Christopher Boerner
BRISTOL MYERS SQUIBBAbout Christopher Boerner
Christopher S. Boerner, Ph.D., is Board Chair and Chief Executive Officer of Bristol-Myers Squibb (BMS). He became CEO in November 2023 and was elected Board Chair on April 1, 2024; he has served as a director since 2023 and is 54 years old . Under his leadership, BMS delivered 2024 total revenues of $48.3B (+7% YoY) and shifted mix toward its Growth Portfolio (47% of net sales) while maintaining strong cash generation from legacy brands . In 2024, BMS’s fixed-$100 Total Shareholder Return (TSR) stood at 105 versus a peer group TSR of 154; the company reported GAAP net loss of $8,948M and non-GAAP diluted EPS of $1.15 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Board Chair & CEO | 2024–present | Combined Chair/CEO role to unify strategic voice; advanced Growth Portfolio and pipeline . |
| Bristol-Myers Squibb | CEO | 2023–present | Delivered 7% revenue growth in 2024; accelerated pipeline approvals and operational excellence . |
| Bristol-Myers Squibb | EVP & COO | Apr 2023–Oct 2023 | Operational leadership across geographies and functions . |
| Bristol-Myers Squibb | EVP & Chief Commercialization Officer | 2018–2023 | Led commercialization; drove execution across key brands . |
| Bristol-Myers Squibb | Head of International Markets | 2017–2018 | Oversaw international strategy and execution . |
| Bristol-Myers Squibb | Head of U.S. Commercial Markets | 2015–2017 | Led U.S. commercialization . |
| Seagen (Seattle Genetics) | Leadership roles | 2010–2015 | Increasing responsibility in oncology biotech commercialization . |
| Genentech | Marketing leadership | 2002–2010 | Commercial leadership in biopharma . |
| McKinsey & Company | Consultant | Earlier career | Advised pharma/biotech clients on strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PhRMA | Board of Directors | Current | Industry trade association board . |
| Achaogen, Inc. | Director; Chair, Nominating & Governance | 2014–2015 | Board service at antibiotic developer . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,064,049 | 1,256,921 | 1,536,538 |
| Target Annual Incentive ($) | — | — | 2,306,352 |
| Actual Annual Incentive Paid ($) | 1,274,626 | 1,567,098 | 3,235,581 |
| Stock Awards Fair Value ($) | 4,256,197 | 5,326,178 | 13,643,063 |
| All Other Compensation ($) | 285,348 | 311,636 | 372,436 |
| Total Compensation ($) | 6,880,220 | 8,461,833 | 18,787,618 |
- 2024 target bonus percent ≈ 150% of base salary, derived from target bonus $2,306,352 and base salary $1,536,538 .
- All Other Compensation 2024 comprised company savings plan contributions; no financial counseling, executive physicals, or aircraft perquisites were paid (family member travel on company accounts had no incremental cost; taxes paid by Dr. Boerner and not reimbursed) .
Performance Compensation
Annual Incentive Plan (AIP) Design and 2024 Outcomes
| Metric | Weight | 2024 Target | 2024 Actual | Payout |
|---|---|---|---|---|
| Non-GAAP Operating Income ($M) | 30% | 17,500 | 18,577 | 138.45% |
| Growth Portfolio Revenue ex-FX ($M) | 35% | 22,500 | 22,799 | 100.00% |
| Pipeline Score (1–5) | 25% | 3 | 4.9 | 195.00% |
| Sustainability Scorecard (SVP+ only) (1–5) | 10% | 3 | 4.0 | 150.00% |
| Company Performance Factor | — | — | — | 140.29% |
Design notes:
- Senior executives’ AIP payouts are based solely on company performance (no individual modifier) .
- Pipeline goals and Sustainability Scorecard are governed via S&T Committee collaboration and oversight by the Governance Committee .
Long-Term Incentive (LTI) Structure and 2024 Grants
| Award Type | 2024 Grant Date | Target Units | Metrics/Design | Vesting |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 03/10/2024 | 148,026 | 3-year: Growth Portfolio Revenue 40%, Non-GAAP Operating Margin 25%, Relative TSR CAGR vs peer group 35% | Cliff vest at 3 years |
| Market Share Units (MSUs) | 03/10/2024 | 98,684 | 3-year Total Return (price + accumulated dividends) measured Mar 2024–Mar 2027 | Cliff vest at 3 years |
| PSU Fair Value ($) | — | — | — | 7,857,220 |
| MSU Fair Value ($) | — | — | — | 5,785,843 |
Additional context:
- Older MSUs (pre-2024 program) vest 25% annually over four years with payout factors tied to stock performance; example payout factors in 2024: 2020 grant 84.25%, 2021 grant 82.77%; special 11/01/2023 MSU 1-year factor 98.13% .
Pay vs Performance (for context)
| Year | CEO Compensation Actually Paid ($) | Company TSR ($100 basis) | Peer Group TSR ($100 basis) | Net Income (GAAP, $M) | Total Revenues ($M) |
|---|---|---|---|---|---|
| 2024 | 21,204,985 | 105 | 154 | (8,948) | 48,300 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Common Shares Owned (direct/indirect) | 125,439 |
| Shares Underlying Options/Units vesting within 60 days | 0 |
| Deferred Share Units (director) | 0 (employee CEO; DSUs are for non-employee directors) |
| Unvested PSUs (counts, market value as of 12/31/2024) | 148,026 units; $8,372,351 |
| Unvested MSUs (counts, market value as of 12/31/2024) | 49,342 units; $2,790,784 |
| Deferred Compensation Balance (BEP-Savings Plan) | $4,517,820; executive contributions $253,527; registrant contributions $331,036; 2024 earnings $466,438 |
| Stock Ownership Guideline | 6x base salary for CEO; 100% hold of newly acquired shares until guideline met, then 75% hold for 1 year; current status: in compliance |
| Hedging/Pledging | Prohibited; none of directors/executives have pledged or hold in margin accounts (limited pre-approved exceptions; none used) |
| Option Awards | Company has not granted options to directors since 2006; no options outstanding for Boerner |
Insider trading controls:
- Section 16 officers must pre-clear all transactions; brokerage accounts are permanently restricted to enforce policy, ownership requirements, and clawback .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Contract | No individual employment contracts for NEOs . |
| Severance (Good Reason) | 2x base salary; for Boerner, $3,100,000 cash + health continuation ($42,952) . |
| Severance (Involuntary, not for cause) | 2x base salary; pro-rata vesting of RSUs/MSUs/PSUs held ≥1 year; for Boerner, cash $3,100,000 + MSUs $844,554 + PSUs $4,100,657 + health $42,952 . |
| Change-in-Control (Double Trigger) | 2x base salary + target AIP; full acceleration of unvested equity; for Boerner: cash $7,750,000 + MSUs $8,853,846 + PSUs $13,908,783 + savings plan $927,762 + health $86,377 + retiree medical $65,126; total $31,591,894 . |
| Clawbacks/Recoupment | Compliance violations recoupment policy; separate NYSE Rule 303A.14 restatement recoupment (regardless of misconduct) . |
| Severance Policy Governance | Shareholder approval required for cash severance >2.99x salary+bonus in future agreements . |
Board Governance
- Dual role: Board Chair and CEO, with Board rationale emphasizing institutional knowledge, unified strategic voice, and efficient accountability; Lead Independent Director (LID) provides counterbalancing oversight and robust responsibilities (agendas, information quality, evaluations, executive sessions, shareholder engagement) .
- Independence: 10 of 11 director nominees are independent; Boerner is non-independent as CEO .
- Committees: Boerner serves on none; all standing committees are composed entirely of independent directors .
- Board activity: 9 meetings in 2024 (7 regular, 2 special); >96% aggregate attendance; frequent executive sessions of independent directors .
- Director compensation: Employee directors receive no additional compensation for board service .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 94% support, following engagement with ~50 top shareholders representing ~52% of voting shares .
- Ongoing program calibration: CMDC, Governance, and S&T Committees coordinate on performance metrics and sustainability goals; independent consultant Farient advises CMDC .
Compensation Structure Analysis
- Mix shifts toward at-risk equity: 2024 LTI comprised 60% PSUs and 40% MSUs, with PSUs tied to Growth Portfolio Revenue, operating margin, and relative TSR; MSUs aligned to three-year total return and cliff vesting (increasing retention) .
- AIP focuses on enterprise outcomes: Removal of individual performance modifier for senior executives strengthens team-based execution; pipeline and sustainability metrics provide balanced scorecard .
- Governance protections: Double-trigger CIC; no option repricing; hedging/pledging prohibited; robust clawbacks; shareholder scrutiny of outsized severance .
Vesting Schedules and Recent Vesting Activity
| Event | Date | Units | Value |
|---|---|---|---|
| MSUs vested (Boerner) | 2024 | 13,528 units | $729,213 |
| PSUs payout (2021–2023 cycle) | Mar 8, 2024 | 27,321 units | $1,469,597 |
| Unvested PSUs (2024–2026 cycle) | As of 12/31/2024 | 148,026 units | $8,372,351 |
| Unvested MSUs (2024–2027 cycle) | As of 12/31/2024 | 49,342 units | $2,790,784 |
- 2024 PSUs and MSUs granted on March 10, 2024 are scheduled to cliff vest at the end of the 3-year performance period (March 2027), creating forward vesting events that can influence insider liquidity planning and potential selling pressure post-vesting (subject to pre-clearance and retention rules) .
Investment Implications
- Alignment: Strong ownership requirements (6x salary for CEO), 100%/75% post-vest retention, hedging/pledging prohibitions, and pre-clearance restrictions support long-term alignment and reduce opportunistic trading risk .
- Performance linkage: Incentives are heavily weighted to Growth Portfolio revenue, operating profitability, and TSR, reinforcing strategic priorities during revenue renewal and LOE transitions; recent program changes enhance team accountability and retention via cliff-vesting MSUs .
- Liquidity/vesting signal: Significant unvested PSUs/MSUs (≈197k units at year-end 2024) imply meaningful future vesting events; while trading is tightly controlled, vest distributions can create near-term supply when windows permit, an important consideration for short-term traders .
- Governance risk mitigants: Combined Chair/CEO structure is offset by a strong LID, independent committees, annual board evaluation, and high engagement/attendance, reducing independence concerns typically associated with dual roles .
- Shareholder support: 94% Say-on-Pay approval and transparent metric calibration suggest limited pay-related overhang; continued focus on total return and pipeline execution is critical for medium-term equity returns given 2024 TSR lag vs peers .