8-KLeadership ChangesRegulation FDExhibits & Filings

BIOGEN INC. 8-K Report, Executive Changes (Nov 21, 2017)

Filed November 21, 2017For Securities:BIIB

Summary

Biogen Inc. (BIIB) announced a significant leadership change in its finance department via an 8-K filing on November 21, 2017. The company has appointed Jeffrey D. Capello as its new Executive Vice President and Chief Financial Officer, effective December 11, 2017. This appointment marks a transition for Gregory F. Covino, who will step down as interim Principal Financial Officer. Mr. Capello brings a wealth of experience from various leadership roles at prominent companies, including Boston Scientific and PerkinElmer, and has a strong background in finance, strategy, and business development. Investors should note the comprehensive compensation package offered to Mr. Capello, which includes a base salary of $750,000, a potential annual bonus target of 70%, a $520,000 sign-on bonus with specific recoupment terms, and substantial equity awards. The equity awards consist of performance stock units and market stock units valued at $1.5 million each, with vesting tied to company performance and stock price appreciation. Furthermore, Biogen has outlined severance provisions under its executive plan, which include payments and benefits in case of termination without cause or following a change in control.

Key Highlights

  • 1Appointment of Jeffrey D. Capello as Executive Vice President and Chief Financial Officer, effective December 11, 2017.
  • 2Gregory F. Covino to step down as interim Principal Financial Officer.
  • 3Mr. Capello's extensive financial leadership background at companies like Boston Scientific and PerkinElmer.
  • 4Base salary of $750,000 for the new CFO.
  • 5Potential target annual bonus of 70% of base salary starting in 2018.
  • 6A one-time sign-on bonus of $520,000, subject to recoupment based on tenure.
  • 7Significant equity awards totaling $3 million ($1.5M performance stock units, $1.5M market stock units) with performance-based vesting.

Frequently Asked Questions

Jeffrey D. Capello has been appointed as the new Executive Vice President and Chief Financial Officer of Biogen Inc. His appointment is effective as of December 11, 2017.

Mr. Capello will receive a base salary of $750,000, a target annual bonus of 70% of his base salary starting in 2018, a $520,000 sign-on bonus (with specific recoupment clauses), and equity awards valued at $3 million in total (performance stock units and market stock units).

Gregory F. Covino, the current Vice President, Finance, Chief Accounting Officer, and interim Principal Financial Officer, will step down from his role as interim Principal Financial Officer effective December 11, 2017.

Mr. Capello is eligible for severance under Biogen's executive plan, which includes a lump sum payment of 12-21 months of base salary and target bonus for termination without cause. In the event of a termination without cause (or certain other events) within two years following a corporate change of control, he would be entitled to a lump sum severance payment equal to two times his then-annual base salary plus target annual bonus.