Virginie Boucinha
About Virginie Boucinha
Chief Financial Officer of DBV Technologies since November 6, 2023; oversees Finance and Information Systems and serves on the Executive Committee. Age 54 as of April 8, 2024; holds a Master’s from Paris School of Business. Prior roles include Head of Group Performance at Pierre Fabre (Feb 2022–Aug 2023) and multiple senior finance/operational leadership roles at Sanofi, including Chief of Staff to the CEO (2015–2018) and Global Transformation Office Head (2018–2021) . Company pay-versus-performance disclosures show Total Shareholder Return (TSR) and Net Income trends over 2022–2024; these frame the operating backdrop during her tenure: TSR 59.55 (2023) to 19.31 (2024) and Net Income of $(72.7)M (2023) to $(113.9)M (2024) .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (company-disclosed) | 95.63 | 59.55 | 19.31 |
| Net Income ($) | $(96,274,000) | $(72,710,000) | $(113,918,000) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pierre Fabre | Head of Group Performance | Feb 2022 – Aug 2023 | Led group performance; part of senior operations in pharma context |
| Sanofi | Global Transformation Office Head | May 2018 – Jul 2021 | Senior leadership team; organization/governance redesign and implementation |
| Sanofi | Chief of Staff to the CEO | Jul 2015 – Mar 2018 | Managed CEO/ExCo agenda, briefings, strategic projects |
| Sanofi | Various finance/operational leadership roles (incl. CFO for Morocco, India & SE Asia; Corporate Audit/Treasury; Commercial/Industrial Controlling) | 1991 – Jul 2021 (dates for individual assignments not all disclosed) | International finance and operational leadership across multiple geographies/functions |
External Roles
- No public-company board roles are disclosed in company biographies for Ms. Boucinha; filings reviewed do not note additional external directorships .
Fixed Compensation
| Year | Base Salary | Currency | Target Bonus % of Base |
|---|---|---|---|
| 2024 (set) | €295,000 | EUR | 40% (per employment agreement) |
| 2025 (expected) | €295,000 (expected to be maintained, subject to revision) | EUR | Not separately changed; policy maintains annual variable compensation determined by Board |
Notes:
- Employment agreement (Nov 2023) sets fixed salary and target bonus percentage; annual variable compensation determined by Board on Compensation Committee recommendation .
Performance Compensation
Annual Cash Bonus
| Year | Target (% of base) | Actual Bonus Paid | Notes |
|---|---|---|---|
| 2024 | 40% | $85,119 (converted at €1=$1.08637; Board approval date Mar 13, 2024) | Annual variable compensation determined by Board per policy |
| 2023 | 40% | $0 (no bonus paid for partial year) | Joined Nov 6, 2023 |
Equity Awards Granted (CFO)
| Grant Date | Award Type | Quantity | Exercise/Grant Price | Vesting Schedule | Expiration | Grant-Date Fair Value (USD) |
|---|---|---|---|---|---|---|
| Nov 20, 2023 | Stock Options | 113,000 | €2.00 | 4-year, 25% per year (post-Nov 2022 plan terms) | Nov 20, 2033 | $151,398 (2023 Option Awards total) |
| Nov 20, 2023 | RSUs (free shares) | 19,000 | — | 4-year, 25% per year (post-Nov 2022 plan terms) | — | $33,693 (2023 Stock Awards total) |
| Nov 21, 2024 | Stock Options | 113,000 | €0.71 | 4-year, 25% per year | Nov 21, 2034 | $43,858 (2024 Option Awards total) |
| Nov 21, 2024 | RSUs (free shares) | 19,000 | — | 4-year, 25% per year | — | $10,165 (2024 Stock Awards total) |
Footnotes:
- Company equity footnotes specify that from Nov 2022, grants vest over four years, 25% per year, subject to continued service .
- Exercise prices and values are provided in EUR for grants; USD amounts reflect ASC 718 valuations disclosed in the proxy .
Outstanding Equity and Near-Term Vesting/Selling Pressure (as of Dec 31, 2024)
| As-of Date | Options Exercisable | Options Unexercisable | Unvested RSUs | Market Value of Unvested RSUs (USD) |
|---|---|---|---|---|
| Dec 31, 2024 | 28,250 | 84,750 (2013 grant tranche) + 113,000 (2024 grant) = 197,750 | 14,250 (2023 grant) + 19,000 (2024 grant) = 33,250 | $9,326.7 (on 14,250) + $12,435.6 (on 19,000) = $21,762.3 (pricing at €0.63/ADS and €1=$1.0389) |
Additional 2023 year-end context:
- At Dec 31, 2023: unexercisable options of 113,000 at €2.00 and 19,000 RSUs noted for Ms. Boucinha .
2025 Exceptional Bonus Authorization and Payment
- The Board granted an exceptional bonus to Ms. Boucinha of $67,454.70 upon AGM approvals on June 11, 2025 (converted at EUR 1 = USD 1.1433) .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| April 15, 2025 | 34,500 | <1% (asterisk in table) | Beneficial ownership per SEC rules; options/rights exercisable within 60 days included; base shares outstanding context provided in table footnotes |
Policies affecting alignment and trading:
- Pledging/margin: Company policy prohibits purchasing on margin or pledging Company securities as loan collateral, reducing leverage-related forced selling risk .
- Hedging/publicly-traded options: Company policy prohibits hedging and transactions in Company derivatives, supporting alignment with long-term shareholders .
- Blackouts and pre-clearance: Scheduled/designated blackout periods and pre-clearance requirements apply to permanent/financial insiders .
Employment Terms
| Term | Details |
|---|---|
| Start Date | November 6, 2023 |
| Contract Type | Indefinite-term employment agreement (November 2023) |
| Base Salary | €295,000 (payable monthly) |
| Target Annual Variable | 40% of gross annual base salary; conditional on individual/collective targets |
| Change-in-Control (CIC) Severance | Letter Agreement (Dec 16, 2024): Eligible for 12 months of gross remuneration if terminated (other than resignation or gross/willful misconduct) within 12 months following a CIC; paid in addition to statutory/contractual severance, outstanding holiday, notice compensation, and any annual bonus; calculated on base salary at termination; agreement contingent on confidentiality; void if no CIC by Dec 4, 2025 . DEF 14A summary further describes NEO CIC severance framework for 12 months of gross fixed and variable remuneration (100% basis) for Ms. Boucinha if terminated within 12 months of CIC; expires Dec 4, 2025 . |
| Regular Severance | Not separately specified for CFO in the proxy beyond CIC amendment; annual bonus policy for executives disclosed . |
| Clawback | Dodd-Frank-compliant clawback policy implemented; SOX 304 reimbursement provisions acknowledged . |
| Bonus Plan Policy Range | Executives entitled to bonus based on objectives; the proxy references ranges for executive officers; annual amounts determined by Board (CFO target 40% per contract) . |
| Sign-on/Retention | Initial 2023 equity awards granted under collective plan (113,000 options; 19,000 RSUs) . |
Investment Implications
- Pay-for-performance and transparency: CFO’s cash bonus is formulaically tied to annual objectives but specific performance metrics (e.g., revenue/EBITDA/TSR weighting) are not disclosed; 2024 payout was $85,119 on base salary of €295k, suggesting moderated achievement against targets amid negative 2024 net income and softer TSR disclosures . Limited metric transparency is a mild governance drawback for strict pay-for-performance investors.
- Retention and deal optionality: CIC protection is time-bound to Dec 4, 2025; this enhances near-term retention but creates a re-negotiation/retention inflection if not extended—salient if strategic alternatives or a transaction are contemplated in 2025–2026 .
- Selling pressure from vesting: November annual vesting cadence (25% per year for 2023/2024 grants) creates predictable windows for potential sales; however, insider trading policy imposes blackout/pre-clearance and bans pledging/hedging, which tempers opportunistic or forced selling dynamics .
- Alignment: Beneficial ownership is modest at 34,500 shares (<1%), but equity incentives are significant (options/RSUs across 2023–2024) with low exercise prices (€2.00/€0.71), aligning upside to successful execution and regulatory milestones; absence of pledging allowed is positive for alignment .
- Compensation momentum: The Board authorized an exceptional bonus to the CFO in June 2025 following AGM approvals, signaling Board support and recognition of contributions; such exceptional awards are capped at 20% of annual fixed compensation under the 2025 policy, limiting pay inflation risk .
Data Appendix
Summary Compensation (NEO) – CFO
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $319,308 | $85,119 | $10,165 | $43,858 | — | $458,450 |
| 2023 | $49,539 | — | $33,693 | $151,398 | — | $234,630 |
Biographical Snapshot
- CFO since Nov 2023; oversees Finance & IS; Executive Committee member .
- Age 54 (as of Apr 8, 2024) ; Master’s, Paris School of Business .
- Prior: Pierre Fabre (Head of Group Performance, Feb 2022–Aug 2023); Sanofi (1991–2021) incl. Global Transformation Office Head (2018–2021), Chief of Staff to CEO (2015–2018), and various CFO/finance roles across geographies .
Equity Detail – Outstanding at FY 2024 (CFO)
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | Unvested RSUs | RSU Market Value |
|---|---|---|---|---|---|---|
| 11/20/2023 | 28,250 | 84,750 | €2.00 | 11/20/2033 | 14,250 | $9,326.7 |
| 11/21/2024 | — | 113,000 | €0.71 | 11/21/2034 | 19,000 | $12,435.6 |
Employment Agreement Excerpts (CFO)
- Base €295,000; 40% target variable; initial equity: 113,000 options + 19,000 free shares under Nov 2023 plan .
- CIC amendment (Dec 16, 2024) confers 12 months gross remuneration (with additional payments per 8-K summary), contingent on confidentiality; void if no CIC by Dec 4, 2025 . DEF 14A characterizes NEO CIC terms as 12 months gross fixed+variable for CFO within 12 months of CIC, expiring Dec 4, 2025 .
- Clawback policy (SOX 304; Dodd-Frank compliant) implemented .
Governance/Trading Policy Highlights
- Prohibitions on pledging, margin, hedging, and public options trading by insiders .
- Scheduled/designated blackout periods and pre-clearance procedures for insiders .
Investment Implications
- Alignment improving through multi-year, low-strike option grants and RSUs, though direct ownership remains small; policy bans on pledging/hedging reduce misalignment risk .
- Retention risk is low near term given time-bound CIC protection through Dec 4, 2025, but rises if the protection lapses without renewal; monitor any extension or renegotiation around that date .
- Watch November vesting cycles for potential incremental supply from option exercises/RSU deliveries, tempered by blackout windows and pre-clearance .
- 2025 exceptional bonus signals Board confidence; the 20% cap on exceptional pay contains inflation risk; lack of disclosed bonus metric weighting limits pay-for-performance transparency .