Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 10, 2022, Biogen Inc. ("Biogen") announced that the Board of
Directors (the "Board") has completed its search for a new Chief Executive
Officer ("CEO") and has appointed Christopher A. Viehbacher, age 62, to serve as
President and CEO of Biogen, beginning November 14, 2022. As previously
announced by Biogen, in connection with the appointment of Mr. Viehbacher,
Michel Vounatsos will step down as Biogen's CEO and will resign from the Board.
Mr. Viehbacher will succeed Michel Vounatsos as director of Biogen effective
November 14, 2022 until Biogen's next annual meeting of stockholders.
Mr. Vounatsos will remain an employee for a limited period of time to assist
with the transition.
Mr. Viehbacher co-founded Gurnet Point Capital in 2015, where he spent over 7
years, most recently serving as Managing Partner. Prior to joining Gurnet Point
Capital, Mr. Viehbacher served in a number of positions from 2008 through 2014
at Sanofi, including as Global CEO. Mr. Viehbacher has been a strong advocate
for the healthcare industry, currently serving on the Board of Trustees for
Northeastern University, as chairman of the board for each of Clario, PureTech
Health plc, Vedanta Biosciences, Inc and BEFORE Brands, Inc. and as a board
director for Crossover Health, Inc. Mr. Viehbacher has previously served on the
boards of Boston Pharmaceuticals, Axcella Health, Macrolide/Zikani Therapeutics,
Alladapt Immunotherapeutics, Auregen Biotherapeutics, Corium, Inc and Innocoll
Biotherapeutics. Mr. Viehbacher plans to step down from most of these positions
in the near term. Mr. Viehbacher holds a B. Comm from Queen's University
(Kingston, Ontario) and qualified as a Chartered Accountant.
Under the terms of the employment agreement between Mr. Viehbacher and Biogen,
Mr. Viehbacher will receive an annualized base salary of $1,600,000 and will be
eligible to participate in the Company's management incentive plan and receive a
bonus with an annual target of 150% of salary. He will receive initial equity
grants consisting of (i) stock options with a grant date value of $11,200,000,
eligible to vest in annual installments over three years, and (ii) performance
stock units ("PSUs") with a grant date target value of $16,800,000, eligible to
vest following a three-year cliff performance period. The PSUs will be eligible
to be earned (i) $8,400,000 (i.e., 50%) based on achievement of absolute stock
price compound annual growth rate goals ("Absolute CAGR PSUs") and (ii)
$8,400,000 (i.e., 50%) based on achievement of relative total shareholder return
goals ("Relative TSR PSUs"), with each of the Absolute CAGR PSUs and Relative
PSUs independently eligible to be earned at between 0% and 200% of target.
Mr. Viehbacher agreed to purchase at least $2,000,000 of Biogen stock. Following
such purchase, he will receive a restricted stock unit ("RSU") grant of
$2,000,000 which will be eligible to vest three years from the grant date.
Mr. Viehbacher will not be eligible to receive any further annual grants until
2024.
If Mr. Viehbacher is terminated without cause or resigns due to good reason, he
will be eligible for severance benefits consisting of (i) a lump-sum cash
payment equal to one and one-half (1.5) times salary plus target bonus, (ii) a
pro-rated target bonus for the year of termination, (iii) 18 months of health
benefits, (iv) 12 months of outplacement services and (v) pro rata vesting of
the initial equity awards described above (with PSUs remaining subject to
achievement of performance goals). If such qualifying termination occurs in
connection with a change in control, (i) the cash severance will be increased to
two (2) times salary plus target bonus and (ii) the initial equity awards will
100% vest (with PSUs remaining subject to achievement of performance goals).
The above summary is not complete and is qualified in its entirety by the
employment agreement, a copy of which is being attached as Exhibit 10.1 and
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 10, 2022, Biogen issued a press release announcing the appointment
of Mr. Viehbacher as President and CEO of Biogen effective as of November 14,
2022 and the departure of Mr. Vounatsos. A copy of the press release is being
furnished as Exhibit 99.1 and incorporated herein by reference.
The press release being furnished in this Item 7.01 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that Section,
nor shall such document be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 listed on the Exhibit Index below is furnished as part of this
Current Report on Form 8-K.
Exhibit
No. Exhibit Description
10.1 Employment Agreement, dated November 10, 2022, by and between Biogen
Inc. and Christopher A. Viehbacher
99.1 Biogen's press release dated November 10, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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