Fouad Namouni
President, Research and Development at BPMC
Executive
About Fouad Namouni
President, Research & Development (since Sep 2020), age 56, with 20+ years of oncology drug development leadership at Bristol Myers Squibb (BMS), including global development lead for the OPDIVO/YERVOY immunotherapy franchise and Head of Oncology Development (2016–2020) . Education: M.D. (University of Annaba), Pediatrics (Université René Descartes), Pediatric Oncology/Hematology and M.S. in Clinical & Experimental Pharmacology (Université Paris-Sud) . During 2024, Blueprint delivered AYVAKIT net product revenue of $479M (+~135% YoY) and achieved company-wide corporate goal attainment of 130%, underpinning strong bonus outcomes; company TSR tracked in line with biotech peers (company cumulative value 109 vs peer 114 in 2024) and revenue rose to $509M per “pay vs performance” disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP, Head of Oncology Development | 2016–2020 | Led product development from early clinical to commercialization across ~30 drug candidates; global immuno-oncology leadership |
| Bristol Myers Squibb | Head of Global Medical Affairs | 2015–2017 | Oversaw ~1,700 employees; global medical affairs execution |
| Bristol Myers Squibb | Head of Development, OPDIVO (nivolumab) and YERVOY (ipilimumab) | 2011–2015 | Practice‑changing immunotherapy development leadership |
| Academia/Clinical | Pediatric Oncologist, research | Prior to BMS | Clinical practice and immuno‑oncology research foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vor Biopharma Inc. | Director | Since May 2024 | Member, Nominating & Corporate Governance Committee |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $583,694 | $642,879 | $671,809 |
| Base Salary (company action) | — | — | Increased 5% vs 2023 (from $642,879 to $671,809) |
| Target Bonus % | — | — | 60% of base |
| Actual Annual Cash Incentive | $332,705 | $453,230 | $544,165 |
Performance Compensation
Annual Incentive (2024)
| Component | Weight | Target/Payout Mechanics | Actual/Payout | Dollar Result |
|---|---|---|---|---|
| Corporate goals: “Expand leadership in SM and drive topline revenue” | 50% | Achieve global AYVAKIT revenue and launch objectives | 140% of target | Included in corporate 130% blend |
| Corporate goals: “Scale R&D pipeline” | 30% | IND/Phase 1/Phase 3 progress, portfolio optimization | 100% of target | Included in corporate 130% blend |
| Corporate goals: “Financial discipline & org resilience” | 20% | Cash burn, cash balance, engagement, DEI targets | 150% of target | Included in corporate 130% blend |
| Corporate subtotal (applies 75% of his target) | 75% | Weighted corporate payout | 130% | $393,008 |
| Individual objectives (applies 25% of his target) | 25% | R&D enablement for avapritinib launch, pipeline progress | 150% | $151,157 |
| Total 2024 Bonus | — | — | — | $544,165 |
Notes: CEO payout is 100% corporate; for NEOs (including Namouni) bonus mix is 75% corporate/25% individual; corporate payout capped at 130% in 2024 (moving to 200% max beginning 2025) and individual capped at 150% .
Equity Awards (2024 grants)
| Award type | Grant date | Units/Terms | Exercise Price | Grant date fair value |
|---|---|---|---|---|
| Stock Options | Mar 1, 2024 | 30,000 options; vest 1/48 monthly over 4 years | $95.12 | $1,618,179 |
| RSUs | Mar 1, 2024 | 15,000 units; 25% annually on each Mar 1, 2025–2028 | — | $1,426,800 |
| PSUs (rTSR vs S&P Biotech Index) | Mar 1, 2024 | Target 9,000 (0–200% payout; capped at 100% if negative TSR) | — | $1,222,560 |
PSU plan details: 3-year performance cycle; payout from 0% (<25th percentile) to 200% (100th percentile) based on relative TSR vs S&P Biotech Index; if company TSR is negative, payout capped at 100% .
Outstanding/Vesting activity (2024)
- Vested stock awards in 2024: 18,890 shares vested, value realized $1,755,217; no option exercises reported in 2024 .
- Example legacy option tranche outstanding: 65,000 options at $93.93 expiring 10/1/2030 (vested schedule per prior grants) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 172,932 shares; <1% of outstanding |
| Stock ownership guidelines | NEOs required to hold 1x base salary; compliance reported across executives |
| Hedging/pledging | Company prohibits hedging and pledging; “No margin accounts, pledging or hedging of company shares” |
| 2024 equity mix | Options/PSUs/RSUs; PSUs introduced in 2023 to increase performance linkage (0–200% based on rTSR) |
Employment Terms
| Term | Namouni (NEO) |
|---|---|
| Employment | At‑will |
| Start date in current role | September 2020 (President, R&D) |
| Base severance (non‑CIC) | 1x base salary paid over 12 months + 12 months health benefits (COBRA) |
| Double‑trigger CIC (termination within 12 months post‑CIC) | 1.5x base salary + 1.5x target annual bonus (lump sum) + 18 months health benefits + full vesting of all time‑based equity |
| Estimated severance values (12/31/2024 basis) | Non‑CIC: Salary $671,809; Health $28,903; no equity acceleration • CIC double‑trigger: Salary $1,007,714; Cash incentive $604,628; Health $43,355; time‑based equity vesting value $5,942,588 (assumes $87.22/share) |
| Non‑compete / Non‑solicit | During employment and 12 months post‑employment (employees, consultants, customers, suppliers), per standard IP/confidentiality agreements |
| Clawback | 2023-updated clawback policy to recoup incentive comp upon financial restatements; applies to current/former executive officers; earlier 2019 policy remains for prior awards |
Compensation Structure Analysis
- Mix and leverage: For 2024, Namouni’s at‑risk pay increased materially: Stock awards $2.649M (RSU/PSU) and options $1.618M vs 2023 stock $0.968M and options $0.736M, heightening performance linkage via PSUs and option sensitivity .
- Annual bonus rigor: 2024 corporate goals balanced revenue/launch, R&D milestones, and financial discipline with aggregate achievement at 130%; individual achievement for Namouni assessed at 150% (cap), consistent with strong R&D execution .
- Governance and peer controls: Independent comp committee (Seely, Dable, Goldberg) with Aon as advisor; peer group of 17 biopharma companies used for benchmarking; annual say‑on‑pay approval ≈98% in 2024 .
Performance & Track Record
- 2024 execution: AYVAKIT net product revenue $479M (+~135% YoY), broad clinical/medical data dissemination in SM; initiated Phase 3 elenestinib in ISM; BLU‑808 Phase 1 completed with favorable PD; operating cash burn reduced by >50%; YE cash ~$863.9M .
- Bonus outcomes reflect these results: corporate payout 130% and Namouni’s individual at 150% for R&D enablement and pipeline progress .
- Pay‑versus‑performance context: Company TSR tracked close to biotech index in 2024 (company 109 vs peer 114; base $100 at 12/31/2019) with revenue $509M in 2024 per PVP table .
Change‑of‑Control (Sanofi Transaction – June 2025)
- Transaction terms: Tender offer of $129.00 per share in cash + one CVR (up to $6.00) per share; at effective time, options/RSUs vest in full and are cashed out; PSUs vest based on greater of target vs actual performance as of closing; 50% of unvested 2025 awards convert into cash‑based awards plus a CVR per underlying share with accelerated vesting by the earlier of legacy vest date, six months post‑close, or qualifying termination .
- CVR milestones: $2 upon dosing of fifth patient in first Phase 2b/Phase 3 for BLU‑808 by Dec 31, 2028; $4 upon FDA approval of BLU‑808 by Jun 30, 2032 .
Equity Ownership & Insider Activity Signals
- 2024 Form 4‑like activity (from proxy tables): No option exercises by Namouni in 2024; 18,890 shares vested from stock awards (settlement may include tax‑related sales) .
- Policies: Hedging/pledging prohibited; NEO ownership guidelines in place and reported as met .
- Beneficial ownership: 172,932 shares (<1%); aggregate executive/director group ownership 4.14% .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: ~98% approval; say‑on‑frequency: ~99% for annual vote .
- Stockholder engagement: Twice‑annual outreach to top holders; programmatic governance updates (director resignation policy; over‑boarding policy) .
Compensation Peer Group (used for benchmarking)
- 17 peers (e.g., Exelixis, Ionis, Sarepta, Neurocrine, Alkermes, Ultragenyx, etc.), updated in 2024; two additions (Deciphera, PTC), removals (Alnylam, United Therapeutics) .
Investment Implications
- Alignment and retention: High proportion of at‑risk equity (options and PSUs) plus rTSR‑based PSUs align Namouni’s incentives with relative value creation; ownership policies and clawback reinforce alignment .
- Execution momentum: 2024 outperformance on revenue and disciplined burn reduction support incentive payouts and suggest R&D execution under Namouni is delivering; individual bonus at cap (150%) evidences strong internal assessment of his impact .
- CIC dynamics: The Sanofi deal implies near‑term liquidity for equity (full vesting/cash‑out) and CVR upside tied to BLU‑808; 2025 award conversions add near‑term retention hooks. Post‑close, double‑trigger protections remain robust, lowering voluntary departure risk in the integration window .
- Selling pressure: 2024 shows no option exercises by Namouni; vesting continues per schedule; hedging/pledging prohibitions limit adverse alignment signals .