Dennis Lanfear
Coherus OncologyAbout Dennis Lanfear
Dennis M. Lanfear, age 69, is Coherus BioSciences’ co-founder and has served as President, Chief Executive Officer, and Chairman of the Board since inception in September 2010; he holds B.S. degrees in Chemical Engineering and Biochemistry (Michigan State University) and an MBA from UCLA Anderson . He previously led process development and product programs at Amgen (1986–1999) and was President of InteKrin Therapeutics (2005–2010) . Board independence: the Board determined all directors except Mr. Lanfear are independent; he serves as the combined CEO/Chairman with a lead independent director (Mats L. Wahlström) overseeing executive sessions and acting as liaison to management . Performance context: Compensation “pay versus performance” shows CAP of $2.36M for 2024 with net income of $28.5M and a TSR value of 9 (from a $100 base as of 12/31/2021), and prior years’ TSR of 21 (2023) and 50 (2022) alongside net losses in 2023 and 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amgen Inc. | Senior leadership incl. VP Market Development; led Process Development | 1986–1999 | Built process development into a strategic advantage; focused long-term strategy for Epogen; led programs from preclinical through Phase 3 |
| InteKrin Therapeutics | President | 2005–2010 | Led biopharma operations through development stages |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neuvogen, Inc. | Director; Chair of Financing Committee | Current | Governance oversight; financing strategy for cancer vaccine company |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $982,873 | $1,013,410 |
| Target Bonus (% of Base) | 100% (CEO policy) | 100% (CEO policy) |
| Actual Bonus Paid ($) | $829,920 | $902,184 |
| All Other Compensation ($) | $9,450 | $13,627 |
Notes:
- 2023 target bonus is set at 100% of base for CEO; other NEOs at 50% .
- 2024 corporate bonus achievement certified at 99.3% for CEO and NEOs .
Performance Compensation
Equity Grants and Structure
| Component | Grant Details | Vesting | FY 2023 Grant-Date Fair Value ($) | FY 2024 Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options (service-based) | CEO options (e.g., 402,500 on 1/5/23 at $10.37; additional 225,000 on 6/13/23 at $5.44) | Monthly over 4 years | $3,297,706 | $2,873,088 |
| RSUs | CEO RSUs (86,250 on 1/20/23) | Annual over 3 years | $777,975 | — |
| Performance Stock Options (PSOs) | 2024 PSO tranches: 306,000 @ $2.41 (4/11/24), 480,000 @ $2.41 (4/11/24), 240,000 @ $1.84 (5/29/24) | Vest upon Board certification of milestone | Included in options values where applicable | Included in options values |
Annual Bonus Metrics Framework (Payout Mechanics)
| Year | Metric | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| 2023 | Corporate goals (13 goals across 4 areas) | 100% | 95% (rounded) | $829,920 | Individual goal factors for non-CEO NEOs; CEO payout based on corporate result |
| 2024 | Corporate goals | 100% | 99.3% | $902,184 | CEO target 100%; Compensation Committee/Board certified achievement |
Vesting policies: service-based options vest monthly over 4 years; RSUs vest annually over 3 years; PSOs vest only upon Board certification of performance milestones .
Clawback: Company adopted a Dodd-Frank compliant clawback policy effective December 1, 2023 covering incentive-based compensation tied to financial reporting measures .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 4,915,736 |
| Ownership (% of outstanding) | 4.11% |
| Shares owned directly/indirectly (breakdown) | 432,684 (Lanfear Revocable Trust), 86,965 (Lanfear Capital Advisors LLC), 685,074 (direct) |
| Options exercisable within 60 days | 3,711,013 |
| RSUs unvested (# / $ at 12/31/2024) | 28,750 / $39,675; 57,500 / $79,350 |
| Anti-hedging | Hedging transactions prohibited for directors, officers and employees (Insider Trading Policy) |
| Pledging | No pledging disclosures noted in proxy; none indicated in ownership section |
Stock price reference: $1.01 closing price on Nasdaq as of April 24, 2025 (for ESPP section context) . Many historical option strikes exceed recent share prices (e.g., $29.00, $17.73, $12.37, $10.05, $3.14, $2.41), implying limited intrinsic value on older grants at year-end 2024 conditions; PSO tranches carry strikes at $2.41 and $1.84 and require milestone achievement before vesting .
Employment Terms
| Provision | Term |
|---|---|
| Severance Plan (non-CIC) | If terminated without “cause” or constructive termination: base salary continuation for 24 months (CEO), COBRA premiums up to Severance Period, and continued vesting as if employed during Severance Period (double-trigger not applicable) |
| Change-in-Control (CIC) | If terminated within 12 months post-CIC: lump-sum base salary equal to Severance Period (CEO: 24 months), COBRA premiums up to Severance Period, and full accelerated vesting of all outstanding equity awards (double-trigger) |
| 280G | “Best pay” cutback to avoid excise tax; no tax gross-ups provided |
| Clawback | Recovery of erroneously awarded incentive comp tied to financial reporting in restatement scenarios |
| Non-compete / non-solicit | Not disclosed in the cited sections; Severance Plan terms detailed above |
Illustrative earlier CIC potential payout modeling was provided in the 2023 proxy (using then-share price and equity holdings), showing CEO maximum totals under specified assumptions; the Company does not provide gross-ups and applies best-pay cutbacks .
Board Governance
- Roles and structure: Lanfear serves as combined CEO and Chairman; lead independent director (Wahlström) presides over executive sessions and acts as liaison to management . The Board periodically reviews leadership structure .
- Independence: All directors except Lanfear are independent under Nasdaq standards; committee members meet heightened independence requirements .
- Committees and leadership:
- Audit Committee: Members (Stolper, Wahlström, Satvat, Karachun, Erbez); Chair transitioning to Karachun before the 2025 meeting; Wahlström designated as audit committee financial expert .
- Compensation Committee: Members (Charles Newton, Chair; Michael Ryan; Lee N. Newcomer, MD); uses Aon plc as independent comp consultant, with no conflicts identified .
- Nominating & Corporate Governance Committee: Members (Ali J. Satvat, Chair; Mats L. Wahlström; Jill O’Donnell-Tormey, Ph.D.) .
- Attendance and meetings: 2024 Board met six times; Audit Committee met four; Compensation Committee met six; all directors attended at least 75% of meetings of the Board/committees on which they served .
- Director compensation: Policy applies to non-employee directors only (cash retainers and options); employee directors like Lanfear are not listed in director compensation table .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (Loss) ($000s) | (291,754) | (237,892) | 28,507 |
| TSR Value of $100 initial (as of year-end) | 50 | 21 | 9 |
Pay-versus-performance CAP (CEO): $212,826 (2022), $1,734,065 (2023), $2,364,913 (2024), with detailed equity fair value adjustments disclosed; CAP does not equal cash received .
Say-on-Pay: 2024 say-on-pay received 68.8% approval of votes cast; Company maintains annual say-on-pay cadence .
Related-party transactions: None reportable since January 1, 2023 .
Compensation Structure Analysis
- Mix and trends: 2023 included both RSUs ($777,975) and options ($3,297,706), with a shift to predominantly options (including PSOs) in 2024 ($2,873,088) and no RSUs for CEO, increasing at-risk equity emphasis .
- Performance orientation: 2024 annual bonus paid at 99.3% of target based on corporate goals; PSOs vest only on Board-certified milestones, strengthening performance linkage .
- Governance protections: Dodd-Frank clawback adopted; anti-hedging policy in place; no 280G gross-ups; best-pay cutback reduces golden parachute risk optics .
- Ownership alignment: CEO holds 4.11% beneficial stake with substantial options exercisable within 60 days (3.71M), reinforcing skin-in-the-game, though many historical strikes exceed recent stock prices .
Equity Ownership & Alignment (Detail)
| Metric | Value |
|---|---|
| Beneficial Ownership (%) | 4.11% |
| Beneficial Ownership (shares) | 4,915,736 |
| Exercisable options (≤60 days) | 3,711,013 |
| RSUs unvested (#/$) | 28,750 / $39,675; 57,500 / $79,350 |
| Anti-hedging policy | Hedging prohibited across insiders |
| Pledging | Not disclosed; no pledging noted |
Employment Terms (Detail)
| Trigger | Cash | Equity | Benefits |
|---|---|---|---|
| Termination without cause / constructive termination (no CIC) | Base salary for 24 months (CEO) | Continues vesting during Severance Period | COBRA premiums during Severance Period |
| CIC + termination within 12 months (double-trigger) | Lump-sum base salary equal to Severance Period (CEO: 24 months) | Full acceleration of all outstanding equity | COBRA premiums during Severance Period; “best pay” cutback; no tax gross-up |
Investment Implications
- Alignment and incentives: A large, performance-oriented equity mix (service options plus PSOs) ties CEO outcomes to milestone execution and share price, with anti-hedging and clawback safeguards enhancing alignment .
- Retention and transaction risk: Double-trigger CIC acceleration and 24-month CEO severance provide retention through potential strategic outcomes, but can create dilution/overhang if a transaction occurs near milestone vesting .
- Ownership signal: A 4.11% stake and substantial near-term exercisable options indicate meaningful alignment; however, many legacy strikes are above recent trading levels, reducing immediate monetization pressure .
- Governance check: Combined CEO/Chairman is mitigated by an active lead independent director and fully independent committees; 2024 say-on-pay support at 68.8% suggests ongoing shareholder scrutiny of pay outcomes versus TSR .
Overall, pay design emphasizes performance and milestone delivery amid volatile TSR, with protective governance policies and meaningful personal ownership. Execution on PSO milestones and sustainable profitability are likely to be the key trading catalysts for alignment and valuation re-rate .