Brian Lian
About Brian Lian
Brian Lian, Ph.D., age 59, is President & CEO and a Class III director of Viking Therapeutics (VKTX), serving since inception in September 2012. He holds a Ph.D./MS in organic chemistry (University of Michigan), an MBA in accounting/finance (Indiana University), and a BA in chemistry (Whitman College), with prior roles as a biotech research scientist (Amgen, Microcide) and senior sell-side/asset management healthcare analyst (CIBC, Agave Group, Global Hunter, SunTrust) . VKTX’s shareholder returns during his tenure have surged: 2024 TSR translated an initial $100 to $714.74 and management highlighted ~615% TSR versus an industry return of -7% in 2024, alongside a $597.1M follow-on equity offering, indicating strong value creation amid clinical progress . VKTX remains pre-revenue; net loss was $110M in 2024, aligning incentives to clinical/regulatory milestones rather than financial metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SunTrust Robinson Humphrey | Managing Director & Senior Research Analyst | 2012–2013 | Covered small/mid-cap biotech; focus on diabetes, oncology, ID, neurology; capital markets expertise |
| Global Hunter Securities | Managing Director & Senior Research Analyst | 2011–2012 | Biotech coverage; valuation and financing insights |
| The Agave Group, LLC | Senior Healthcare Analyst | 2008–2011 | Buy-side perspective on biotech; fundamental diligence |
| CIBC World Markets | Executive Director & Senior Biotechnology Analyst | 2006–2008 | Sell-side leadership; sector connectivity |
| Amgen | Research Scientist, small molecule drug discovery | Not disclosed | R&D grounding in drug discovery |
| Microcide Pharmaceuticals | Research Scientist | Not disclosed | Early-stage R&D experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Seelos Therapeutics, Inc. | Board Director | Jan 2019–present | External public board service |
Board Governance
- Board service history: Class III director; term expires at 2027 annual meeting .
- Independence: Not independent (CEO); independent Chair is Lawson Macartney, supporting separation of Chair/CEO .
- Committees: Lian is not on Audit, Compensation, or Nominating; Chairs are Singleton (Audit), Rowland (Compensation), Rouan (Nominating) .
- Attendance: In 2024, board met 9 times; no director attended fewer than 75% of meetings .
- Director compensation: As an employee, Lian receives no director fees; director fees/equity apply only to non-employee directors .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| Base Salary ($) | $615,000 | $640,000 | $672,000 |
| Target Bonus (% of Base) | 55% | 55% | 60% |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual Attainment | Payout |
|---|---|---|---|---|
| Corporate goals (VENTURE VK2735 P2 obesity results; initiate VK2735 P2b/3; VK2735 T2D P2 start; amylin agonist P1 start; VK2809 VOYAGE P2b biopsy data; FDA EOP2 for VK2809; VK0214 P1 X-ALD; stretch goals including preclinical progression, primate POC, ≥$100M financing) | 50% | 100% of weighted corporate goals | 125% (90% core + 35% stretch) | Contributed to CEO bonus |
| Individual performance | 50% | 100% | 100% | Contributed to CEO bonus |
| CEO Bonus ($) | — | — | — | $440,000 (68.75% of base; 125% of 55% target) |
Equity Awards (grants and vesting mechanics)
| Award Type | Grant Date | Shares/Target | Exercise Price | Vesting Schedule | Grant Date Fair Value |
|---|---|---|---|---|---|
| Stock Options | Jan 3, 2024 | 360,000 | $17.40 | 25% annually over 4 years | $5,684,006 |
| RSUs | Jan 3, 2024 | 160,000 | — | One-third annually over 3 years | $2,784,000 |
| PRSUs (2024 milestone-based) | Jan 3, 2024 | 490,000 target (up to 671,000 at max) | — | 100% of target upon achievement of 3 milestones over 4 years; 133.3% of target if all 4 achieved; forfeiture after 4 years | $8,526,000 (target) |
| PRSUs (2023 milestone-based) | Jan 3, 2023 | 665,000 target | — | Milestone-based; tranches vested Feb 9, 2024 and Mar 27, 2024 (221,667 each) | $5,665,800 |
2024 Vesting Events – Key PRSU tranches
| Date | Shares Vested | Source Award |
|---|---|---|
| Feb 9, 2024 | 221,667 | 2023 PRSU (665,000 target) |
| Mar 27, 2024 | 221,667 | 2023 PRSU (665,000 target) |
| Jul 29, 2024 | 163,333 | 2024 PRSU (490,000 target) |
| Jul 29, 2024 | 41,000 | 2021 PRSU (123,000 target; final tranche) |
Realized Value (Liquidity signals)
| Metric | 2024 |
|---|---|
| Options – Value realized on exercise ($) | $24,144,459 |
| Stock Awards – Value realized on vesting ($) | $56,057,304 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/15/2025) | 3,272,536 shares (2.9% of outstanding) |
| Composition | 1,920,482 shares directly owned, incl. 183,095 unvested; 1,352,054 shares via options exercisable within 60 days |
| Stock ownership guidelines | Adopted Mar 20, 2025; CEO must hold 3× base salary by 12/31/2028; retain 50% of net shares until compliant |
| Hedging/Pledging | Hedging/short sales prohibited; pledging permitted only with pre-clearance by compliance officer |
| 10b5-1 plans | Executives/directors may use Rule 10b5-1 trading plans; may also trade outside plans when not in possession of MNPI |
Employment Terms
| Provision | Summary |
|---|---|
| Employment | At-will; 60 days’ resignation notice required |
| Base salary & bonus target | Board-reviewed annually; bonus target increased to 55% (2020) and 60% effective 1/1/2025 |
| Severance (no CIC) | If terminated other than non-renewal/for cause/disability/death or resigns for good reason: 12 months base salary; 12 monthly bonus payments at target % of base; up to 12 months COBRA premiums; partial acceleration of Lian Awards for 12 months of post-termination vesting; 12-month option exercise window for Lian Awards |
| Severance (non-renewal/disability/death) | 6 months base; 6 monthly bonus payments at target %; up to 6 months COBRA; partial acceleration of Lian Awards for 6 months vesting; 6-month option exercise window |
| Change-in-control (CIC) | Single-trigger: 100% acceleration of unvested Lian Awards immediately prior to CIC; cash paid if vested equity not assumed/substituted . If terminated within 24 months post-CIC (other than non-renewal/for cause/disability/death): 18 months salary/bonus; 18 months acceleration of Lian Awards . |
| Estimated payouts (12/31/2024) | Illustrative: cash payments $992k (non-CIC termination) and $1.488M (within 24 months of CIC); COBRA $45k/$67k; special payment $39.93M if awards not assumed on CIC |
Compensation Outcomes (multi-year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $611,800 | $615,000 | $640,000 |
| Non-Equity Incentive ($) | $353,315 | $372,100 | $440,000 |
| Stock Awards ($) | $3,041,865 | $7,937,803 | $8,468,006 |
| Option Awards ($) | $1,404,311 | $3,703,158 | $4,636,800 |
| All Other Compensation ($) | — | — | $113,748 (HSR filing fees + tax gross-up) |
| Total ($) | $5,411,291 | $12,628,061 | $14,298,554 |
Compensation Design, Peer Benchmarking, and Say-on-Pay
- Philosophy: Majority of CEO pay is at-risk; emphasis on long-term equity (options, RSUs, PRSUs) and annual cash tied to clinical/regulatory milestones and strategic goals .
- 2024 peer group: 89Bio, Akero, AnaptysBio, Avidity, Crinetics, CymaBay, DICE, Dyne, Kura, Madrigal, Mirum, Morphic, Pliant, Protagonist, Rhythm, Travere, Ventyx, Viridian .
- Independent comp consultant: Aon; no conflicts identified .
- Say-on-Pay: 93.34% approval in 2024 for FY 2023 compensation .
- Clawback: Nasdaq Rule 10D-1 compliant clawback policy adopted Oct 1, 2023 .
Performance & Track Record
- 2024 achievements: Positive obesity (VK2735) Phase 2 VENTURE topline; initiated additional VK2735 studies; VK2809 VOYAGE biopsy data; EOP2 with FDA for VK2809; VK0214 Phase 1 in X-ALD; raised $597.1M in a follow-on; stretch goals met, corporate attainment 125% .
- TSR alignment: Pay-versus-performance shows CAP tracking cumulative TSR; 2024 TSR value of initial $100 → $714.74; peer-group TSR $93.49, indicating substantial outperformance .
- Financials: Company remains pre-commercial; net loss $110M in 2024 (biotech typical), reinforcing milestone-based incentives .
Risk Indicators & Red Flags
- Large vesting tranches tied to milestone PRSUs can create episodic supply from executive settlements/exercises; 2024 realized value on options ($24.1M) and stock vesting ($56.1M) underscores potential selling pressure around milestone dates .
- HSR filings and company-paid fees/tax gross-up for CEO in 2024 represent a one-off perquisite; disclosed transparently .
- Hedging prohibited; pledging allowed only with pre-clearance, reducing misalignment risk but permitting collateralization under supervision .
- Robust clawback policy reduces restatement-related windfall risk .
- No related-party transactions since 1/1/2024 .
Equity Award Mechanics & Overhang
- Equity program is materially performance-based; PRSUs feature multi-milestone structures with four-year windows .
- 2024 equity plan (12M shares plus recycle) approved; no evergreen, no repricing; non-employee director annual comp capped; burn-rate managed; expected share reserve covers ~3 years .
- As of 12/31/2024: 4,734,460 securities subject to outstanding options/rights; 17,395,734 shares remaining for issuance under shareholder-approved plans .
Director Compensation (for context)
- Non-employee directors (2024): Annual cash retainer $40,000; committee and chair premia; annual option grants (32,000 shares); Lian excluded as employee .
- Policy updated in 2025: Annual cash retainer $50,000; annual option grants 18,800 shares; similar committee premia .
Investment Implications
- Alignment: High at-risk equity, milestone PRSUs, ownership guidelines (3× salary) and clawback all strengthen pay-for-performance and long-term alignment .
- Retention: Multi-year vesting (options/RSUs) and PRSU milestone cadence, plus 12–18 month severance/CIC protections, support retention through pivotal clinical phases .
- Trading signals: Significant realized values in 2024 and scheduled vesting tranches may create periodic insider selling windows; 10b5-1 plans and pre-clearance guardrails mitigate MNPI risk but don’t eliminate supply overhang .
- Governance: CEO-director dual role offset by independent Chair and independent committees with active meeting cadence; strong say-on-pay support indicates shareholder endorsement of design/outcomes .
- Benchmarking risk: Peer group largely high-growth/pre-commercial biotechs; continued outperformance depends on VK2735/VK2809/VK0214 execution and financing environment; compensation remains tightly tethered to clinical milestones .