative performance.