Bryan McMichael
Coherus OncologyAbout Bryan McMichael
Bryan McMichael, 46, is Chief Financial Officer of Coherus (renamed Coherus Oncology, Inc. in May 2025), serving as CFO since August 1, 2024 after roles as Interim CFO, EVP Accounting & Corporate Controller, and SVP Accounting & Corporate Controller since March 2021. He is a CPA with a B.S. in Business Administration from San Diego State University, and previously held finance roles at Gilead Sciences, NetApp, and PwC . Coherus shifted its focus exclusively to innovative oncology in 2025 via a corporate name change, reflecting its strategic transformation . Company performance context: pay-versus-performance disclosures show net income of $28.5 million in 2024 and a cumulative TSR value of $9 on a $100 investment by year-end 2024 (down from $21 in 2023 and $50 in 2022) .
Performance snapshot:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 50 | 21 | 9 |
| Net Income (Loss) ($000s) | (291,754) | (237,892) | 28,507 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coherus | CFO | 08/2024–Present | Finance leadership through strategic pivot to oncology |
| Coherus | Interim CFO | 12/2023–07/2024 | Stabilized finance during leadership transition |
| Coherus | EVP, Accounting & Corporate Controller | 09/2022–07/2024 | Led accounting during portfolio shifts |
| Coherus | SVP, Accounting & Corporate Controller | 03/2021–09/2022 | Built controllership capabilities |
| Gilead Sciences | Executive Director, Assistant Controller | 2016–2021 | Senior controllership at large-cap biopharma |
| NetApp | Various finance roles | Prior to 2016 | Enterprise finance experience |
| PwC (US/Europe) | Audit/Advisory | Prior to NetApp | Public accounting foundation |
External Roles
No external public company directorships disclosed for McMichael in the executive officers section of the proxy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Base Salary (Rate) ($) | 421,162 | 456,779 |
| Salary Earned ($) | 445,732 | 467,767 |
| Target Bonus (%) | 50% | 50% |
| Actual Bonus Paid ($) | 161,834 | 236,828 |
Notes
- CFO target bonus is 50% of base salary; corporate goal achievement for 2024 was 99.3%, with CFOs and other NEOs receiving a combined factor of 99.5% after individual assessment .
Performance Compensation
Annual bonus mechanics (2024):
- Corporate goals: 99.3% achievement
- Individual factor (CFO): combined 99.5% of target
- Cash bonus paid: $236,828
Long-term incentives (equity):
| Grant Date | Instrument | Shares (#) | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| 01/02/2024 | Stock Option (service-based) | 125,000 total (28,645 vested; 96,355 unvested as of 12/31/24) | $3.14 | Vests monthly over 4 years, subject to continued service | Annual LTI grant |
| 08/07/2024 | Stock Option (promotion) | 75,000 | $1.24 | 1/4 on first anniversary of vesting commencement (8/1/2025), then monthly thereafter | Grant-date fair value $61,388; 15.3% security price change window disclosure |
| 2021–2023 (various) | Stock Options | See outstanding award lines | Various | Monthly or annual per footnotes | Legacy grants prior to CFO appointment |
Plan design and controls:
- Anti-hedging policy prohibits hedging by directors, officers, employees, and controlled entities .
- Equity grant timing policy avoids grants around MNPI events; CFO promotion grant was disclosed with price move context .
- Nasdaq-compliant clawback policy effective Dec 1, 2023 covers incentive pay tied to financial reporting measures .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Common Shares Owned | 22,951 |
| Options Exercisable within 60 days (as of 4/24/2025) | 234,581 |
| Total Beneficial Ownership (Shares + Options within 60 days) | 257,532 (<1% of outstanding) |
| Shares Outstanding Reference | 115,922,573 (as of 4/24/2025) |
| ESPP Participation (lifetime through 4/24/2025) | 6,486 shares purchased; $6,551 value |
| Hedging/Pledging | Hedging prohibited; no pledging policy disclosed; no pledges reported in proxy |
Vested vs. unvested highlights (as of 12/31/2024):
- 01/02/2024 option had 28,645 vested and 96,355 unvested shares outstanding .
- Promotion grant on 08/07/2024 (75,000) begins vesting on 08/01/2025 (25%), then monthly thereafter .
Employment Terms
| Term | Detail |
|---|---|
| CFO Appointment Date | Effective August 1, 2024 |
| Tenure at Company | Since March 2021 (SVP Controller → EVP Controller → Interim CFO → CFO) |
| Severance (non-CIC) | If terminated without cause or constructive termination (outside CIC window): 12 months base salary continuation, COBRA premium reimbursement during severance period, and continued vesting as if employed through the severance period (for outstanding equity), subject to release . |
| Change-in-Control (double-trigger within 12 months) | Lump sum of 12 months base salary, COBRA reimbursement, and full accelerated vesting of all outstanding equity awards, subject to release . |
| 280G Treatment | “Best pay” cutback – greater of full benefits or reduced amount to avoid excise tax, on an after-tax basis . |
| Clawback | Policy for recovery of erroneously awarded compensation per SEC and Nasdaq rules (effective 12/1/2023) . |
| Non-Compete / Non-Solicit | Not disclosed in proxy . |
Compensation Committee and Say‑on‑Pay
- Committee members: Charles Newton (Chair), Michael Ryan, Lee N. Newcomer, MD; all independent under Nasdaq and Rule 16b‑3 .
- Independent compensation consultant: Aon plc; committee determined no conflicts of interest .
- Say‑on‑pay approval: 68.8% support at 2024 annual meeting; program maintained with no significant changes as a result .
Investment Implications
- Pay-for-performance alignment: McMichael’s pay mix is equity-heavy (service-based options plus a promotion-related grant), directly tying upside to stock performance; 2024 annual bonus paid at near-target (99.5%) based on corporate and individual assessments .
- Retention/turnover risk: A standardized severance plan (12 months cash and health benefits; continued vesting or full acceleration on double-trigger) reduces retention risk amid ongoing transformation; 280G “best pay” limits excessive parachute tax inefficiency .
- Ownership and selling pressure: Beneficial ownership is modest (<1%) with 234,581 options exercisable within 60 days of April 24, 2025; ESPP participation suggests incremental alignment, while upcoming vesting from the August 2024 promotion grant could create periodic liquidity needs at vest dates .
- Governance controls: Anti-hedging policy and a compliant clawback are in place; no specific pledging prohibition disclosed and no pledges reported in the proxy .
- Performance backdrop: 2024 net income turned positive ($28.5M) but multi-year TSR was deeply negative through 2024 (value of $100 investment at $9), keeping a high bar for option realizable value and sharpening the link between future execution and realized compensation .