Sandra Leung

About Sandra Leung

Executive Vice President and General Counsel at Bristol Myers Squibb (BMS) since 2015; age 63 as of February 13, 2024, and notified BMS on February 14, 2025 of her intention to retire in 2025, remaining for a transition period until a successor is appointed . In 2024, BMS delivered $48.3B revenue (+7% YoY), while 5-year TSR was 4.7% versus 50.6% for peers, and the 2021–2024 PSU cycle paid out at 65.19% (driven by zero payout on relative TSR), underscoring tight pay-performance linkage to multi-year financial and TSR goals . Education not disclosed in reviewed filings.

Past Roles

External Roles

Not disclosed in company filings reviewed for 2023–2025.

Fixed Compensation

Notes: 2024 company AIP Payout Factor = 140.29% based on performance vs goals (see Performance Compensation) .

Performance Compensation

• Annual bonus (AIP) design and 2024 outcomes

  • 2024 metrics/weights: Growth Portfolio Revenue 35%; Non-GAAP Operating Income 30%; Pipeline 25%; Sustainability Scorecard 10% .

  • 2024 results and factor:

    Performance measure	Target	Actual	% of Target	Payout %
    Non-GAAP Operating Income ($M)	17,500	18,577	106.2%	138.45%
    Growth Portfolio Revenue ex-FX ($M)	22,500	22,799	101.3%	100.00%
    Pipeline Score (1–5)	3.0	4.9	163.3%	195.00%
    Sustainability Scorecard (1–5)	3.0	4.0	133.3%	150.00%
    Total Company Performance Factor			121.5%	140.29%

• Long-term incentive (LTI) design (PSUs/MSUs) and key terms

  • PSUs: 3-year cliff vest; 2024 PSU metrics: 40% 3-year cumulative Growth Portfolio Revenue (ex-FX), 25% 3-year cumulative Non-GAAP Operating Margin, 35% 3-year relative TSR CAGR vs extended peer group; 0–200% payout .

  • MSUs: For 2024 grants, 3-year cliff vest with payout factor based on total return; threshold 50%, max 100% of target for rTSR floor; fair value set by Monte Carlo .

  • 2021–2024 PSU results (cycle ended March 2024):

    Metric	Target	Actual	% Target	Payout %
    3-yr Total Revenues (ex-FX, $MM)	141,330	141,313	100.00%	99.98%
    3-yr Non-GAAP Operating Margin	42.70%	41.70%	97.60%	97.57%
    3-yr Relative TSR Percentile	50th	17.1th	—	0%
    Total PSU Payout	—	—	—	65.19%

• 2024 equity grants (grant-date fair values and targets)

  Award	Grant date	Target shares	Grant-date fair value ($)
  PSU	2024-03-10	42,957	2,280,158
  MSU	2024-03-10	28,638	1,679,046

Equity Ownership & Alignment

• Beneficial ownership and guidelines

  Item	Value
  Total common shares owned (Mar 14, 2025)	465,374
  Ownership as % outstanding	None of directors/NEOs >1% (group-level disclosure)
  Stock ownership guideline	3x salary; compliance: Yes
  Hedging/pledging	Prohibited; no pledges by directors/NEOs

• Outstanding equity awards at 12/31/2024 (unearned/target)

  Award block	Target units	Market/payout value ($)
  PSUs 2022–2024	32,096	1,815,350
  PSUs 2023–2025	32,494	1,837,861
  PSUs 2024–2026	42,957	2,429,648
  MSUs 3/10/2021	5,858	331,328
  MSUs 3/10/2022	8,560	484,154
  MSUs 3/10/2023	12,998	735,190
  MSUs 3/10/2024	14,319	809,883

  Notes: Values based on BMY $56.56 closing price on 12/31/2024; MSU payout factors per plan rules at vest dates .

• Deferred compensation and pension

  Plan	2023	2024
  BEP–Savings (aggregate balance, $)	13,077,937	15,134,447
  BEP–Retirement (PV of accrued benefit, $)	7,313,188; 17.8 yrs credited; early retirement eligible	6,749,150; 17.8 yrs credited; early retirement eligible

• Perquisites (illustrative)

  Year	Financial counseling ($)	Executive physical ($)	Company savings contributions ($)	Total other comp ($)
  2023	16,000	4,990	286,413	307,403
  2024	16,480	0	272,771	289,251

Employment Terms

• Severance (Senior Executive Severance Plan)

  • Voluntary “Good Reason” or involuntary not for cause: cash severance = 2x base salary; continuation of subsidized health and basic life insurance up to 56 weeks; outplacement; AIP pro-rata if criteria met .

• Change-in-control (double-trigger)

  • Protection period: 36 months for Ms. Leung (vs 24 months for other NEOs) .
  • Cash: 2.99x (base salary + target AIP) for Ms. Leung (vs 2.0x for other NEOs) .
  • Equity: full vesting at target of all unvested PSUs; vesting of unvested RSUs; MSUs vest subject to performance provisions, including units held <1 year .
  • Benefits: 3 years of continued health/life; additional 0.3 years of age/service credit for BEP–Retirement; retiree medical eligibility adjusted (3 years) .
  • No excise tax gross-ups; legal fee reimbursement to enforce agreement .

• Clawbacks/recoupment and trading controls

  • Robust clawback for compliance/restatement and other violations; forfeiture of unvested/unsettled awards and return of specified gains within 12 months of violation; public disclosure if legally permissible .
  • Section 16 pre-clearance required for any company security transactions; accounts restricted; insider trading policy bans hedging/pledging (limited pre-approvals; none outstanding) .

Vesting Schedules and Potential Selling Pressure

• Standard schedules

  • PSUs: cliff vest on 3rd anniversary (e.g., 2022–2024 awards vested 3/10/2025; 2023–2025 vest 3/10/2026; 2024–2026 vest 3/10/2027) .
  • MSUs: historical grants (2021–2023) vest 25% annually over 4 years (payout factor by stock price windows); 2024 MSUs cliff vest after 3 years with total return framework .

• Retirement treatment

  • Upon retirement, pro-rata vesting for RSUs/MSUs/PSUs held at least one year (subject to performance provisions); full vest for certain awards if age 65+ at or prior to retirement consistent with plan rules .

Interpretation: With multiple PSU and MSU blocks scheduled through 2027, retirement eligibility enables pro‑rata vesting of awards held ≥1 year, potentially increasing distributable shares, but hedging/pledging bans, ownership requirements (3x salary), and pre‑clearance reduce opportunistic selling risk .

Multi‑Year Compensation Mix (Grant-date equity values and cash)

Performance & Track Record (Contextual to pay)

• Company outcomes linked to metrics used in Ms. Leung’s pay design:
  • 2024 revenue $48.3B (+7% YoY), dividend raised for 15th consecutive year; strong approvals and growth portfolio momentum .
  • 2021–2024 PSU cycle paid 65.19% (TSR component 0%) showing downside sensitivity to relative TSR despite meeting revenue and margin elements .
  • 2024 AIP outturn 140.29% driven by OI overachievement and high pipeline score, aligned with disclosed weights .

Compensation Structure Details (What drives payout)

• Annual bonus (AIP) metrics emphasize revenue renewal, profitability, pipeline, and ESG (weights above); for senior executives, 2024 removed individual performance from AIP to align payouts solely to company performance .
• PSUs emphasize 3-year Growth Portfolio Revenue, Operating Margin, and relative TSR CAGR versus an extended biopharma peer group; payout 0–200% .
• MSUs link payout to absolute total return (since 2024 grants) or stock-price-based factors for prior grants; thresholds and caps explicitly defined .

Say‑on‑Pay & Shareholder Feedback

• 2023 say‑on‑pay approval was 92%, reflecting strong shareholder support for program design .

Investment Implications

• Alignment and downside risk: Ms. Leung’s incentives are heavily at‑risk with multi‑year PSU/MSU exposure; the 65.19% payout on the 2021–2024 PSUs (0% on TSR) demonstrates meaningful downside when TSR underperforms peers, supporting pay‑for‑performance integrity .
• Transition/retention risk: Her retirement in 2025 removes a long‑tenured legal/strategic steward; however, standard severance, double‑trigger CoC (2.99x), and pro‑rata vesting rules provide orderly transition mechanics without gross‑ups, mitigating governance risk .
• Selling pressure: Multiple award blocks vesting through 2027 and retirement‑eligible pro‑rata treatment could modestly increase share distributions; yet strict pre‑clearance, ownership guidelines, and hedging/pledging prohibitions reduce opportunistic selling risk signals .
• Governance quality: Strong clawback framework, anti‑hedging/pledging, no option repricing, and shareholder approval policy for excess severance support investor‑friendly practices .