8-KLeadership ChangesRegulation FDExhibits & Filings

BIOGEN INC. 8-K Report, Executive Changes (Jul 22, 2020)

Filed July 22, 2020For Securities:BIIB

Summary

Biogen Inc. (BIIB) has announced a significant leadership change in its finance department through an 8-K filing on July 22, 2020. Effective August 15, 2020, Michael R. McDonnell will assume the role of Executive Vice President and Chief Financial Officer (CFO). This appointment marks a transition from the current CFO, Jeffrey D. Capello, who will remain with the company until September 15, 2020, to ensure a smooth handover. Mr. McDonnell brings extensive financial leadership experience, having previously served as CFO for IQVIA Holdings Inc. and Intelsat, among other senior financial roles. His compensation package includes a substantial base salary, a target annual bonus, a significant sign-on bonus with clawback provisions, and substantial equity awards, including restricted stock units and performance-based market stock units. The company has also outlined severance benefits for Mr. McDonnell under its existing executive severance plan, which includes provisions for termination under various circumstances and potential change-in-control scenarios.

Key Highlights

  • 1Biogen appoints Michael R. McDonnell as new Executive Vice President and Chief Financial Officer, effective August 15, 2020.
  • 2Current CFO, Jeffrey D. Capello, will step down on August 15, 2020, and stay until September 15, 2020, for transition.
  • 3McDonnell has a strong background, including prior CFO roles at IQVIA Holdings Inc. and Intelsat.
  • 4McDonnell's compensation includes an $850,000 base salary, a 75% target bonus, and a $1,000,000 sign-on bonus with a three-year recoupment clause.
  • 5Significant long-term incentive grants are provided, including $2,250,000 in restricted stock units and $2,250,000 in market stock units, with specific vesting and performance conditions.
  • 6Severance benefits for McDonnell are detailed, including provisions for involuntary termination and potential change-in-control events.
  • 7The announcement was made via a press release filed as an exhibit to the 8-K.

Frequently Asked Questions

The primary reason for this 8-K filing is to announce the appointment of a new Executive Vice President and Chief Financial Officer, Michael R. McDonnell, and the subsequent departure of the current CFO, Jeffrey D. Capello.

Mr. McDonnell's compensation includes a base salary of $850,000, eligibility for an annual bonus with a target of 75% of his base salary, a $1,000,000 sign-on bonus (subject to recoupment), and significant equity awards. For 2021, his target long-term incentive grant value is $2,900,000, with specific awards of restricted stock units and market stock units.

The $1,000,000 sign-on bonus is subject to recoupment by Biogen. 100% is subject to recoupment if employment terminates within the first year, 70% within the second year, and 35% within the third year.

Mr. McDonnell is eligible for severance under the company's executive severance plan. This includes a lump sum payment upon termination other than for cause (minimum 12 months' salary and bonus, up to 21 months) and an enhanced severance package (two times base salary plus target bonus) if terminated within two years following a corporate transaction or change in control.