Karin Shanahan
Executive Vice President, Global Product Development & Supply at BMY
Executive
About Karin Shanahan
Karin Shanahan is Executive Vice President, Global Product Development & Supply at Bristol Myers Squibb. She joined BMS in 2022 from Merck, having previously served as SVP, Global Biologics & Sterile Operations at Merck (2018–2022) and SVP & COO, Global Operations at Teva (2013–2018). She is 60 years old and has ~3 years of tenure at BMS as of February 2025 . Company context during her tenure: 2024 total revenues were $48.3B (+7% YoY) and BMS’ 5-year TSR was 4.7% versus 50.6% for its peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teva Pharmaceuticals | SVP & COO, Global Operations | 2013–2018 | Led global operations; large-scale manufacturing and supply leadership |
| Merck | SVP, Global Biologics & Sterile Operations | 2018–2022 | Oversaw biologics/sterile ops across Merck’s network |
| Bristol Myers Squibb | EVP, Global Product Development & Supply | 2022–present | Accountable for manufacturing quality/efficiency; capacity building for cell therapy and launch support (e.g., Cobenfy and Opdivo Qvantig) |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 1,009,615 | Actual salary earned in 2024; salary increased 16.7% effective April 1, 2024 |
| Target Annual Incentive ($) | 911,434 | AIP target dollars disclosed for 2024 |
| Actual Annual Incentive Paid ($) | 1,278,651 | Paid March 14, 2025; reflects 140.29% Company Performance Factor |
| All Other Compensation ($) | 132,407 | Includes $12,343 financial counseling and $120,064 savings plan contributions |
Note: Target bonus percentage is derivable as ~90% of salary for 2024 (911,434/1,009,615); target % not expressly stated in the proxy .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weight | Target | Actual/Score | Payout % (metric) | Notes |
|---|---|---|---|---|---|
| Non-GAAP Operating Income | 30% | $17,500M | $18,577M | 138.45% | Company-wide measure |
| Growth Portfolio Revenue (ex-FX) | 35% | $22,500M | $22,799M | 100.00% | Company-wide measure |
| Pipeline Score | 25% | 3.0 | 4.9 | 195.00% | Company-wide measure |
| Sustainability Scorecard | 10% | 3.0 | 4.0 | 150.00% | Company-wide measure |
| Company Performance Factor | 140.29% | Applied to NEOs including Shanahan |
Design changes: For 2024, BMS removed the individual performance component for senior executives; payouts were based solely on company performance. The AIP emphasized Growth Portfolio Revenue and non-GAAP Operating Income with pipeline and sustainability overlays .
Long-Term Incentives (LTI) – 2024 Grants and Structure
| Award Type | Weight of LTI | Grant Date | Target Units | Vesting | Performance |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 60% | 3/10/2024 | 34,830 | 3-year cliff (3/10/2027) | 40% 3-yr Growth Portfolio Revenue (ex-FX), 25% 3-yr non-GAAP Operating Margin, 35% 3-yr relative TSR CAGR vs peer group; 0–200% payout |
| Market Share Units (MSUs) | 40% | 3/10/2024 | 23,220 | 3-year cliff (3/10/2027) | Payout based on 3-yr Total Return (stock + dividends) with rTSR floor; 0–225% payout |
| Restricted Stock Units (one-time) | — | 11/01/2024 | 18,843 | 3 equal annual installments (11/1/2025, 11/1/2026, 11/1/2027) | Retention recognition award |
Grant-date fair values: PSUs $1,848,776; MSUs $1,361,389; RSUs $935,743 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Common Shares Owned | 15,086 shares as of March 14, 2025; <1% ownership |
| Outstanding Unvested Awards (12/31/2024) | PSUs: 14,683 (2022–2024), 19,760 (2023–2025), 34,830 (2024–2026) at target; MSUs: 3,916 (3/10/2022), 7,904 (3/10/2023), 11,610 (3/10/2024); RSUs: 6,613 (4/1/2022 4-yr ratable), 18,843 (11/1/2024 3-yr ratable) |
| Options | None disclosed for Shanahan |
| Ownership Guidelines | 3x base salary; executives must retain 100% of net shares until guideline met; after meeting, hold 75% of newly acquired shares for 1 year. Shanahan is in compliance |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited (limited pre-approval possible). No BMS directors or executive officers have pledged shares or hold in margin accounts |
Vesting-related supply considerations (potential selling pressure windows):
- RSUs: 4/1/2022 grant vests annually (25%) each year through 2026; 11/1/2024 grant vests in equal thirds on 11/1/2025, 11/1/2026, 11/1/2027 .
- MSUs (2022/2023 grants): 25% annually on each of first four anniversaries; payout factor based on stock performance (portions can be forfeited if thresholds not met) .
- MSU/PSU (2024 grants): single 3/10/2027 vesting; performance-based payout .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Benefits | Total (as of 12/31/2024) |
|---|---|---|---|---|
| Voluntary Termination for Good Reason | $2,100,000 (2x base) | None shown | Health $33,617 | $2,133,617 |
| Involuntary Termination Not for Cause (No CIC) | $2,100,000 | None shown (pro-rata eligibility generally requires >1 year held) | Health $33,617 | $2,133,617 |
| Qualifying Termination within 2 years post-CIC (Double-trigger) | $3,990,000 (2x base + target bonus) | RSUs $1,298,910; MSUs $1,976,602; PSUs $2,461,717 (at target) | Savings $474,772; Health $102,404 | $10,304,406 |
Key provisions:
- Change-in-control protections require a double trigger (CIC plus involuntary termination or good reason within 24 months). No tax gross-ups .
- Retirement/termination equity rules: pro-rata vesting for RSUs/MSUs/PSUs held at least one year; full vest for some awards at/after age 65; performance conditions apply for MSUs/PSUs .
- Clawbacks: robust recoupment policies for compliance violations, restatements, and certain restrictive covenant breaches (non-compete/non-solicit) .
- Insider trading controls: Section 16 pre-clearance required .
Performance & Track Record
- 2024 operational execution: Shanahan is credited with accountability for manufacturing quality/efficiency, capacity building to support the evolving cell therapy franchise, and supporting key product launches including Cobenfy and Opdivo Qvantig .
- 2024 company outcomes: Total revenues $48.3B (+7% YoY), Growth Portfolio 47% of sales; strong regulatory/clinical milestones (23 approvals) .
- Long-term shareholder context: BMS 5-year TSR 4.7% vs peer group 50.6% .
Compensation Structure Analysis
- Mix and at-risk pay: For average NEOs in 2024, 84% of target pay is performance-based, with 68% delivered in long-term equity (PSUs/MSUs) with 3-year horizons, reinforcing alignment and retention .
- Program shifts (2024): Added Growth Portfolio Revenue to both AIP and PSU metrics; replaced EPS with non-GAAP Operating Income in AIP; removed individual factor for senior executives (team-based payout) .
- One-time retention: Shanahan received a $1.0M RSU award on 11/1/2024 vesting over three years, signaling retention intent amid complex launches and network scaling .
- Say-on-pay: 94% shareholder support in 2024, indicating broad approval of design and alignment .
Say-on-Pay & Peer Benchmarking
- Say-on-pay approval: 94% in 2024 .
- Benchmarking: Average NEO target pay positioned around the 75th percentile of peers; heavy tilt to long-term equity with three-year vesting .
- Peer group and rTSR: PSU rTSR measured vs extended peer group (large-cap biopharma), linking payout to relative performance .
Equity Ownership & Deferred Compensation Details
- Deferred compensation: Aggregate BEP-SIP balance $203,147 as of 12/31/2024; registrant contributions in 2024 were $88,979; no 2024 executive deferrals noted; 2024 earnings $9,148 .
Company Performance Context (Revenues and EBITDA)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($MM) | 46,159 * | 45,006* | 48,300 * |
| EBITDA ($MM) | 19,423* | 18,420* | 19,407* |
Values marked with “*” retrieved from S&P Global.
Investment Implications
- Alignment: Strong alignment mechanisms—3x salary ownership guideline (in compliance), share-retention requirements, and robust clawbacks—reduce agency risk; hedging/pledging prohibitions and no options outstanding lower risk of leveraged behavior .
- Retention and supply overhang: The 11/1/2024 RSU grant (vesting annually through 2027) and scheduled MSU/PSU vestings (including MSU annual tranches from 2022/2023 grants and 3/10/2027 PSU/MSU cliffs) create identifiable windows for potential Form 4 activity/vesting-related sales, implying periodic technical selling pressure around 3/10 and 11/1 in coming years, subject to plan and trading windows .
- Pay-for-performance: 2024 AIP payout (140.29%) was driven by outperformance on pipeline and operating income; LTI design ties 75% of PSU weighting to Growth Portfolio Revenue and Operating Margin plus 35% to relative TSR—if BMY lags peers on TSR, PSU payout risks skew lower, tightening alignment to investor returns .
- Execution risk: Shanahan’s remit spans network readiness for cell therapy and major launches; continued scaling and quality assurance remain critical levers for margin and cash conversion amid multiple product introductions and complex modalities .
Sources: Bristol Myers Squibb 2025 Proxy Statement (DEF 14A, filed March 26, 2025) and 2024 Form 10-K (filed February 12, 2025), as cited above.