Marianne De Backer
Vir BiotechnologyAbout Marianne De Backer
Marianne De Backer, M.Sc., Ph.D., MBA, 56, has served as Vir Biotechnology’s Chief Executive Officer and director since April 2023. She previously led Bayer Pharmaceuticals’ strategy, BD&L, and Open Innovation (Executive Committee member, 2019–Mar 2023), and spent 1991–2019 at Johnson & Johnson in global M&A and Infectious Diseases & Vaccines BD roles, with prior leadership in commercial and drug discovery across Europe and the U.S. She holds degrees in molecular biology (Vrije Universiteit Brussels), engineering/biochemistry and a Ph.D. in biotechnology (Ghent University), and an MBA (Erasmus University) . In 2024, Vir’s TSR index fell to 58 vs peer TSR 114 and net income was -$522 million; compensation actually paid to the CEO was $3.99 million, reflecting alignment disclosures in the proxy’s pay-versus-performance section .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bayer Pharmaceuticals | EVP & Global Head of Strategy, BD&L; Executive Committee member | 2019–Mar 2023 | Led BD&L and Open Innovation; senior executive governance |
| Johnson & Johnson | VP, Global M&A Operations & Divestitures (Pharma); Head of Infectious Diseases & Vaccines BD; earlier commercial unit lead and drug discovery | 1991–2019 | Built global deal execution capabilities; therapeutic area BD leadership; cross-functional operating experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Director | Current | Industry association board service |
| Gladstone Foundation | Non-executive director | Current | Nonprofit governance |
| Arrowhead Pharmaceuticals | Director | 2019–2023 | U.S. public biotech board |
| Kronos Bio | Director | 2021–2023 | U.S. public biotech board |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | 920,833 | 675,000 | 2025 base increased modestly per Committee actions |
| Target Bonus (% of Salary) | 80% | 80% | AIP target unchanged |
| Actual AIP Bonus ($) | 1,021,200 (Corporate 120%, Individual 115%) | 855,360 | Weighted by corporate and individual attainment |
| Sign-on Cash ($) | 2,500,000 (second installment) | 2,500,000 (first installment) | One-time total $5,000,000 |
| Other Compensation ($) | 346,820 | 437,179 | Includes relocation/tax support per policy |
| Total Compensation ($) | 9,255,903 | 39,491,495 | 2024 total excluding sign-on installment: $6,755,903 |
Performance Compensation
Annual Equity Awards and Vesting
| Grant | Date | RSUs (#) | Options (#) | Exercise Price ($/sh) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual 2025 | Feb 2025 | 240,000 | 480,000 | 9.57 | 5,804,160 | RSUs 25% annually over 4 yrs; options 25% at 1-yr then monthly over 36 months |
| Annual 2024 | Feb 22, 2024 | 175,000 | 350,000 | 10.11 | 4,467,050 | Same schedules as above |
| Sign-on 2023 | Apr 3, 2023 | 576,452 | 1,152,904 | FMV on grant | ≤$45,000,000 cap (Black-Scholes basis) | RSUs 25% on each anniversary (4 tranches); options 25% at 1-yr then monthly; CIC acceleration per letter (see Employment Terms) |
Annual Incentive Plan (AIP) – 2024 CEO Payout Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate Scorecard | Not disclosed | Target AIP 80% of salary | Corporate attainment 120% | Cash payout $1,021,200 | N/A (cash) |
| Individual Performance | Not disclosed | — | Individual attainment 115% | Incorporated into payout | N/A (cash) |
Notes:
- Program emphasizes options (performance-oriented) and RSUs (value certainty) due to stock volatility; annual/new-hire grants typically 1/3 RSUs and 2/3 options by share count .
- Equity ownership guidelines reinforce alignment; multiple clawbacks in place .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares; % o/s) | 952,703 shares; <1% |
| Ownership Breakdown | 45,628 direct; 53,118 Ureel-De Backer Family Trust; 853,957 shares underlying RSUs/options exercisable/vestable within 60 days of Apr 1, 2025 |
| Stock Ownership Guidelines | CEO must hold the lesser of shares with FMV ≥4x base salary and 100,000 shares; window: five years from hire (for new executives). Options assigned no value; vested RSUs count |
| Compliance Timing | As a 2023 new hire, window extends to Apr 3, 2028 |
| Hedging/Pledging | Prohibited by Insider Trading Policy; 10b5-1 plans permitted with pre-clearance |
| Upcoming Vesting Cadence | Sign-on RSUs vest annually on each Apr 3 from 2024–2027; options vest monthly after initial 1-yr cliff, creating regular potential sell-to-cover events |
Employment Terms
| Term | Provision |
|---|---|
| Start date and role | Appointed CEO and director effective Apr 3, 2023 |
| Base salary and bonus target | $900,000 base; 80% target bonus (AIP) |
| Sign-on cash | $5,000,000 paid in two $2,500,000 installments (Apr 2023 and Apr 2024, subject to continued employment) |
| Sign-on equity | Options: 1,152,904 shares; RSUs: 576,452 shares; standard 4-yr vest schedules |
| Relocation allowance | $21,000 per month for up to 18 months post-start; final relocation expenses per policy |
| Severance (outside CIC) | CEO: 12 months base salary + pro-rated target bonus; up to 12 months health benefits |
| Severance (within 12 months post-CIC) | CEO: 18 months base + 1.5× annual target bonus; up to 18 months health; full vesting acceleration of outstanding equity |
| CIC vesting for sign-on awards | Immediate full vesting of unvested sign-on equity except “Carved Out Equity” scheduled to vest within 6 months post-CIC; Carved Out Equity vests over 6 months unless terminated without cause/for good reason, in which case it accelerates |
| Estimated payments (as of 12/31/2024) | CIC+termination: $7,016,096 total; CIC w/o termination: $2,115,579; Non-CIC involuntary: $1,705,485 |
| Tax gross-up | No 280G tax gross-up; cutback to maximize after-tax amounts |
| Employment term | At-will; no fixed term; no automatic increases |
Board Governance
- Service: Director since 2023; classified as not independent due to CEO role .
- Committee roles: None; independent directors chair Audit, Compensation, Nominating, and Science & Technology committees; meetings in 2024: Audit 6, Compensation 7, Nominating 5, Science & Tech 4 .
- Independence safeguards: Independent Chair (Vicki Sato); 100% independent Audit/Comp/Nominating committees; executive sessions for independent directors .
- Director compensation policy: Cash retainers ($50k Board; $75k Chair; committee member/chair stipends) and equity grants for non-employee directors; annual equity capped at $385k for 2025–2027 per settlement; CEO is an employee and not an “Eligible Director” under the non-employee policy .
Compensation Committee Analysis
- Composition: Robert More (Chair), Janet Napolitano, Norbert Bischofberger, Elliott Sigal; all independent .
- Philosophy: Emphasis on “at-risk” pay via options and RSUs; annual review; independent consultant engaged; risk analysis conducted .
- Peer group: 17-company peer set revised in Sep 2024 to align Vir’s ~$1.5B market cap near group median; additions include Janux, IGM, iTeos; removals of larger caps to reduce upward bias .
- Investor feedback: Company enhanced transparency on CEO selection and pay; noted CEO new-hire options “underwater” as of Feb 2025, reinforcing performance alignment .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,615,797,000 * | 86,180,000 * | 74,205,000 * |
| EBITDA ($) | 839,851,000* | -641,637,000* | -508,912,000* |
Values retrieved from S&P Global.
Notes: *S&P Global data via GetFinancials (citations unavailable for EBITDA).
Stock Performance (Pay vs Performance disclosure)
| Index of $100 Investment | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Vir TSR | 213 | 333 | 201 | 80 | 58 |
| Peer Group TSR | 126 | 125 | 111 | 115 | 114 |
| Net Income ($000s) | (298,665) | 528,584 | 515,837 | (615,061) | (521,960) |
Risk Indicators & Red Flags
- Partial single-trigger CIC acceleration for CEO’s sign-on equity (Carved Out Equity exception) deviates from standard double-trigger practice; increases change-of-control payout sensitivity .
- Large sign-on package ($5M cash + sizeable equity) introduces headline risk; however, options were underwater as of Feb 2025, providing strong performance alignment .
- Multiple clawback policies and prohibitions on hedging/pledging mitigate risk of misalignment and leverage .
Director Compensation (for non-employee directors; policy reference)
| Cash Retainers | Amount |
|---|---|
| Board member / Chair | $50,000 / $75,000 |
| Audit member / Chair | $10,000 / $20,000 |
| Compensation member / Chair | $7,500 / $15,000 |
| Nominating member / Chair | $5,000 / $10,000 |
| Science & Technology member / Chair | $7,500 / $15,000 |
Equity: Annual grants for continuing non-employee directors; 2025–2027 capped at $385,000; initial grants for new directors limited to 2× annual grant; options and RSUs vest as specified; full vesting upon CIC .
Governance and Dual-Role Implications
- As CEO and director, she is not independent; board mitigates through independent chair, independent key committees, and regular executive sessions .
- No committee memberships for the CEO; compensation decisions overseen by independent Compensation Committee with external consultant .
Say-on-Pay & Shareholder Engagement
- Company reports ongoing engagement and responsive changes (peer group revision; enhanced scorecard disclosure; structured framework for assessing goals and modifiers) .
Investment Implications
- Pay-for-performance: High proportion of options and multi-year vesting, underwater option status, and stringent ownership/clawback policies indicate strong alignment; however, partial single-trigger CIC acceleration on sign-on equity increases deal-related payout leverage .
- Retention and selling pressure: Annual RSU cliffs each April and monthly option vesting create predictable sell-to-cover windows; sizable unvested equity aids retention through 2027–2028 .
- Board governance: Independent chair and committees offset CEO-director independence concerns; non-employee director equity caps reduce dilution risk and governance optics .
- Performance backdrop: Revenues and EBITDA deteriorated post-2022 COVID-era peak; TSR lagged peers in 2023–2024, elevating execution risk on the oncology pivot and infectious disease pipeline; compensation committee’s framework and revised peers suggest active recalibration of incentives .