prer14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
Biogen Idec Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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PRELIMINARY
PROXY STATEMENT, SUBJECT TO COMPLETION
Biogen
Idec Inc.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE
HELD ON
[ ],
2009
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders
of Biogen Idec Inc., a Delaware corporation, will be held at
9:00 a.m., local time, on [ ],
[ ], 2009 at
[ ] for the following purposes:
1. To elect four of the nominees identified in this Proxy
Statement to our Board of Directors to serve for a three-year
term ending at the annual meeting of stockholders in 2012. Our
Board of Directors nominees are Lawrence C. Best, Alan B.
Glassberg, Robert W. Pangia and William D. Young.
2. To ratify the selection of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the fiscal
year ending December 31, 2009.
3. To approve amendments to our bylaws to change the voting
standard for the election of directors in uncontested elections
from a plurality standard to a majority standard.
4. To vote on a proposal from certain entities affiliated
with Carl C. Icahn (the Icahn Entities) to amend our
bylaws to fix the size of the Board of Directors at 13 members
and remove the Boards ability to change the size of the
Board (the Icahn Bylaw Proposal).
5. To vote on a proposal from the Icahn Entities requesting
that our Board of Directors take the necessary steps to propose
for stockholder approval that we reincorporate from Delaware to
North Dakota and elect to be subject to the North Dakota
Publicly Traded Corporations Act (the Icahn North Dakota
Proposal, together with the Icahn Bylaw Proposal, the
Icahn Proposals).
6. To transact such other business as may be properly
brought before the meeting and any adjournments.
Only Biogen Idec stockholders of record at the close of business
on [ ], 2009 will be entitled to
vote at the meeting.
Your vote is extremely important regardless of the number of
shares you own. Whether or not you expect to attend the meeting
in person, we urge you to vote as promptly as possible by
telephone or by Internet by following the instructions on the
WHITE proxy card or by signing, dating and returning the
enclosed WHITE proxy card in the postage-paid envelope
provided. If you are a beneficial owner or you hold your shares
in street name, please follow the voting
instructions provided by your bank, broker or other nominee.
Please note that the Icahn Entities have provided notice that
they intend to nominate their own slate of four nominees for
election as directors, submit the Icahn Proposals and solicit
proxies for use at the annual meeting of stockholders to vote in
favor of their own slate in opposition to Item 1 above and
in favor of the Icahn Proposals. We do not believe this is in
your best interest. You may receive proxy solicitation materials
from the Icahn Entities, including an opposition proxy statement
and proxy card. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE BOARDS NOMINEES USING THE
ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN OR
VOTE ANY PROXY CARD SENT TO YOU BY THE ICAHN ENTITIES. Even
if you have previously signed a proxy card sent by the Icahn
Entities, you have the right to change your vote by telephone or
by Internet by following the instructions on the WHITE
proxy card or by signing, dating and returning the enclosed
WHITE proxy card in the postage-paid envelope provided.
Only the latest dated proxy card you vote will be counted. We
urge you to disregard any proxy card sent to you by the Icahn
Entities.
If you have any questions or require any assistance with voting
your shares, please contact:
INNISFREE
M&A INCORPORATED
STOCKHOLDERS CALL TOLL FREE:
877-750-5836
BANKS AND BROKERS CALL COLLECT:
212-750-5833
BY ORDER OF OUR BOARD OF DIRECTORS
Susan H. Alexander
Secretary
Cambridge, Massachusetts
[DATE]
TABLE OF
CONTENTS
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A-1
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APPENDIX B INFORMATION CONCERNING PARTICIPANTS
IN THE COMPANYS SOLICITATION OF PROXIES
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B-1
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Biogen
Idec Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
[ ],
2009
AT 9:00 A.M., LOCAL TIME
GENERAL
INFORMATION ABOUT THE MEETING AND VOTING
We are sending you this Proxy Statement and the accompanying
proxy card because the Board of Directors of Biogen Idec Inc.
(Biogen Idec or the Company) is
soliciting your proxy to vote at our 2009 annual meeting of
stockholders (the Annual Meeting) to be held at
[ ] on
[ ], 2009 at 9:00 a.m., local
time. This Proxy Statement, along with the accompanying Notice
of Annual Meeting of Stockholders, summarizes the purposes of
the Annual Meeting and the information that you need to know to
vote at the Annual Meeting.
Our 2008 Annual Report is being mailed with this Proxy
Statement. The Notice of Annual Meeting, this Proxy Statement
and our 2008 Annual Report are available online at
http://investor.biogenidec.com.
The Company has received notice from certain entities affiliated
with Carl C. Icahn, namely, Icahn Partners LP, Icahn Partners
Master Fund LP, Icahn Partners Master Fund II LP,
Icahn Partners Master Fund III LP and High River Limited
Partnership (collectively, the Icahn Entities) of
their intention to nominate Alexander J. Denner, Richard C.
Mulligan, Thomas F. Deuel and David Sidransky (collectively, the
Icahn Nominees) for election to the Companys
Board of Directors at the Annual Meeting. The Icahn Entities
have also indicated their intention to submit two proposals at
the Annual Meeting (the Icahn Proposals). The first
Icahn Proposal (the Icahn Bylaw Proposal) is to
amend the Second Amended and Restated Bylaws of Biogen Idec (the
Bylaws) in order to fix the number of directors at
13 and eliminate the power of the Board of Directors to fix the
number of directors, as more fully described on page 19.
The second Icahn Proposal (the Icahn North Dakota
Proposal) is to request that the Board of Directors of
Biogen Idec take the necessary steps to propose for stockholder
approval that the Company reincorporate from Delaware to North
Dakota and elect to be subject to the North Dakota Publicly
Traded Corporations Act (the North Dakota Law), as
more fully described beginning on page 20.
The Icahn Nominees have NOT been endorsed by our Board of
Directors. We urge stockholders NOT to vote any proxy card that
you may receive from the Icahn Entities. Our Board of Directors
urges you to vote FOR our nominees for director, Lawrence C.
Best, Alan B. Glassberg, Robert W. Pangia and William D. Young.
We are not responsible for the accuracy of any information
provided by or relating to the Icahn Entities contained in any
proxy solicitation materials filed or disseminated by, or on
behalf of, the Icahn Entities or any other statements that the
Icahn Entities may otherwise make. The Icahn Entities choose
which stockholders receive their proxy solicitation materials.
Who can
vote?
Each share of our common stock that you own as of the close of
business on the record date of [ ],
2009 (the Record Date) entitles you to one vote on
each matter to be voted upon at the Annual Meeting. As of the
Record Date, [ ] shares of
common stock were outstanding and entitled to vote. We are
mailing this Proxy Statement and the accompanying WHITE
proxy card on or about [ ],
2009 to all stockholders of record as of the Record Date,
entitled to notice of and to vote at the Annual Meeting. For
10 days prior to the Annual Meeting, a list of stockholders
entitled to vote will be available for inspection at our
executive offices located at 10 Cambridge Center, Cambridge,
Massachusetts 02142. If you would like to review the list,
please call our Investor Relations department at
(617) 679-2812.
Please note that attendance at the Annual Meeting will be
limited to stockholders of Biogen Idec as of the Record Date (or
their authorized representatives). If your shares are held by a
bank, broker or other nominee, please bring to the Annual
Meeting your bank or broker statement evidencing your beneficial
ownership of Biogen Idec stock to gain admission to the Annual
Meeting. Stockholders who plan to attend the Annual Meeting must
present valid photo identification. Stockholders of record will
be verified against an official list available at the
registration area. The
1
Company reserves the right to deny admittance to anyone who
cannot adequately show proof of share ownership as of the Record
Date.
Shares represented by valid proxies, received in time for the
Annual Meeting and not revoked prior to the Annual Meeting, will
be voted at the Annual Meeting. You can revoke your proxy and
change your vote in the manner described on page 3 (under
How can I change my vote?).
How do
proxies work?
Our Board of Directors is asking for your proxy. Giving us your
proxy means that you authorize us to vote your shares at the
Annual Meeting in the manner you direct when you vote by
telephone or by Internet by following the instructions on the
WHITE proxy card or by signing, dating and returning the
enclosed WHITE proxy card in the postage-paid envelope
provided. You may vote for all, some, or none of our director
nominees. You may also vote for or against the other item(s) or
abstain from voting. If you sign and return the enclosed
WHITE proxy card but do not specify how to vote, we will
vote your shares in favor of our director nominees, for the
ratification of the selection of PricewaterhouseCoopers LLP as
our independent registered public accounting firm, for the
amendments to our Bylaws to change the voting standard for the
election of directors in uncontested elections from a plurality
standard to a majority standard, against the Icahn Bylaw
Proposal and against the Icahn North Dakota Proposal.
If your shares are held through a bank, broker or other nominee,
please follow the instructions provided by your bank, broker or
other nominee.
How do I
vote?
It is important that your shares are represented at the Annual
Meeting, whether or not you attend the Annual Meeting in person.
To make sure that your shares are represented, we urge you to
vote as promptly as possible by telephone or by Internet by
following the instructions on the WHITE proxy card or by
signing, dating and returning the enclosed WHITE proxy
card in the postage-paid envelope provided.
If you are a registered stockholder (also called a
record holder), there are four ways to vote:
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By calling the toll-free telephone number indicated on your
WHITE proxy card. Easy-to-follow voice prompts allow you
to vote your shares and confirm that your instructions have been
properly recorded;
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By going to the Internet website indicated on your WHITE
proxy card. As with telephone voting, you can confirm that
your instructions have been properly recorded;
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By signing, dating and returning the accompanying WHITE
proxy card in the postage-paid envelope provided; or
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By written ballot at the Annual Meeting. To obtain directions to
attend the Annual Meeting, please contact our Investor Relations
department at
(617) 679-2812.
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If your shares are held in a brokerage account in your
brokers name (this is called street name),
please follow the voting instructions provided by your bank,
broker or other nominee. In most cases, you may submit voting
instructions by telephone or by Internet to your bank, broker or
other nominee, or you can sign, date and return a WHITE
voting instruction form to your bank, broker or other
nominee. If you provide specific voting instructions by
telephone, by Internet or by mail, your bank, broker or other
nominee must vote your shares as you have directed.
At the Annual Meeting, we will pass out ballots to anyone who
wishes to vote in person. If you hold your shares in
street name, you must request a legal proxy from
your bank, broker or other nominee to vote by ballot at the
Annual Meeting.
2
What
should I do if I receive a proxy card from the Icahn
Entities?
The Icahn Entities have provided notice that they intend to
nominate their own slate of four nominees for election as
directors, submit the Icahn Proposals and solicit proxies for
use at the Annual Meeting to vote in favor of their own slate in
opposition to Item 1 above and in favor of the Icahn
Proposals. You may receive proxy solicitation materials from the
Icahn Entities, including an opposition proxy statement and
proxy card. OUR BOARD OF DIRECTORS URGES YOU NOT TO SIGN OR
RETURN ANY PROXY CARD SENT TO YOU BY THE ICAHN ENTITIES.
Even if you have previously signed a proxy card sent by the
Icahn Entities, you have the right to change your vote by
telephone or by Internet by following the instructions on the
WHITE proxy card or by signing, dating and returning the
enclosed WHITE proxy card in the postage-paid envelope
provided. Only the latest dated proxy card you vote will be
counted. We urge you to disregard any proxy card sent to you by
the Icahn Entities.
What does
it mean if I receive more than one proxy card?
If you hold your shares in more than one account, you will
receive a WHITE proxy card for each account. To ensure
that all of your shares are voted, please use the WHITE
proxy card to vote by telephone or by Internet or sign, date
and return a WHITE proxy card for each account.
As previously noted, the Icahn Entities have provided notice
that they intend to nominate their own slate of four nominees
for election as directors at the Annual Meeting, submit the
Icahn Proposals and solicit proxies for use at the Annual
Meeting to vote in favor of their own slate in opposition to
Item 1 above and in favor of the Icahn Proposals. As a
result, you may receive proxy cards from both the Icahn Entities
and Biogen Idec. To ensure stockholders have Biogen Idecs
latest proxy information and materials to vote, our Board of
Directors expects to conduct multiple mailings prior to the date
of the Annual Meeting, each of which will include a WHITE
proxy card regardless of whether or not you have previously
voted. Only the latest dated proxy card you vote will be counted.
OUR BOARD OF DIRECTORS URGES YOU NOT TO SIGN OR RETURN ANY
PROXY CARD SENT TO YOU BY THE ICAHN ENTITIES. Even if you
have previously signed a proxy card sent by the Icahn Entities,
you have the right to change your vote by re-voting by telephone
or by Internet or by signing, dating and returning the enclosed
WHITE proxy card in the postage-paid envelope provided. A
later dated proxy submitted to the Icahn Entities would also
revoke a prior proxy granted to the Company. Only the latest
dated proxy card you vote will be counted. We urge you to
disregard any proxy card sent to you by the Icahn Entities.
Who
should I call if I have any questions?
If you have any questions, or need assistance voting, please
contact our proxy solicitor:
Innisfree
M&A Incorporated
Stockholders Call Toll Free:
877-750-5836
Banks and Brokers Call Collect:
212-750-5833
How can I
change my vote?
You may revoke your proxy and change your vote at any time
before the Annual Meeting. You may do this by:
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Re-voting by telephone or by Internet as instructed above. Only
your latest telephone or Internet vote will be counted.
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Signing and dating a new proxy card or voting instruction form
and submitting it as instructed above. Only your latest proxy
card or voting instruction form will be counted.
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If your shares are registered in your name, delivering timely
written notice of revocation to the Secretary, Biogen Idec Inc.,
14 Cambridge Center, Cambridge, Massachusetts 02142.
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Attending the Annual Meeting in person and voting in person.
Attending the Annual Meeting in person will not in and of itself
revoke a previously submitted proxy unless you specifically
request it.
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Only your latest vote, in whatever form, will be counted.
3
What is a
broker non-vote?
Under the rules that govern brokers who have record ownership of
shares that they hold in street name for their
clients who are the beneficial owners of the shares, brokers
have the discretion to vote such shares on discretionary, or
routine, matters but not on non-discretionary, or non-routine,
matters. Broker non-votes generally occur when shares held by a
broker nominee for a beneficial owner are not voted with respect
to a proposal because the broker nominee has not received voting
instructions from the beneficial owner and lacks discretionary
authority to vote the shares. Brokers normally have discretion
to vote on routine matters, such as uncontested director
elections and ratification of independent registered public
accounting firms, but not on non-routine matters, such as
contested director elections or stockholder proposals (i.e.
the Icahn Proposals). For brokerage accounts that are sent
proxy materials by the Icahn Entities, all items on the proxy
card will be considered non-routine matters. Thus, if you hold
your shares in street name and the Icahn Entities
provide you with proxy solicitation materials through your
broker, your broker will not be able to vote your shares unless
you provide instructions as to how your shares are to be voted.
We urge you to provide instructions to your broker so that your
votes may be counted on these important matters. You should vote
your shares by following the instructions provided on the
WHITE voting instruction form and returning your WHITE
voting instruction form to your broker to ensure that your
shares are voted on your behalf.
Will my
shares be counted if I do not vote?
If you are a record holder and do not vote by telephone or by
Internet or by signing and returning a proxy card, your shares
will not be voted.
If you are the beneficial owner of shares held in street
name by a bank, broker or other nominee, as the record
holder of the shares, your bank, broker or other nominee is
required to vote those shares in accordance with your
instructions. We urge you to provide instructions to your bank,
broker or other nominee so that your votes may be counted on
these important matters. You should vote your shares by
following the instructions provided on the WHITE voting
instruction form and returning your WHITE voting
instruction form to your bank, broker or other nominee to ensure
that your shares are voted on your behalf.
If you do not give instructions to your broker, your broker will
be entitled to vote your shares with respect to
discretionary items but will not be permitted to
vote your shares with respect to non-discretionary
items (those shares are treated as broker
non-votes). For those brokerage accounts not solicited by
the Icahn Entities, Proposals 1, 2 and 3 are
discretionary items and Proposals 4 and 5 are
non-discretionary items. For those brokerage
accounts solicited by the Icahn Entities, all items on the
agenda will be considered non-discretionary items.
Thus, if you hold your shares in street name and the
Icahn Entities provide you with proxy solicitation materials
through your broker, your broker will not be able to vote your
shares unless you provide instructions as to how your shares are
to be voted. We urge you to provide instructions to your broker
so that your votes may be counted on these important matters.
You should vote your shares by following the instructions
provided on the WHITE voting instruction form and
returning your WHITE voting instruction form to your
bank, broker or other nominee to ensure that your shares are
voted on your behalf.
How many
shares must be present to hold the Annual Meeting?
A majority of our outstanding shares of common stock as of the
Record Date must be present at the Annual Meeting to hold the
Annual Meeting and conduct business. This is called a quorum.
Shares voted in the manner described above (under How do I
vote?) will be counted as present at the Annual Meeting.
Shares that are present and entitled to vote on one or more of
the matters to be voted upon are counted as present for
establishing a quorum.
If a quorum is not present, we expect that the Annual Meeting
will be adjourned until we obtain a quorum.
What vote
is required to approve each matter and how are votes
counted?
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Election of Directors. The four nominees for
director receiving the highest number of votes FOR election will
be elected as directors. This is called a plurality. Abstentions
and broker non-votes, if any, are not counted for purposes of
electing directors and will have no effect on the results of
this vote. You may vote
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either FOR all of the nominees, WITHHOLD your vote from all of
the nominees or WITHHOLD your vote from any one or more of the
nominees. Votes that are withheld will not be included in the
vote tally for the election of directors.
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Ratification of PricewaterhouseCoopers LLP as our Independent
Registered Public Accounting Firm. The
affirmative vote of a majority of shares present in person or
represented by proxy at the Annual Meeting and entitled to vote
on the proposal is required to ratify PricewaterhouseCoopers LLP
as our independent registered public accounting firm for 2009.
Abstentions will have the effect of votes against this proposal.
Broker non-votes, if any, will have no effect on the results of
this vote. We are not required to obtain the approval of our
stockholders to select our independent registered public
accounting firm. However, if our stockholders do not ratify the
selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for 2009, the Finance and
Audit Committee of our Board of Directors will reconsider its
selection.
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Approval of Bylaw Amendments to Implement Majority Voting in
Uncontested Director Elections. The affirmative
vote of the holders of a majority of the stock issued and
outstanding and entitled to vote at the Annual Meeting is
required to approve amendments to the Companys Bylaws to
change the voting standard for the election of directors in
uncontested elections from a plurality standard to a majority
standard. Abstentions and broker non-votes, if any, will have
the effect of votes against this proposal.
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The Icahn Bylaw Proposal. The affirmative vote
of the holders of a majority of the stock issued and outstanding
and entitled to vote at the Annual Meeting is required to
approve the Icahn Bylaw Proposal. Abstentions and broker
non-votes, if any, will have the effect of votes against this
proposal.
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The Icahn North Dakota Proposal. The
affirmative vote of a majority of shares present in person or
represented by proxy at the Annual Meeting and entitled to vote
on the proposal is required to approve the Icahn North Dakota
Proposal. Abstentions will have the effect of votes against this
proposal. Broker non-votes, if any, will have no effect on the
results of this vote. Because the Icahn North Dakota Proposal
presents a non-binding resolution, we will not be required to
take the requested action if the proposal is approved, although
our Board of Directors will reevaluate its recommendation
concerning the proposal if it is approved.
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Are there
other matters to be voted on at the Annual Meeting?
We do not know of any other matters that may come before the
Annual Meeting. If any other matters are properly presented to
the Annual Meeting, the persons named in the accompanying proxy
card intend to vote, or otherwise act, in accordance with their
judgment.
Where do
I find the voting results of the Annual Meeting?
We will publish final voting results in our Quarterly Report on
Form 10-Q
for the
[ ]
quarter of 2009, which we plan to file with the Securities and
Exchange Commission (the SEC) by
[ ],
2009. You may request a copy of the
Form 10-Q
by writing to Investor Relations, Biogen Idec Inc., 14 Cambridge
Center, Cambridge, Massachusetts 02142. You will also be able to
find a copy on the Internet through the SECs electronic
data system called EDGAR at www.sec.gov or through the
Investor Relations section of our website at
www.biogenidec.com.
Important Notice Regarding the Availability of Proxy
Materials for Annual Meeting of Stockholders To Be Held at
9:00 a.m., local time, on [ ], 2009:
The Notice of Annual Meeting, this Proxy Statement and our
2008 Annual Report are available online at
http://investor.biogenidec.com.
5
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board of Directors currently consists of 13 members, divided
into two classes of four and one class of five, each serving
staggered three-year terms, as follows:
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Class 1 directors (terms expire in 2010)
Marijn E. Dekkers, Nancy L. Leaming, James C. Mullen, Brian S.
Posner and Bruce R. Ross (Chairman).
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Class 2 directors (terms expire in 2011)
Stelios Papadopoulos, Cecil B. Pickett, Lynn Schenk and Phillip
A. Sharp.
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Class 3 directors (terms expire at this
meeting) Lawrence C. Best, Alan B. Glassberg, Robert
W. Pangia and William D. Young.
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The terms of our Class 3 directors expire at this
Annual Meeting. If re-elected, Messrs. Best, Pangia and
Young and Dr. Glassberg will hold office until the annual
meeting of stockholders in 2012 and until their successors are
duly elected and qualified unless they resign or are removed.
If any of our nominees is unable to serve or for good cause will
not serve on our Board of Directors, the shares represented by
the enclosed WHITE proxy card will be voted for the
election of such other person as may be nominated by our Board
of Directors. In addition, in full compliance with all
applicable state and federal laws and regulations, we will file
an amended proxy statement and proxy card that, as applicable,
(1) identifies the alternate nominee(s), (2) discloses
that such nominees have consented to being named in the revised
proxy statement and to serve if elected and (3) includes
the disclosure required by Item 7 of Schedule 14A with
respect to such nominees. We know of no reason why any nominee
would be unable or for good cause unwilling to accept nomination
or election. All nominees have consented to be named in this
Proxy Statement and to serve if elected.
As described in detail below, our nominees have considerable
professional and business expertise. The recommendation of our
Board of Directors is based on its carefully considered judgment
that the experience, record and qualifications of our nominees
make them the best candidates to serve on our Board of Directors.
OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF LAWRENCE C.
BEST, ALAN B. GLASSBERG, ROBERT W. PANGIA AND WILLIAM D.
YOUNG.
Information
about our Directors
Prior to the merger with Biogen, Inc. in November 2003 (the
Merger), we were known as IDEC Pharmaceuticals
Corporation. References to our or us in
the following biographical descriptions include Biogen Idec and
the former IDEC Pharmaceuticals Corporation.
Information
about our Nominees for Election as
Class 3 Directors Terms Expire in
2009
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Lawrence C. Best
(age 59)
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Mr. Best is Chairman and Founder of OXO Capital LLC, a
privately-held investment company. Mr. Best was formerly the
Chief Financial Officer of Boston Scientific Corporation, a
medical device company, from 1992 until June 2007, and retired
in July 2007 as an Executive Vice President. From 1981 to 1992,
Mr. Best served as Senior Partner with Ernst & Young. From
1979 to 1981, Mr. Best served as a Professional Accounting
Fellow in the Office of the Chief Accountant at the SEC.
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Mr. Best has served as one of our directors since the Merger and
served as a director of Biogen, Inc. from February 2003 until
the Merger. He is also a director of Haemonetics Corporation, a
provider of blood processing products and services.
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Alan B. Glassberg, M.D. (age 72)
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Dr. Glassberg is a venture partner and member of the
Scientific Advisory Board of Bay City Capital, a firm which
manages investment funds in the life sciences industry.
Dr. Glassberg has been associated with Bay City Capital
since August 2006. Dr. Glassberg served as Chief Medical
Officer of Poniard Pharmaceuticals, Inc., a biopharmaceutical
company, from July 2006 to March 2007, and currently serves as a
consultant to Poniard Pharmaceuticals and as a member of its
Clinical Advisory Board. Dr. Glassberg retired from the
University of California San Francisco in June 2006, where
he had served in various capacities since 1970, including as
Associate Director of Clinical Care, from 1997 to June 2006, and
Director of General Oncology, from 1994 to 1996, at the
University of California San Francisco Comprehensive Cancer
Center.
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Dr. Glassberg has served as one of our directors since 1997.
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Robert W. Pangia
(age 57)
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Mr. Pangia is a partner in Ivy Capital Partners, LLC, the
general partner of Ivy Healthcare Capital, L.P., a private
equity fund specializing in healthcare investments, a position
he has held since February 2003. In October 2007 he became Chief
Executive Officer of Highlands Acquisition Corp., an AMEX-traded
special purpose acquisition company. From 1996 to February 2003,
he was self-employed as an investment banker. From 1987 to 1996,
Mr. Pangia held various senior management positions at
PaineWebber, including Executive Vice President and Director of
Investment Banking for PaineWebber Incorporated of New York,
member of the board of directors of PaineWebber, Inc., Chairman
of the board of directors of PaineWebber Properties, Inc., and
member of PaineWebbers executive and operating committees,
chair of its equity commitment committee and member of its debt
commitment committee.
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Mr. Pangia has served as one of our directors since 1997. He is
also a director of McAfee, Inc., a security technology company.
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William D. Young
(age 64)
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Mr. Young is Chairman and Chief Executive Officer of Monogram
Biosciences, Inc., a provider of molecular diagnostic products.
Mr. Young has served as Chief Executive Officer of Monogram
Biosciences since 1999 and Chairman of the Board since 1998.
From 1997 to 1999, he served as Chief Operating Officer of
Genentech, Inc. Mr. Young joined Genentech in 1980 as Director
of Manufacturing and Process Sciences and became Vice President
in 1983. He was promoted to various positions and in 1997 became
Chief Operating Officer taking on the responsibilities for all
development, operations, and sales and marketing activities.
Prior to joining Genentech, Mr. Young was with Eli Lilly &
Co. for 14 years.
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Mr. Young has served as one of our directors since 1997. He is
also a director of Monogram Biosciences, Inc. and Theravance,
Inc., a biopharmaceutical development company.
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Mr. Young was elected to the National Academy of Engineering in
1993 for his contributions to biotechnology and received an
Honorary Doctorate in Engineering from Purdue University in
2000.
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Class 1 Directors Terms expire in
2010
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Marijn E. Dekkers, Ph.D.
(age 51)
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Dr. Dekkers is President and Chief Executive Officer of
Thermo Fisher Scientific Inc., a provider of scientific
equipment and services, and has served in that position since
the merger of Thermo Electron Corporation and Fisher Scientific
International in November 2006. Prior to that merger,
Dr. Dekkers was President and Chief Executive Officer of
Thermo Electron Corporation, a position he had held since
November 2002. He served as President and Chief Operating
Officer of Thermo Electron Corporation from July 2000 to
November 2002. Prior to joining Thermo Electron Corporation,
Dr. Dekkers held various positions of increasing
responsibility at Honeywell International Inc. (formerly
AlliedSignal Inc.) and General Electric Company.
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Dr. Dekkers has served as one of our directors since May
2007. Dr. Dekkers is also a director of Thermo Fisher
Scientific.
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Nancy L. Leaming
(age 61)
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Ms. Leaming has been an independent consultant since June 2005
and was the Chief Executive Officer and President of the Tufts
Health Plan, a provider of healthcare insurance, from June 2003
to June 2005. Prior to being Chief Executive Officer, Ms.
Leaming served as Tufts Health Plans President and Chief
Operating Officer from 1997 to June 2003, Chief Operating
Officer from 1995 to 1997 and Chief Operating Officer/Chief
Financial Officer from 1986 to 1995.
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Ms. Leaming has served as one of our directors since January
2008. Ms. Leaming currently serves as Vice Chair of the Board of
the American Red Cross of Massachusetts Bay and as a director of
Hologic, Inc., a provider of diagnostic and surgical products,
Edgewater Technology, Inc., a technology management consulting
firm, and the Boston Chamber of Commerce.
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James C. Mullen
(age 50)
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Mr. Mullen is our Chief Executive Officer and President and has
served in these positions since the Merger. He was Chairman of
the Board and Chief Executive Officer of Biogen, Inc. until the
Merger. He was named Chairman of the Board of Biogen, Inc. in
July 2002, after being named Chief Executive Officer and
President of Biogen, Inc. in June 2000. Mr. Mullen joined
Biogen, Inc. in 1989 as Director, Facilities and Engineering. He
was named Biogen, Inc.s Vice President, Operations in
1992. From 1996 to 1999, Mr. Mullen served as Vice President,
International of Biogen, Inc., with responsibility for building
all Biogen, Inc. operations outside North America. From 1984 to
1988, Mr. Mullen held various positions at SmithKline Beckman
Corporation (now GlaxoSmithKline plc).
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Mr. Mullen has served as one of our directors since the Merger
and served as a director of Biogen, Inc. from 1999 until the
Merger. Mr. Mullen is a member of the board of directors and
executive committee of the Biotechnology Industry Organization
(BIO), and is a former chairman of BIO. He is also a director of
PerkinElmer, Inc., a health sciences and photonics company.
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Brian S. Posner
(age 47)
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Brian S. Posner is a private investor. From November 2005 to
March 2008, Mr. Posner served as Chief Executive Officer and
co-Chief Investment Officer of ClearBridge Advisors LLC, an
asset management company. Prior to joining ClearBridge
Advisors, Mr. Posner was a co-founder and the Managing Partner
of Hygrove Partners LLC, an alternative asset management company
formed in June 2000. He served as a portfolio manager and an
analyst at Fidelity Investments from 1987 to 1996. From 1997 to
1999, Mr. Posner was a senior executive at Warburg Pincus Asset
Management and its successor firm, Credit Suisse Asset
Management, where he held a number of roles including co-Chief
Investment Officer, portfolio manager and member of the
Executive Operating Committee.
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Mr. Posner has served as one of our directors since July 2008.
He is also a trustee at Northwestern University.
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Bruce R. Ross
(Chairman)
(age 68)
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Mr. Ross is President of Cancer Rx, a health care consulting
firm he founded in 1994. From 1994 to 1997, Mr. Ross was Chief
Executive Officer of the National Comprehensive Cancer Network,
an association of twenty of the largest cancer centers in the
United States. He previously held senior management positions
during a 27-year career at Bristol-Myers Squibb, including
Senior Vice President, Policy, Planning and Development,
Bristol-Myers Squibb Pharmaceutical Group and President,
Bristol-Myers Squibb U.S. Pharmaceutical Group.
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Mr. Ross has served as Chairman of the Board of Directors since
December 2005 and has served as one of our directors since 1997.
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Class 2 Directors Terms Expire in
2011
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Stelios Papadopoulos, Ph.D.
(age 60)
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Dr. Papadopoulos is Chairman of the Board of Exelixis, Inc., a
drug discovery and development company that he co-founded in
1994. Dr. Papadopoulos is a co-founder and member of the board
of directors of both Anadys Pharmaceuticals, Inc., a drug
discovery and development company, and Cellzome, Inc., a
privately held drug discovery company. He is also a member of
the board of directors of Regulus Therapeutics, Inc., Joule
Biotechnologies, Inc. and vice-chairman of the board of
directors of BG Medicine, Inc., all privately-held life sciences
companies. In the not-for-profit sector, Dr. Papadopoulos
is a co-founder and Chairman of Fondation Santé, a member
of the board of visitors of Duke University Medical Center and a
member of the board of directors of the National Marrow Donor
Program. Dr. Papadopoulos is also affiliated with New York
University Medical Center as an Adjunct Associate Professor of
Cell Biology.
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Previously, Dr. Papadopoulos was an investment banker with Cowen
& Co., LLC, focusing on the biotechnology and
pharmaceutical sectors, from April 2000 until his retirement as
Vice Chairman in August 2006. Prior to joining Cowen & Co.,
he spent 13 years as an investment banker at PaineWebber,
Inc., where he was most recently Chairman of PaineWebber
Development Corp., a PaineWebber subsidiary focusing on
biotechnology.
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Dr. Papadopoulos has served as one of our directors since
July 2008.
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Cecil B. Pickett, Ph.D.
(age 63)
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Dr. Pickett has served as our President, Research and
Development and as one of our directors since September 2006.
Prior to joining Biogen Idec, Dr. Pickett was Corporate
Senior Vice President of Schering-Plough Corporation, a
pharmaceutical company, and President of Schering-Plough
Research Institute, the pharmaceutical research unit of
Schering-Plough Corporation, from March 2002 to September 2006.
Prior to that, Dr. Pickett was Executive Vice President of
Discovery Research at Schering-Plough Corporation from 1993 to
March 2002.
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Dr. Pickett is a member of the Institute of Medicine of the
National Academy of Sciences and is a director of Zimmer
Holdings, Inc., an orthopedic device company.
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Lynn Schenk
(age 64)
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Ms. Schenk is an attorney and consultant in private practice
with extensive public policy and business experience. She
served as Chief of Staff to the Governor of California from 1999
to November 2003. She also served as a member of the
United States House of Representatives from 1993 to 1995,
representing Californias 49th District, and served as
the California Secretary of Business, Transportation and Housing
from 1980 to 1983.
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Ms. Schenk has served as one of our directors since 1995. She is
also a director of Sempra Energy, a Fortune 500 energy services
and development company, and a member of the board of the
California High Speed Rail Authority.
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Phillip A. Sharp, Ph.D. (age 64)
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Dr. Sharp is Institute Professor, the highest academic
rank, at the Massachusetts Institute of Technology, a position
he has held since 1999. He is also a faculty member in the
Department of Biology and the Koch Institute for Integrative
Cancer Research. Dr. Sharp was the founding Director of the
McGovern Institute for Brain Research at the Massachusetts
Institute of Technology and served in that position from
February 2000 to September 2004. From 1991 to 1999,
Dr. Sharp served as Head of the Department of Biology at
the Massachusetts Institute of Technology. From 1985 to 1991,
Dr. Sharp served as Director of the Koch Institute for
Integrative Cancer Research at the Massachusetts Institute of
Technology.
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Dr. Sharp has served as one of our directors since the
Merger, co-founded Biogen, Inc. in 1978, and served as a
director of Biogen, Inc. from 1982 until the Merger.
Dr. Sharp is also a director of Magen BioSciences, Inc., a
pharmaceutical development company focused on dermatological
disorders, and co-founder, director and Chairman of the
Scientific Advisory Board of Alnylam Pharmaceuticals, Inc., a
biopharmaceutical development company.
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Dr. Sharp is a Nobel Laureate and a recipient of the
National Medal of Science.
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Corporate
Governance
Corporate Governance Principles and Related
Documents. Our Corporate Governance Principles
are posted on www.biogenidec.com in the
Company section under Corporate
Governance. Also posted on www.biogenidec.com under
Corporate Governance are the charters of the
Compensation and Management Development, Corporate Governance,
Finance and Audit, and Transaction Committees of our Board of
Directors and our Finance and Audit Committee Practices which
describe the key practices utilized by the Finance and Audit
Committee in undertaking its functions and responsibilities.
Director
Independence
Board of Directors. Our Board of Directors has
determined that all of our directors and nominees for director,
other than Mr. Mullen, our Chief Executive Officer and
President, and Dr. Pickett, our President of Research and
Development, satisfy the independence requirements of The NASDAQ
Stock Market, Inc., or NASDAQ. Our independent directors also
included Thomas F. Keller, who retired from our Board of
Directors following our 2008 annual meeting of stockholders. In
determining that Dr. Dekkers is independent, our Board of
Directors considered that while Thermo Fisher Scientific is a
supplier to Biogen Idec, the volume of business between the two
companies amounts to less than 1% of the revenues of each
company, and Dr. Dekkers owns less than 1% of the stock of
Thermo Fisher Scientific. In determining that Dr. Glassberg
is independent, our Board of Directors considered the fact that
during 2006 Dr. Glassberg accepted a position as medical
director at a company that is a potential competitor of the
Company, but with which the Company has no transactions or
arrangements. In determining that Dr. Papadopoulos is
independent, our Board of Directors considered the fact that
Dr. Papadopoulos is a director and co-founder of three
companies that are potential competitors of the Company, but
with which the Company has no transactions or arrangements, and
that Dr. Papadopoulos is affiliated with three
organizations that received payments for services or charitable
contributions from Biogen Idec during the past three years that
amounted to less than $200,000 each year. In determining that
Dr. Sharp is independent, our Board of Directors evaluated
a September 2006 transaction involving a collaboration agreement
with Alnylam Pharmaceuticals, Inc. related to the discovery and
development of RNAi therapeutics for the potential treatment of
progressive multifocal leukoencephalopathy. Dr. Sharp is a
founder and director of Alnylam Pharmaceuticals, but he is not
an executive officer or significant stockholder. Dr. Sharp
did not participate in our Boards discussion and vote on
the Alnylam Pharmaceuticals agreement, nor was he involved in
the transaction on Alnylam Pharmaceuticals behalf.
Committees. The committees of our Board of
Directors consist solely of independent directors, as defined by
NASDAQ. The members of our Finance and Audit Committee also meet
the additional SEC and NASDAQ independence and experience
requirements applicable specifically to members of the Finance
and Audit Committee. Our Board has identified Ms. Leaming
and Mr. Best as our audit committee financial experts. In
addition, all of the members of our Compensation and Management
Development Committee are non-employee directors
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within the meaning of the rules of Section 16 of the
Securities Exchange Act of 1934, as amended (the
Securities Exchange Act), and outside
directors for purposes of Section 162(m) of the
Internal Revenue Code. The composition of the committees is set
forth below under Information about our Board of Directors
and its Committees Composition of Committees and
Information about Meetings.
Meetings of Independent Directors; Independent
Chairman. Independent directors are required to
meet without management present twice each year. Independent
directors may also meet without management present at such other
times as determined by our Chairman of the Board or if requested
by at least two other directors. Mr. Ross, who is not an
employee, has served as our Chairman of the Board since December
2005. In 2008, our independent directors met without management
present nine times. Our Chairman of the Board presides at such
meetings and performs such other functions as our Board of
Directors may direct, including advising on the selection of
committee chairs and advising management on the agenda of
meetings of our Board of Directors. In the absence of a
non-employee Chairman of the Board, the chair of our Corporate
Governance Committee performs the functions otherwise assigned
to the Chairman of the Board.
Information
about our Board of Directors and its Committees
Committees
Our Board of Directors has four standing committees: a
Compensation and Management Development Committee, a Corporate
Governance Committee (includes nominating functions), a Finance
and Audit Committee, and a Transaction Committee.
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Our Compensation and Management Development Committee assists
our Board of Directors with its overall responsibility relating
to compensation and management development, including
recommending the compensation of our Chief Executive Officer to
our Board of Directors for approval, approval of compensation
for our other executive officers, administration of our
equity-based compensation plans and oversight of our talent
management strategy and executive development programs
(including senior level succession plans), and, together with
our Corporate Governance Committee, recommending the
compensation of our independent directors and Chairman. The
report of the Compensation and Management Development Committee
appears on page 37 of this Proxy Statement.
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Our Corporate Governance Committee assists our Board of
Directors in assuring sound corporate governance practices,
identifying qualified individuals to consider for service on our
Board of Directors, recommending qualified nominees to our Board
of Directors and its committees, and, together with our
Compensation and Management Development Committee, recommending
the compensation of our independent directors and Chairman.
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Our Finance and Audit Committee assists our Board of Directors
in its oversight of the integrity of our financial statements,
compliance with legal and regulatory requirements, the
performance of our internal audit function and our accounting
and financial reporting processes. Our Finance and Audit
Committee has the sole authority and responsibility to select,
evaluate, compensate and replace our independent registered
public accounting firm. The report of the Finance and Audit
Committee appears on page 13 of this Proxy Statement.
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Our Transaction Committee assists our Board of Directors
by providing oversight of the Companys corporate
development, business development and new ventures transaction
activities and making recommendations to our Board of
Directors regarding transactions requiring action by our Board
of Directors.
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Composition
of Committees and Information about Meetings
The composition of the standing committees of our Board of
Directors as of April 1, 2009 and the number of times that
each committee met in 2008 are set forth in the following table:
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Committee
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Members
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Number of Meetings
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Compensation and
Management Development
Committee
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William D. Young (Chair)
Marijn E. Dekkers
Alan B. Glassberg
Lynn Schenk
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Corporate Governance
Committee
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Bruce R. Ross (Chair)
Alan B. Glassberg
Lynn Schenk
Phillip A. Sharp
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Finance and Audit
Committee
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Nancy L. Leaming (Chair)
Lawrence C. Best
Robert W. Pangia
Brian S. Posner
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Transaction Committee
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Robert W. Pangia (Chair)
Lawrence C. Best
Stelios Papadopoulos
Phillip A. Sharp
William D. Young
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Our Board of Directors met 23 times in 2008. No director
attended fewer than 75% of the total number of meetings of our
Board of Directors and the committees on which he or she served
during 2008.
Information
About our Nominating Processes
Our Corporate Governance Committee is responsible for leading
the search for individuals qualified to become members of our
Board of Directors, including the review of candidates
recommended by stockholders. Our Corporate Governance Committee
has the authority to retain a search firm to assist in
performing this role. Stockholders may recommend nominees for
consideration by our Corporate Governance Committee by
submitting the names and supporting information to: Biogen Idec
Inc., Attention: Corporate Secretary, 14 Cambridge Center,
Cambridge, Massachusetts 02142. Any such recommendation should
include at a minimum the name(s) and address(es) of the
stockholder(s) making the recommendation and appropriate
biographical information for the proposed nominee(s). Candidates
who are recommended by stockholders will be considered on the
same basis as candidates from other sources. For all potential
candidates, our Corporate Governance Committee will consider all
factors it deems relevant, including at a minimum those listed
under Director Qualification Standards on page 13.
Director nominations are recommended by our Corporate Governance
Committee to our Board of Directors and must be approved by a
majority of independent directors.
In addition, our Bylaws contain provisions that address the
process by which a stockholder may nominate an individual to
stand for election to our Board of Directors at an annual
meeting of stockholders. In order to nominate a director
candidate for election at our 2010 annual meeting of
stockholders, a stockholder must give timely notice in writing
to our Secretary at our principal executive offices and
otherwise comply with the provisions of our Bylaws. To be
timely, our Bylaws provide that we must have received a
stockholders notice not less than 90 days and not
more than 120 days in advance of the anniversary of the
date our proxy statement was released to the stockholders in
connection with the previous years annual meeting of
stockholders. However, in the event that no annual meeting of
stockholders was held in the previous year or the date of the
annual meeting of stockholders has been changed by more than
30 days from the date contemplated at the time of the
previous years proxy statement, we must receive a
stockholders notice not earlier than the close of business
on the one hundred twentieth (120th) day prior to such annual
meeting of stockholders and not later than the close of business
on the later of (i) the 90th day prior to such annual
meeting of stockholders and (ii) the 10th day
following the day on which public announcement of the date of
such annual meeting of stockholders is first made. Information
required by the Bylaws to be in the notice includes, among other
things, the name, contact information and security ownership
information
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for the candidate and the person making the nomination, any
voting commitment by the candidate, whether the person making
the nomination is part of a group that intends to deliver a
proxy statement or solicit proxies, and other information about
the nominee that must be disclosed in proxy solicitations under
Section 14 of the Securities Exchange Act and the related
rules and regulations under that Section. Our Corporate
Governance Committee may also require any proposed nominee to
furnish such other information as may be reasonably required to
determine the eligibility of such proposed nominee to serve as
our director.
Director
Qualification Standards
Our directors should possess the highest personal and
professional ethics and integrity, understand and be aligned
with our core values, and be committed to representing the
long-term interests of our stockholders. Our directors must also
be inquisitive and objective and have practical wisdom and
mature judgment. We endeavor to have a Board of Directors
representing diverse experience at strategic and policy-making
levels in business, government, education, healthcare, science
and technology, and the international marketplace.
Our directors must be willing to devote sufficient time to
carrying out their duties and responsibilities effectively, and
should be committed to serving on our Board of Directors for an
extended period of time.
We ask directors who also serve in full-time positions with
another company not to serve on more than two boards of public
companies in addition to our Board of Directors (excluding their
own company) and other directors not to serve on more than six
boards of public companies in addition to ours.
Our Board of Directors does not believe that arbitrary term
limits on directors service are appropriate, nor does it
believe that directors should expect to be re-nominated. Regular
evaluations are an important determinant for continued tenure.
Our Corporate Governance Principles provide that directors
should offer their resignation in the event of any significant
change in their personal circumstances, including a change in
their principal job responsibilities or any circumstances that
may adversely affect their ability to carry out their duties and
responsibilities effectively. Our directors are also expected to
offer their resignation to the Board of Directors effective at
the annual meeting of stockholders in the year of their
75th birthday.
Stockholder
Communications to the Board
Generally, stockholders who have questions or concerns should
contact our Investor Relations department at
(617) 679-2812.
However, stockholders who wish to address questions or concerns
regarding our business directly with our Board of Directors, or
any individual director, should direct questions in writing to
Biogen Idec Inc., Attention: Corporate Secretary, 14 Cambridge
Center, Cambridge, Massachusetts 02142 or by
e-mail to
stockholder.letter@biogenidec.com. Questions and concerns
will be forwarded directly to the appropriate individual(s).
Attendance
at Annual Meetings
We expect all of our directors and director nominees to attend
our annual meetings of stockholders. All of our directors
attended our 2008 annual meeting of stockholders.
Compensation
Committee Interlocks and Insider Participation
During 2008, Messrs. Dekkers and Young, Dr. Glassberg and
Ms. Schenk served on the Compensation and Management
Development Committee and were independent directors during such
service.
Finance
and Audit Committee Report
The Finance and Audit Committees role is to act on behalf
of our Board of Directors in the oversight of all aspects of
Biogen Idecs financial reporting, internal control and
audit functions. The Finance and Audit Committee has the sole
authority and responsibility to select, evaluate, compensate and
replace our independent registered public accounting firm. The
roles and responsibilities of the Finance and Audit Committee
are set forth in the Finance and Audit Committees written
charter adopted by our Board of Directors, which is posted on
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www.biogenidec.com in the Company section
under Corporate Governance. Management has primary
responsibility for the financial statements and the reporting
process, including the systems of internal controls.
In fulfilling its oversight responsibilities, the Finance and
Audit Committee reviewed and discussed with management the
audited consolidated financial statements contained in Biogen
Idecs 2008 Annual Report on
Form 10-K.
The Finance and Audit Committee discussed with
PricewaterhouseCoopers LLP, Biogen Idecs independent
registered public accounting firm, the overall scope and plans
for its audit. The Finance and Audit Committee met with
PricewaterhouseCoopers, with and without management present, to
discuss the results of its examination, managements
response to any significant findings, its observations of Biogen
Idecs internal controls, the overall quality of Biogen
Idecs financial reporting, the selection, application and
disclosure of critical accounting policies, new accounting
developments and accounting-related disclosure, the key
accounting judgments and assumptions made in preparing the
financial statements and whether the financial statements would
have materially changed had different judgments and assumptions
been made, and other pertinent items related to Biogen
Idecs accounting, internal controls and financial
reporting. The Finance and Audit Committee also discussed with
representatives of Biogen Idecs corporate internal audit
staff their purpose and authority and their audit plan.
The Finance and Audit Committee also reviewed and discussed with
PricewaterhouseCoopers the matters required to be discussed with
the Finance and Audit Committee under generally accepted
auditing standards (including Statement on Auditing Standards
No. 61, as amended). In addition, the Finance and Audit
Committee discussed with PricewaterhouseCoopers the independence
of PricewaterhouseCoopers from management and Biogen Idec,
including the written disclosures and letter concerning
independence received from PricewaterhouseCoopers required by
applicable requirements of the Public Company Accounting
Oversight Board. The Finance and Audit Committee has determined
that the provision of non-audit services to Biogen Idec by
PricewaterhouseCoopers is compatible with its independence.
During 2008, the Finance and Audit Committee provided oversight
and advice to management in connection with Biogen Idecs
system of internal control over financial reporting in response
to the requirements set forth in Section 404 of the
Sarbanes-Oxley Act of 2002 and related regulations. In
connection with this oversight, the Finance and Audit Committee
reviewed a report by management on the effectiveness of Biogen
Idecs internal control over financial reporting. The
Finance and Audit Committee also reviewed
PricewaterhouseCoopers Report of Independent Registered
Public Accounting Firm included in Biogen Idecs 2008
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008 related to its
audit of the effectiveness of internal control over financial
reporting.
In reliance on these reviews and discussions, the Finance and
Audit Committee recommended to our Board of Directors that the
audited consolidated financial statements be included in Biogen
Idecs Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008 for filing with
the SEC.
Submitted by the Finance and Audit Committee of the Board of
Directors:
Nancy L. Leaming (Chair)
Lawrence C. Best
Robert W. Pangia
Brian S. Posner
14
PROPOSAL 2
RATIFICATION
OF THE SELECTION OF OUR
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our Finance and Audit Committee has selected
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2009. PricewaterhouseCoopers served as our independent
registered public accounting firm in connection with the audit
for the fiscal year ended December 31, 2008. If our
stockholders do not ratify the selection of
PricewaterhouseCoopers as our independent registered public
accounting firm, our Finance and Audit Committee will reconsider
its selection. Representatives of PricewaterhouseCoopers will
attend the Annual Meeting, have the opportunity to make a
statement if they so desire, and be available to respond to
appropriate questions.
Audit and
Other Fees
The following table shows fees for professional audit services
billed to us by PricewaterhouseCoopers for the audit of our
annual consolidated financial statements for the years ended
December 31, 2008 and December 31, 2007, and fees
billed to us by PricewaterhouseCoopers for other services
provided during 2008 and 2007:
|
|
|
|
|
|
|
|
|
Fees
|
|
2008
|
|
|
2007
|
|
|
Audit fees
|
|
$
|
3,584,320
|
|
|
$
|
3,790,790
|
|
Audit-related fees
|
|
|
71,901
|
|
|
|
43,400
|
|
Tax fees
|
|
|
2,348,734
|
|
|
|
1,280,226
|
|
All other fees
|
|
|
110,630
|
|
|
|
68,900
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,115,585
|
|
|
$
|
5,183,316
|
|
|
|
|
|
|
|
|
|
|
Audit fees are fees for the audit of our 2008 and 2007
consolidated financial statements included in our Annual Reports
on
Form 10-K,
reviews of consolidated financial statements included in our
Quarterly Reports on
Form 10-Q,
review of the consolidated financial statements incorporated by
reference into our Registration Statements on
Form S-3
and
Form S-8,
and statutory audit fees in overseas jurisdictions.
Audit-related fees are fees that principally relate to
assurance and related services that are reasonably related to
the performance of the audits and reviews of our consolidated
financial statements, including audits of employee benefit plan
information.
Tax fees are fees for tax compliance, expatriate tax
services and planning services.
All other fees are fees that principally relate to audit
procedures performed in connection with one of our collaboration
agreements, and educational resources.
Our Finance and Audit Committee has considered the provision of
the non-audit services by PricewaterhouseCoopers described above
and has determined that the provision of such services is
compatible with maintaining PricewaterhouseCoopers
independence.
Policy on
Pre-Approval of Audit and Non-Audit Services
Our Finance and Audit Committee has the sole authority to
approve the scope of the audit and any audit-related services as
well as all audit fees and terms. Our Finance and Audit
Committee must pre-approve any audit and non-audit services
provided by our independent registered public accounting firm.
Our Finance and Audit Committee will not approve the engagement
of the independent registered public accounting firm to perform
any services that the independent registered public accounting
firm would be prohibited from providing under applicable
securities laws or NASDAQ requirements. In assessing whether to
approve the use of our independent registered public accounting
firm to provide permitted non-audit services, our Finance and
Audit Committee tries to minimize relationships that could
appear to impair the objectivity of our independent registered
public accounting firm. Our Finance and Audit Committee will
approve permitted non-audit services by our independent
registered public accounting firm only when it will be more
effective or economical to have such services provided by our
independent registered public accounting firm than another firm.
15
The Finance and Audit Committee annually reviews and
pre-approves the audit, audit-related, tax, and other
permissible non-audit services that can be provided by the
independent auditor. Any proposed services exceeding pre-set
levels or amounts will require separate pre-approval by the
Finance and Audit Committee, although the Chief Accounting
Officer can approve up to an additional $50,000 in the aggregate
per calendar year for categories of services that the Finance
and Audit Committee has pre-approved. In addition, any
pre-approved services for which no pre-approved cost level has
been set or which would exceed the pre-approved cost by an
amount that would cause the aggregate $50,000 amount to be
exceeded must be separately pre-approved by the Finance and
Audit Committee.
Our Finance and Audit Committee has delegated pre-approval
authority for non-audit services to the chair of our Finance and
Audit Committee within the guidelines discussed above. The chair
of the Finance and Audit Committee is required to inform our
Finance and Audit Committee of each decision to permit our
independent registered public accounting firm to perform
non-audit services at the next regularly scheduled Finance and
Audit Committee meeting.
All of the services provided by PricewaterhouseCoopers during
2008 were pre-approved in accordance with this policy.
THE FINANCE AND AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS
RECOMMENDS RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
16
PROPOSAL 3
APPROVAL
OF BYLAW AMENDMENTS TO
IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR
ELECTIONS
Our Board of Directors recommends that our stockholders approve
our proposal to amend our Bylaws (1) to require that in
uncontested elections directors will be elected by a majority
vote, (2) to require each director to submit a conditional,
irrevocable resignation that would become effective upon that
directors failure to receive the required number of votes
for reelection, and (3) to require our Board of Directors
to determine whether to accept or reject such a resignation
within 90 days from the date of the certification of
election results and to disclose publicly its decision. In
contested elections, the voting standard would continue to be a
plurality of votes cast.
Current
Standard
Delaware law provides that, unless otherwise specified in a
companys certificate of incorporation or bylaws, directors
are elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to
vote on the election of directors. Our Bylaws currently include
this plurality standard for elections of directors by
stockholders. Under this standard, director nominees with the
most votes cast in their favor are elected, up to the number of
directors to be elected at a meeting, notwithstanding any
withheld votes.
Description
of Proposed Amendments
The proposed amendments to our Bylaws are set forth in
Appendix A to this Proxy Statement.
Our Board of Directors recommends that our Bylaws be amended to
change the voting standard for the election of directors in
uncontested elections from a plurality standard to a majority
standard. Under the proposed majority standard, in order to be
elected in an uncontested election, a director nominee must
receive the affirmative vote of a majority of the votes cast in
person or by proxy at the annual meeting of stockholders. Under
Delaware law, an incumbent director who fails to receive the
vote required for reelection holds over, or
continues to serve as a director until his or her successor is
elected and qualified, or until his or her earlier resignation
or removal. To address the hold over issue, the
proposed Bylaw amendments prohibit our Board of Directors from
nominating as a candidate for director or appointing to our
Board of Directors any person who has not agreed to tender,
promptly following his or her election or appointment, an
irrevocable resignation that would be effective upon the failure
to receive the required number of votes for reelection at the
next annual meeting of stockholders at which he or she faces
reelection and our Board of Directors acceptance of such
resignation. Under the proposed Bylaw amendments, our Board of
Directors must determine whether to accept or reject the
resignation within 90 days from the date of the
certification of election results and must publicly disclose its
decision. In contested elections (where the number of nominees
exceeds the number of directors to be elected), the plurality
standard would continue to apply and the nominees receiving the
most votes would be elected.
If these amendments to the Bylaws are not approved, the existing
plurality voting standard in the Bylaws will remain in effect.
Reasons
for Recommendation
In recent years, stockholders of many public companies have
urged that directors be required to receive a majority of the
votes cast in favor of their election, rather than be elected
under the plurality voting standard. Delaware law was recently
changed to facilitate this trend toward the majority standard
and provide a mechanism to address the hold over of
incumbent directors who fail to obtain the votes necessary for
reelection. In response, a number of public companies have
adopted charter or bylaw provisions requiring a majority vote in
uncontested elections, or a bylaw or policy requiring a director
who does not receive such a majority to submit his or her
resignation from the board of directors. Such a post-election
resignation policy or bylaw is designed to address what happens
to a director who failed to receive sufficient votes for
reelection but who, under state law, would otherwise remain in
office until his or her successor is elected at the next annual
meeting of stockholders, or until his or her earlier resignation
or removal.
17
In furtherance of our commitment to strong corporate governance
and to ensuring that stockholders are afforded a meaningful role
in the election of directors, our Board of Directors has
approved and recommends that our stockholders vote in favor of
the proposed amendments to our Bylaws, set forth in
Appendix A to this Proxy Statement, to implement a majority
voting standard in uncontested elections and to require
conditional resignations from all directors.
Our Board of Directors is aware that the current plurality
standard provides greater certainty that the annual election of
directors by stockholders will result in a full Board of
Directors, and that the proposed change to a majority voting
standard would not have had any effect on our election of
directors in the recent past because director nominees have
received votes exceeding a majority of the votes cast by a
substantial margin. However, our Board of Directors believes
that a majority voting standard for uncontested elections will
give stockholders a greater voice in and responsibility for the
election of our directors. Our Board of Directors also
recognizes that a majority voting standard will preclude the
election of directors who do not have broad acceptance among our
stockholders and may enhance each directors accountability
to our stockholders. As a result, our Board of Directors has
determined that a majority voting standard for uncontested
elections for directors would be in the best interest of the
Company and our stockholders.
Effectiveness
of Amendments
If approved, the amendments to our Bylaws would be effective
immediately. The new majority voting standard would then be
applicable to the election of our directors at the 2010 annual
meeting of stockholders (if uncontested) and to any earlier
uncontested election of directors occurring after these
amendments become effective.
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE AMENDMENTS TO THE COMPANYS BYLAWS TO
IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
18
PROPOSAL 4
THE ICAHN
BYLAW PROPOSAL
On February 5, 2009, the Company received notice from the
Icahn Entities, which together with Carl C. Icahn are the
beneficial owners of 16,075,256 shares, or 5.6%, of the
Companys common stock as of such date, of their intention
to present to the Companys stockholders at the Annual
Meeting the following proposal to amend our Bylaws:
|
|
|
|
|
To replace the first sentence of Section 3.1 in its
entirety with the following sentence: The number of
directors that shall constitute the entire Board shall be
thirteen (13).
|
|
|
|
To delete the first sentence of Section 3.2 in its entirety.
|
|
|
|
To delete the words and newly created directorships
resulting from any increase in the authorized number of
directors, appearing in the second sentence of
Section 3.2 in their entirety.
|
Under Article V of our certificate of incorporation, no
amendment or supplement to the Bylaws adopted by our Board of
Directors can conflict with any amendment adopted by the
stockholders. Therefore, if the Icahn Bylaw Proposal were
adopted by the stockholders of the Company, our Board of
Directors would no longer have authority to amend such
provisions of the Bylaws and thus would no longer have the
ability to fix the number of directors.
While the approval of the Icahn Bylaw Proposal would provide
certainty to stockholders with respect to the number of
directors on our Board of Directors, such approval would have
several detrimental effects.
Under the current Bylaws of the Company, our Board of Directors
has the flexibility to add or remove director positions if it
determines that such addition or removal would be in the best
interests of the Company and its stockholders. Recruiting
qualified candidates is a challenging and time-consuming
process, and our Board of Directors believes that it is in the
best interests of the Companys stockholders to retain the
ability of our Board of Directors to either increase the size of
our Board of Directors to add a highly-qualified candidate if
such a candidate becomes available or decrease the size of our
Board of Directors in a year when no such candidate is readily
available.
For example, in July 2008 our Corporate Governance Committee
identified Brian S. Posner as a highly qualified individual and
recommended him for membership on our Board of Directors. Our
Board of Directors considered the recommendation and determined
that it was in the best interests of our stockholders to expand
the size of our Board of Directors and to appoint Brian S.
Posner to the resulting vacancy as a Class 1 Director.
If the Icahn Bylaw Proposal were approved, our Board of
Directors would not have the ability to add such a highly
qualified candidate, even if our Board of Directors believed
that doing so would be in the best interests of our
stockholders. In addition, in the event that a member of our
Board of Directors retires, resigns or is not re-elected, our
Board of Directors could determine not to fill the resulting
vacancy, depending on the availability of suitable candidates.
However, if the Icahn Bylaw Proposal were approved, our Board of
Directors would be forced to fill the vacancy regardless of the
availability of qualified candidates.
Our Board of Directors believes that retaining the ability to
increase or decrease the size of our Board of Directors or
appoint any particular person to our Board of Directors, if
appropriate, continues to be in the best interests of the
Companys stockholders.
If you return a signed WHITE proxy card without providing
voting instructions, your shares will be voted against the Icahn
Bylaw Proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
AGAINST THE ICAHN BYLAW PROPOSAL.
19
PROPOSAL 5
THE ICAHN
NORTH DAKOTA PROPOSAL
On February 5, 2009, the Company received notice from the
Icahn Entities, which together with Carl C. Icahn are the
beneficial owners of 16,075,256 shares, or 5.6%, of the
Companys Common Stock as of such date, of their intention
to present to the Companys stockholders at the Annual
Meeting the following proposal to reincorporate in North Dakota
and become subject to the North Dakota Law:
RESOLVED, that the stockholders of the Corporation hereby
request the Board of Directors of the Corporation to take all
action as is necessary and appropriate to properly initiate and
complete the process to change the Corporations
jurisdiction of incorporation from Delaware to North Dakota and
to become subject to the North Dakota Publicly Traded
Corporations Act.
In their notice, the Icahn Entities make unsubstantiated claims
about the benefits of reincorporating in North Dakota
without addressing any of the disadvantages. Our Board of
Directors believes that it can continue to implement effective
corporate governance principles without incurring the costs and
disadvantages of reincorporating in North Dakota. Stockholders
should be aware that none of the Icahn Entities are incorporated
in North Dakota or subject to the North Dakota Law.
Our Board of Directors is dedicated to effective corporate
governance and can implement sound governance measures without
reincorporating the Company in North Dakota
Our Board of Directors seeks to follow best practices in
corporate governance in a manner that is in the best interests
of our business and stockholders. Our Board of Directors
regularly reviews ongoing developments in corporate governance
and implements changes to our policies and practices when it is
prudent to do so. Several recent examples highlight our Board of
Directors commitment to effective corporate governance and
responsiveness to stockholder issues:
|
|
|
|
|
Our Board of Directors recently acted to terminate our poison
pill.
|
|
|
|
Our Board of Directors is recommending in this Proxy Statement
Bylaw amendments to provide for majority voting for directors in
uncontested elections.
|
|
|
|
Our Board of Directors is subject to stock ownership guidelines
and recently adopted stock ownership guidelines for our
executive officers.
|
In addition to these recent corporate governance initiatives,
our Board of Directors has for some time maintained other
corporate governance practices consistent with the North Dakota
Law. For example, the Company has had an independent Chairman of
the Board separate from the Chief Executive Officer since
December 2005. In addition, the Companys stockholders have
the ability to act by written consent. Furthermore, by virtue of
being listed on NASDAQ, stockholder approval is required upon
the issuance of voting equity greater than 20% of the
Companys outstanding common stock and our Board of
Directors is prohibited from changing its size if a contested
election is anticipated. All of these practices are consistent
with the North Dakota Law and demonstrate that our Board of
Directors is already committed to strong corporate governance.
The North Dakota Law is essentially a catalogue of corporate
governance principles characterized by some commentators as
best practices. There is no consensus, however, that
all of the corporate governance principles mandated by the North
Dakota Law are in fact best practices. Furthermore, the North
Dakota Law would not provide our Board of Directors with any
flexibility in determining which of its numerous governance
measures the Company should adopt.
Our Board of Directors believes that the Company does not have
to reincorporate in North Dakota in order to follow effective
corporate governance principles.
Reincorporating
involves substantial costs and disadvantages
There are substantial liabilities and expenses associated with
reincorporation, which, in the current challenging economic
environment, would be unnecessary and detrimental to our
business. A reincorporation would require,
20
among other things, that we analyze all of the Companys
agreements and governmental permits in order to determine
whether a reincorporation transaction would require the consent
of third parties (including our collaboration partners) or
applicable governmental agencies. We would not be certain to
obtain any required consents. Although we have not undertaken
the costly analysis of all of our agreements and permits at this
time, we know that at a minimum a reincorporation transaction
would require the consent of our lenders. Similarly, we know
that we would have to prepare costly filings with the SEC.
Furthermore, a reincorporation process would divert the time and
attention of our Board of Directors and management from our
business without any apparent commensurate benefits.
The North
Dakota Law is untested and unpredictable
North Dakota is not a well-known jurisdiction for business
corporations. The North Dakota Law was passed in April 2007 and
there are no reported cases interpreting the North Dakota Law.
Our Board of Directors notes that, as of the date of this Proxy
Statement, there appear to be only two publicly-traded companies
incorporated in North Dakota and neither has elected to be
governed by the North Dakota Law, while more than 50% of all
U.S. publicly traded companies are incorporated in
Delaware. Of the Fortune 500 companies, over 60% are
incorporated in Delaware; many of the rest of the Fortune 500
are incorporated in their home states and there are currently no
Fortune 500 companies incorporated in North Dakota.
Reincorporating in a jurisdiction that is largely unproven and
unfamiliar may adversely affect investor interest, director
recruitment and commercial relationships.
On the other hand, Delaware the Companys
current jurisdiction of incorporation is a proven
and familiar jurisdiction for business corporations. The General
Corporation Law of the State of Delaware is a well-developed,
comprehensive and flexible corporate statute that can
accommodate changing business circumstances and is responsive to
the needs of stockholders. Delaware has an established and
sophisticated legal infrastructure, including a separate court
system devoted solely to corporate and business matters. That
court system, and the large body of corporate law it has
developed, provides companies and stockholders alike with a high
degree of predictability over the broad range of legal issues
facing business today. Our Board of Directors believes that the
capital markets are familiar with the requirements and
interpretations of Delaware corporate law and that the Company
and our stockholders benefit from this familiarity.
For all the reasons stated above, any perceived gains do not
outweigh the significant costs and uncertainties associated with
the Company reincorporating in North Dakota.
If you return a signed WHITE proxy card without providing
voting instructions, your shares will be voted against the Icahn
North Dakota Proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
AGAINST THE ICAHN NORTH DAKOTA PROPOSAL.
21
STOCK
OWNERSHIP
Ownership
Table
The following table and accompanying notes provide information
about the beneficial ownership of our outstanding common stock
as of March 30, 2009 by:
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|
|
each stockholder known by us to be the beneficial owner of more
than 5% of our common stock;
|
|
|
|
each of our named executive officers (listed in the Summary
Compensation Table);
|
|
|
|
each of our current directors and nominees for
Class 3 director; and
|
|
|
|
all of our current directors and executive officers as a group.
|
Except as otherwise noted, the persons identified have sole
voting and investment power with respect to the shares of our
common stock beneficially owned. Beneficial ownership is
determined in accordance with the rules of the SEC and includes
voting and investment power with respect to the shares. Shares
subject to exercisable options include options that are
currently exercisable or exercisable within 60 days of
March 30, 2009. Shares subject to restricted stock units,
or RSUs, include RSUs that vest within 60 days of
March 30, 2009.
|
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|
|
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Common Stock Beneficially Owned(1)
|
|
|
|
Shares
|
|
|
Shares Subject to
|
|
|
Percentage of
|
|
|
|
Beneficially
|
|
|
Exercisable
|
|
|
Outstanding
|
|
Name of Beneficial Owner**
|
|
Owned
|
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|
Options and RSUs
|
|
|
Shares
|
|
|
ClearBridge Advisors, LLC(2)
|
|
|
27,487,631
|
|
|
|
0
|
|
|
|
9.5
|
%
|
620 8th Avenue
New York, NY 10018
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR LLC(3)
|
|
|
24,606,905
|
|
|
|
0
|
|
|
|
8.5
|
%
|
82 Devonshire Street
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
PRIMECAP Management Company(4)
|
|
|
24,882,512
|
|
|
|
0
|
|
|
|
8.6
|
%
|
225 South Lake Avenue, Suite 400
Pasadena, CA 91101
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl C. Icahn(5)
|
|
|
16,075,256
|
|
|
|
0
|
|
|
|
5.6
|
%
|
c/o Icahn
Associates Corp.
767 Fifth Avenue, Suite 4700
New York, NY 10153
|
|
|
|
|
|
|
|
|
|
|
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|
Lawrence C. Best
|
|
|
3,550
|
|
|
|
69,575
|
|
|
|
*
|
|
Paul J. Clancy
|
|
|
6,112
|
|
|
|
101,193
|
|
|
|
*
|
|
Marijn E. Dekkers
|
|
|
2,300
|
|
|
|
17,617
|
|
|
|
*
|
|
Alan B. Glassberg
|
|
|
3,500
|
|
|
|
81,575
|
|
|
|
*
|
|
Robert A. Hamm
|
|
|
3,500
|
|
|
|
42,755
|
|
|
|
*
|
|
Hans Peter Hasler(6)
|
|
|
8,695
|
|
|
|
59,542
|
|
|
|
*
|
|
Nancy L. Leaming
|
|
|
510
|
|
|
|
13,867
|
|
|
|
*
|
|
James C. Mullen(7)
|
|
|
222,037
|
|
|
|
1,394,025
|
|
|
|
*
|
|
Robert W. Pangia
|
|
|
4,050
|
|
|
|
111,575
|
|
|
|
*
|
|
Stelios Papadopoulos
|
|
|
0
|
|
|
|
0
|
|
|
|
*
|
|
Cecil B. Pickett
|
|
|
50,034
|
|
|
|
0
|
|
|
|
*
|
|
Brian S. Posner
|
|
|
0
|
|
|
|
0
|
|
|
|
*
|
|
Bruce R. Ross
|
|
|
5,010
|
|
|
|
71,275
|
|
|
|
*
|
|
Lynn Schenk(8)
|
|
|
5,550
|
|
|
|
46,575
|
|
|
|
*
|
|
Phillip A. Sharp
|
|
|
465,983
|
|
|
|
98,325
|
|
|
|
*
|
|
William D. Young
|
|
|
3,550
|
|
|
|
81,575
|
|
|
|
*
|
|
Current executive officers and directors as a group
(18 persons)(9)
|
|
|
794,754
|
|
|
|
2,311,074
|
|
|
|
1.1
|
%
|
22
|
|
|
* |
|
Represents beneficial ownership of less than 1% of our
outstanding shares of common stock. |
|
** |
|
Addresses are given only for beneficial owners of more than 5%
of our outstanding shares of common stock. |
|
(1) |
|
The calculation of percentages is based upon
288,350,764 shares outstanding at March 30, 2009, plus
shares subject to options and RSUs held by the respective person
that are currently exercisable or become exercisable within
60 days of March 30, 2009. |
|
(2) |
|
Information in the table and this footnote is based solely upon
information contained in a Schedule 13G/A filed with the
SEC by ClearBridge Advisors, LLC on February 13, 2009. As
of December 31, 2008, ClearBridge Advisors, LLC had sole
dispositive power over 27,487,631 shares and sole voting
power over 22,119,534 shares. |
|
(3) |
|
Information in the table and this footnote is based solely upon
information contained in a Schedule 13G/A filed with the
SEC by FMR LLC, Edward C. Johnson, III and Fidelity
Management & Research Company on February 17,
2009. As of December 31, 2008, FMR LLC and Edward C.
Johnson, III each had sole dispositive power over
24,606,905 shares and FMR LLC had sole voting power over
1,153,301 shares. |
|
(4) |
|
Information in the table and this footnote is based solely upon
information contained in a Schedule 13G/A filed with the
SEC by PRIMECAP Management Company on February 12, 2009. As
of December 31, 2008, PRIMECAP Management Company had sole
dispositive power over 24,882,512 shares and sole voting
power over 5,143,085 shares. |
|
(5) |
|
Information in the table and this footnote is based solely upon
information contained in a Schedule 13D/A filed with the
SEC on February 6, 2009 by Carl C. Icahn, the Icahn
Entities and certain other entities affiliated with Carl C.
Icahn. As of December 31, 2008, Carl C. Icahn had shared
dispositive power and shared voting power over
16,075,256 shares. |
|
(6) |
|
Mr. Hasler, a named executive officer for 2008, resigned as
Chief Operating Officer effective March 30, 2009. |
|
(7) |
|
Includes 148,960 shares held in trusts of which
Mr. Mullen is the trustee. |
|
(8) |
|
Includes 5,550 shares held in a trust of which
Ms. Schenk is the trustee. |
|
(9) |
|
Includes 154,970 shares held indirectly (by spouse or
through trust, partnership or otherwise). |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our
executive officers, directors and greater-than-ten-percent
stockholders to file initial reports of ownership and changes of
ownership. As a practical matter, we assist our directors and
executive officers by monitoring transactions and completing and
filing Section 16 forms on their behalf. Based solely on
information provided to us by our directors and executive
officers, we believe that, during 2008, all such parties
complied with all applicable filing requirements.
23
EXECUTIVE
COMPENSATION AND RELATED INFORMATION
COMPENSATION
DISCUSSION AND ANALYSIS
Introduction
and Corporate Governance
Our Compensation and Management Development Committee (which is
referred to in this section of the proxy statement as the
Committee or as the Compensation
Committee) oversees and administers our executive
compensation programs. The Committees complete roles and
responsibilities are set forth in the written charter adopted by
the Board of Directors, which can be found at
www.biogenidec.com under Corporate
Governance. The Board of Directors selected the following
directors to serve on the Committee: William D. Young (Chair),
Marijn E. Dekkers, Alan B. Glassberg and Lynn Schenk. Each of
these individuals satisfies the independence requirements of
NASDAQ.
The Committee meets at regularly scheduled times during the year
and on an ad hoc basis as business needs necessitate. In 2008,
the Committee met for five regularly scheduled meetings and held
three ad hoc meetings. As part of his duties, the Committee
Chair reports on Committee actions and recommendations to the
Board of Directors. In addition to the assistance provided by
Biogen Idecs internal Compensation and Benefits group, the
Committee has retained Watson Wyatt Worldwide (Watson
Wyatt) as outside advisors to the Committee. Watson Wyatt
reports directly to the Committee and provides guidance on
matters including trends in executive and non-employee director
compensation, the development of specific executive compensation
programs and other matters as directed by the Committee. During
2008, a Watson Wyatt affiliate provided actuarial services with
respect to our pension plan in Germany; this service was a
continuation of a pre-existing business relationship between our
German affiliate and a company that was acquired by Watson
Wyatt. Other than this matter, Watson Wyatt does not provide any
other services to Biogen Idec.
Highlights
of Our 2008 Performance and Changes to Our 2009
Programs
Despite a challenging economic environment and a period of
business uncertainty arising from activist stockholder activity
during 2008, we significantly exceeded our 2008 performance
goals, as detailed on page 31. Specifically, we achieved:
|
|
|
|
|
29% growth in revenue over 2007, with 2008 annual revenue of
$4.1B;
|
|
|
|
34% growth in non-GAAP diluted earnings per share (EPS) over
2007, with 2008 non-GAAP diluted EPS of $3.66; and
|
|
|
|
significant progress on our product pipeline, with a number of
key milestones achieved.
|
This high level of performance resulted in above-target payments
under our Annual Cash Incentive Plan and 2008 Retention Bonus.
Our goal-setting, performance and payment amounts are detailed
in this report.
In 2009, we adopted share ownership requirements for our
executive officers. We believe that share ownership requirements
further strengthen the link our compensation programs create
between our executives and our stockholders. This policy
provides that each executive officer is to maintain share or
share-equivalent holdings as shown in the following table:
|
|
|
|
|
|
|
Share Requirement
|
|
|
CEO
|
|
|
75,000
|
|
President, Research & Development
|
|
|
18,000
|
|
Chief Operating Officer
|
|
|
18,000
|
|
Executive Vice Presidents
|
|
|
10,000
|
|
The policy became effective for all current executive officers
upon its adoption; newly-elected executive officers will have
two years from initial election to meet the requirement. All
executive officers currently meet the share ownership
requirement. The policy includes a provision to require net
retention of shares for any executive officer who does not
maintain share ownership at or above the policy requirements.
24
Beginning in 2009, we introduced performance-vested restricted
stock units as a core component of our long-term incentive (LTI)
program for all of our executives. The performance-based vesting
of these awards, combined with our existing time-vested stock
options and restricted stock units, is intended to reinforce the
importance of achieving our revenue and earnings measures of
Company financial performance. Use of performance-vested LTI
awards is increasingly common and a recognized best practice for
increasing the proportion of compensation that is considered
performance based, while strengthening alignment of
our compensation programs with stockholders interests.
Consistent with our compensation philosophy, we monitor external
pay data and adjust our compensation opportunities to reflect
our targeted competitive positioning. For 2009, our average base
salary increase for all of our executive officers averaged less
than 4%. This calculation is prior to Mr. Hamms
promotion to Chief Operating Officer and Mr. Haslers
resignation from that position, both of which were effective
March 30, 2009. Based on market benchmark data, we
increased the target annual cash incentive opportunities
beginning in 2009 for our Chief Operating Officer (from 60% to
75% of annual base salary) and for our Executive Vice Presidents
(from 50% to 55% of annual base salary); as a result, our target
annual cash incentive opportunities are comparable to the median
of our peer group. Based on market benchmark data, we reduced
our 2009 LTI grant guidelines for executive officers from our
2008 levels; as a result, our targeted LTI grant values remain
comparable to the 60th percentile of our peer group.
Executive
Compensation Philosophy and Objectives
Our compensation program for the named executive officers (the
individuals named in the Summary Compensation Table) is designed
and implemented based on our pay-for-performance compensation
philosophy. We place significant emphasis in all of our
compensation programs on performance-based pay and on highly
differentiated awards based on individual performance and
potential to contribute to the long-term success of the Company.
We want and need the best people to be excited and motivated to
work at Biogen Idec and we believe our compensation program is a
key factor in attracting and retaining this talent.
Our compensation, benefits and other workplace programs (our
total compensation program) have been selected and
designed to achieve the following objectives:
|
|
|
|
|
to offer a total compensation opportunity that is competitive
with organizations with which we compete for executive talent;
|
|
|
|
to allow us to attract and retain superior talent that can
effectively perform and succeed in our demanding business
environment;
|
|
|
|
to support our meritocracy by ensuring that our top performers
receive rewards that are substantially greater than those
received by average performers at the same position
level; and
|
|
|
|
to deliver pay in a cost and tax efficient manner that aligns
employees rewards with stockholders long-term
interests.
|
What
is our compensation program designed to reward?
The compensation program rewards financial, strategic and
operational performance that is achieved in a manner consistent
with the Companys policies and values. Our success in
meeting our compensation objectives depends heavily on our
performance management system.
How do
goal-setting and performance assessment influence our
compensation decisions?
Our compensation program rewards each executive based on the
Companys achievement of Company-wide goals and the
executives achievement of specific individual goals and
objectives. Each year, our executives goals are set to
directly support achievement of our Company goals and our
Board-approved business plan. The individual
25
and Company goals that we set and measure performance against
each year, including both 2008 and 2009, can be grouped into the
following categories:
|
|
|
|
|
Financial goals linked to Company financial
performance, such as revenue, EPS and other financial measures
such as expense management.
|
|
|
|
Strategic goals related to each executives
role in furthering the Companys long-term success, such as
goals related to the Companys product pipeline or business
development.
|
|
|
|
Operational measures of operational performance,
such as our production capacity and capability, the quality and
execution of our leadership development program and effective
recruitment and retention of talented employees.
|
The goals we set support our long range plan and reflect an
appropriate degree of difficulty of goal attainment. In setting
our long range plan and annual goals, we also consider
analysts projections for our Companys performance;
analysts projections for our peers performance; the
broader economic and industry picture; our past variance to
targeted performance; our peers past performance on key
financial and operational metrics; and our Board of
Directors expectations. We set challenging goals for the
Company and our executives. We select goals that support the
interests of our stockholders and patients. We believe that our
disciplined approach to goal selection, setting of targets and
establishment of payout curves and evaluation of our performance
results, combined with our system of internal controls, ensures
that we are not encouraging excessive risk-taking or rewarding
poor judgment by our executives. This approach is strengthened
through Committee review and approval of our goals, targets,
payout curves and performance results. We also mitigate risk
through share ownership requirements, a cap on our annual cash
incentive plan, multi-year vesting of LTI, the mix of types of
LTI and our policy on recoupment of compensation.
Our performance management system is rigorous and integrates
goal-setting, self-assessment and manager-based assessment of
performance and leadership competencies. Results, and how those
results are attained, are critically important. We hold our
executive officers accountable for how they achieve their
results, including leadership effectiveness, impact across the
organization and performance and impact relative to the
Companys other executive officers. Based on our
performance assessments, we develop a relative ranking of our
executive officers and then assign overall performance ratings
that are used for compensation decision-making. We significantly
differentiate compensation based on the executive officers
relative rankings and overall performance ratings to ensure that
the highest rewards are delivered to our highest performers. For
example, all payments under our Annual Cash Incentive Plan are
determined based on both individual and Company performance.
26
Compensation
Program Elements and Pay Level Determination
What
is each element of compensation and why is it
paid?
The Committee determines the elements of our compensation
program and approves the targeted levels of competitiveness for
each element. The compensation program elements and targeted
competitiveness relative to our compensation peer group apply to
all levels of employees, including our non-executives,
executives and executive officers. The Committee has approved
the following role and targeted competitiveness for each element
of total compensation (discussed in detail beginning on
page 29) to promote our pay-for-performance philosophy
and compensation program objectives:
|
|
|
|
|
Element
|
|
Role and Purpose
|
|
Targeted
Competitiveness
|
|
Base Salary
|
|
Attract employees and recognize their
skills and contributions in the day-to-day management of our
business.
|
|
Median
|
Annual Cash Incentives
|
|
Motivate the attainment of annual
financial, strategic, operational and individual goals that are
aligned with and supportive of long-term value creation.
|
|
Median
|
Long-term Incentives (LTI)
|
|
Align employees interests with
those of our stockholders.
|
|
60th Percentile
|
|
|
Promote employee retention and stock
ownership, and hold employees accountable for enhancing
stockholder value.
|
|
|
|
|
Deliver competitive compensation
opportunities in a manner that balances cost and tax efficiency
with perceived value by employees.
|
|
|
Benefits
|
|
Non-Retirement Benefits: Promote health,
wellness and financial protection in the event of disability or
death.
|
|
Median to 75th Percentile
|
|
|
Retirement Benefits: Provide efficient
ways for employees to electively save towards their retirement,
and encourage savings through competitive matches to
employees retirement savings.
|
|
|
We do not offer a defined benefit pension to any employees, even
though many of our pharmaceutical industry peers provide these
benefits. We prefer an LTI program targeted above the median of
our peer group rather than a defined benefit pension because it
ties the value realized to our share price performance and makes
the cost more predictable than the cost of a defined benefit
pension.
Each year, the Committee reviews the current compensation
program design for its alignment with and support of our
pay-for-performance objectives, its overall efficiency and
cost-effectiveness, and its design and overall value relative to
our peers practices and general trends. The Committee also
discusses program design recommendations and approves changes to
ensure that each compensation element and the overall program
design are aligned with their role and purpose.
While the general mix of the elements is considered in the
design of our total compensation program, the Committee does not
target a specific mix of value for our compensation elements in
either the program design or pay decisions. To more closely tie
their compensation to the Companys overall performance,
and to recognize their ability and obligation to affect that
performance, our executive officers have more variability in
their compensation than non-executives.
Our performance-driven approach creates a motivational aspect to
our compensation programs, since base salary increases, annual
incentive payments and long-term incentive grants are all
performance-differentiated based on each executive
officers overall performance rating and relative rank.
27
What
factors are considered in determining the amounts of
compensation?
Individual and Company performance, external competitiveness,
employee retention, internal equity (the relationship of pay
among the executive officers in the context of the criticality
of each position) and our annual salary increase budget and LTI
award guidelines are the key factors considered by the Committee
in determining the amounts of compensation for each executive
officer. Our practices and processes are highly consistent from
year to year, as described in this section.
Each year, the Chief Executive Officer (CEO) prepares and
discusses with the Committee a detailed assessment of each
executive officers performance during the prior year and
recommends compensation actions for each executive officer,
including new base salaries, annual cash incentive payments and
LTI awards.
To understand external competitiveness, the CEO and the
Committee review a detailed report prepared by Biogen
Idecs Compensation and Benefits group with Watson
Wyatts review as consultant to the Committee. The report
compares the level of compensation of each executive officer
other than the CEO relative to external data for comparable
positions at our peers, by compensation element. The external
data is drawn from compensation surveys and an analysis of our
peers executive compensation disclosures. Separately,
Watson Wyatt provides the Committee with a competitive analysis
of CEO pay, a CEO compensation tally sheet and employment
agreement analysis, and a CEO pay-for-performance analysis that
compares annual cash incentive payments and potential LTI value
relative to revenue, EPS and total shareholder return (TSR)
performance at our Company and at each of our peers.
Based on these factors, the CEO makes recommendations to the
Committee for compensation actions for each executive officer.
The Committee considers all of the information presented,
discusses the CEOs recommendations with the CEO and with
Watson Wyatt, and applies its judgment to determine the
compensation for each executive officer. In consultation with
Watson Wyatt, the Committee recommends a new base salary, an
annual cash incentive payment and LTI grants for the CEO for
approval by all independent (non-employee) directors. The actual
compensation for each executive officer, including the CEO, may
be above or below the targeted competitiveness for the position
at any time depending on the above factors.
What
external market peer group is used for compensation comparisons,
and how is it established?
Each year, Watson Wyatt reviews our peer group for
appropriateness, considering such factors as size (e.g., revenue
and market capitalization), business comparability (e.g.,
research-based with multiple marketed products) and geographic
scope of operations (e.g., global versus domestic-only
presence). Our peer group includes biotechnology and
pharmaceutical companies, as we compete with companies in both
of these sectors to hire and retain our executives. Based on the
2008 peer group review, the Committee removed MedImmune from the
peer group as a result of its acquisition by AstraZeneca in
2007. The following table presents the peer group approved in
May 2008:
|
|
|
Biotechnology Peers
|
|
Pharmaceutical Peers
|
|
Amgen
|
|
Allergan
|
Celgene
|
|
Bristol-Myers Squibb
|
Cephalon
|
|
Eli Lilly & Co
|
Genentech
|
|
Forest Laboratories
|
Genzyme
|
|
Schering-Plough
|
Gilead Sciences
|
|
Sepracor
|
Millennium Pharmaceuticals
|
|
Wyeth
|
Our compensation decisions during 2008 were based on the peer
group before the removal of MedImmune, as those decisions were
made prior to MedImmunes acquisition by Astra Zeneca.
Beginning in 2009, we expect that Millennium Pharmaceuticals
will no longer be part of our peer group as a result of its
acquisition by Takeda Pharmaceuticals in 2008. If other peer
group companies are acquired, they will remain in our peer group
until the acquisition is complete.
28
For each of our peers, we analyze the Compensation Discussion
and Analysis and other data filed during the prior year to
identify those named executive officers whose positions are
comparable to those held by our executive officers. We then
compile and analyze the data for each comparable position
relative to that for our executive officers. Our competitive
analysis includes the rewards program structure and design, as
well as the value of the compensation.
We also use the Towers Perrin U.S. CDB Pharmaceutical
Executive Compensation Database (Towers Perrin)
and the SIRS Executive Compensation Survey
(SIRS) in analyzing the competitiveness of
executives compensation. All of our peers except Sepracor
participated in the Towers Perrin survey and all of our peers
except Bristol-Myers Squibb and Eli Lilly participated in the
SIRS survey. Benchmark compensation surveys are critical to
assessing competitive practices and levels of compensation, as
the data available in our peers public filings addresses
only a limited number of our executive positions. We carefully
selected these two benchmark compensation surveys based on the
number of our peers that participate in the surveys, the number
of positions reported by the surveys that are comparable to our
executive positions and the standards under which the surveys
are conducted, including data collection and analysis
methodologies, provisions to ensure confidentiality and quality
assurance practices.
While the Towers Perrin and SIRS benchmark compensation surveys
report LTI data, differences between the surveys in methodology
and reporting result in LTI data that is not comparable between
the sources. As a result, we separately benchmark LTI practices
and values via a survey sponsored in part by Biogen Idec and
conducted in 2007 by Watson Wyatt. This survey provides us with
robust data regarding long-term incentive practices and grant
values among our peers and allows us to overcome the
methodological differences between the Towers Perrin and SIRS
surveys. All of our peers except Celgene, Bristol-Myers Squibb,
Forest Laboratories and MedImmune participated in this survey in
2007. For purposes of LTI decisions during 2008, we relied on
the data from the survey conducted in 2007.
Description
of the structure of each element of compensation
Base
salaries are set in the context of individual performance,
external competitiveness, retention and internal
equity
We pay our executive officers a base salary to provide a
baseline level of compensation that is both competitive with the
external market and commensurate with each employees past
performance, experience, responsibilities and potential to
contribute to our future success. While an executive
officers contributions to Company performance are
important in determining that executives base salary,
overall Company performance does not influence our base
salaries. We generally target our base salary structure around
the median of our peers. In recommending and determining
individual base salaries, the CEO and Committee consider the
internal and external factors described in the previous section
of this report. Base salary increases from 2007 to 2008 for our
named executive officers averaged 7% and ranged from 3% to 11%.
These increases were approved in February 2008 as part of our
annual compensation planning process. At the end of 2008, the
base salaries for our named executive officers were below the
market median, except for Dr. Pickett, whose base salary
was between the median and 75th percentile, consistent with
the criticality of his role to the Company,
Dr. Picketts depth of experience and the competitive
requirements at the time he was hired by the Company.
Annual
Cash Incentives motivate our executive officers to meet and
exceed our short-term goals
We maintain an annual cash incentive plan as part of our
performance-based compensation. Our annual incentive
opportunities, which are expressed as a percentage of base
salary, are targeted near the median of our peers. The Committee
reviews our annual target incentive opportunities each year to
ensure they are appropriately competitive. For 2007 and 2008,
our target incentive opportunities remained unchanged as a
percent of base salary.
Our named executive officers 2008 total cash compensation
(which, for market comparison purposes, is 2008 base salary plus
the actual cash incentive paid in 2008 for 2007 performance) was
below the market median, except Dr. Pickett, whose total
cash compensation was between the median and
75th percentile.
29
The Committee establishes and approves all Company goals for the
annual cash incentive plan based on recommendations made by the
CEO. Executive officers individual performance goals are
jointly developed by the executive and Mr. Mullen and
approved by the Committee. Mr. Mullens goals and
year-end assessment are also approved by the Committee, with
input from the other independent directors. In setting and
approving the performance goals for the executive officers and
for the Company, the Committee considers not only the alignment
to our business plan and the degree of difficulty of attainment,
but also the potential for the goals to encourage inappropriate
risk-taking. The Committee has determined that the goals and how
the goals are achieved do not put our patients, investors or the
Company at risk.
For the 2008 annual cash incentive plan, we selected Company
goals and assigned weights that reflected the Companys
established financial, strategic and operational objectives. In
2008, we assigned a total of 70% weight to financial goals and
30% to strategic and operational goals. These goals and weights
reflected the importance of linking reward opportunities to both
near-term and longer-term results and aligned management
incentives with the enhancement of long-term stockholder value.
We consistently set our performance targets with reference to
analyst consensus for Biogen Idec revenue and non-GAAP earnings
per share (EPS), based on the most-current analyst reports at
the time we set our targets. The following presents our targets
relative to analyst consensus for the years 2006 through 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
Non-
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
GAAP
|
|
|
|
|
|
GAAP
|
|
|
|
|
|
GAAP
|
|
|
|
Revenue ($M)
|
|
|
EPS
|
|
|
Revenue ($M)
|
|
|
EPS
|
|
|
Revenue ($M)
|
|
|
EPS
|
|
|
Wall Street Estimates
|
High
|
|
$
|
2,764
|
|
|
$
|
2.12
|
|
|
$
|
3,335
|
|
|
$
|
2.96
|
|
|
$
|
3,946
|
|
|
$
|
3.55
|
|
Average
|
|
$
|
2,594
|
|
|
$
|
2.03
|
|
|
$
|
3,094
|
|
|
$
|
2.57
|
|
|
$
|
3,542
|
|
|
$
|
3.21
|
|
Low
|
|
$
|
2,409
|
|
|
$
|
1.90
|
|
|
$
|
2,935
|
|
|
$
|
2.32
|
|
|
$
|
3,351
|
|
|
$
|
2.74
|
|
|
Biogen Idec Targets
|
Target
|
|
$
|
2,651
|
|
|
$
|
1.97
|
|
|
$
|
3,116
|
|
|
$
|
2.53
|
|
|
$
|
3,806
|
|
|
$
|
3.35
|
|
Biogen Idec vs. Wall Street Average
|
|
|
102
|
%
|
|
|
97
|
%
|
|
|
101
|
%
|
|
|
98
|
%
|
|
|
107
|
%
|
|
|
104
|
%
|
For 2008, we exceeded the maximum performance levels set for our
revenue and EPS goals, reflecting the significant focus and
effort made by our executives and other employees. Our results
also exceeded the highest Wall Street estimates for the Company
at the time the Committee approved the 2008 annual cash
incentive plan. We reached best case performance on two of our
three product pipeline goals and performed just below target on
the third pipeline goal. The following table shows the Company
goals and weighting that the Committee set for 2008, and our
degree of attainment of these goals.
30
2008
Annual Cash Incentive Plan Company Targets and Results
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Payout
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Factor for
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Target Performance Range
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2008 Plan
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Company Goals
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Weight
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Threshold
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Target
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Maximum
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Results
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Year
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Revenue
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35
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%
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$
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3,431M
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$
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3,806M
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$
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3,931M
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$
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4,098M
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150
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%
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Earnings Per Share(1)
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35
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%
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$
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3.05
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$
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3.35
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$
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3.50
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$
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3.66
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150
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%
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Advance up to five registration studies to achieve accelerated
approval dates
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12
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%
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Below-Target Results: Three programs met accelerated
timeline based on forecasted approval dates at the end of 2008.
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90
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%
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Advance up to three proof-of-concept programs to the next
decision point per timeline
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9
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%
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Best Case Results: Each of the three targeted
programs reached decision points on time.
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150
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%
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Advance up to twelve items within the early stage pipeline
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9
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%
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Best Case Results: Advanced thirteen programs within
the early stage pipeline.
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150
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%
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Weighted Company Performance (Company Multiplier)
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143
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%
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Notes to table:
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(1) |
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For purposes of the annual cash incentive plan, this performance
metric is based on non-GAAP EPS. The reconciliation from
GAAP to non-GAAP EPS is comprised of adjustments related to
the impact of: amortization of acquired intangible assets;
charge for in-process research and development related to a
contingent consideration payment in 2008 associated with the
2006 Conforma acquisition; charges related to stock options;
gain on sale of assets; restructuring related matters; and the
tax effect of these adjustments. |
We determine the individual cash incentive payments using the
following calculation:
Company
Multiplier x Individual Multiplier x Incentive Target (%) x
Annual Base Salary
The plan provides for a range of payout from 0% to 150% for each
Company goal and the Company Multiplier as a whole, and from 0%
to 150% for the Individual Multiplier. If either the Company
Multiplier or the Individual Multiplier is 0%, there is no
payout. If maximum performance were achieved on both the Company
Multiplier and an Individual Multiplier, a payout of 225% of
target (150% x 150%) would be made. The Individual Multiplier
reflects the assessment of the individual performance goals
discussed earlier in this section; each executives
Individual Multiplier thus reflects his or her overall
performance rating and ranking as part of our performance
assessment process.
Based on the results described above, a 143% Company Multiplier
for the 2008 annual cash incentive plan was approved by the
Committee. Based on performance against their individual goals,
our named executive officers Individual Bonus Multipliers
for 2008 ranged from 100% to 125%. The actual incentive payments
are included in the Summary Compensation Table.
For 2008, in addition to our annual cash incentive plan, the
Committee approved a special performance-based cash retention
bonus program to assist the Company in retaining key employees
through the period of business uncertainty arising from activist
stockholder activity during 2008. Each of our executive officers
other than the CEO was a participant in this program. The
program provided an additional cash incentive opportunity based
on the Companys performance in 2008 relative to our
revenue and EPS goals, which were given equal weight. The named
executive officers participating in this program each had a
target opportunity equal to their annual base salary as of
December 31, 2008. The Committee approved the target
opportunity levels based on its assessment of an appropriate
design based in part on market trend information presented by
management and Watson Wyatt. The actual amount of our retention
payments could range from 0% if the Company did not achieve
threshold results for revenue and EPS to 150% if the maximum
performance level was achieved or exceeded on both goals.
31
Our performance relative to our 2008 revenue and EPS goals for
the retention bonus program resulted in a Company Multiplier of
150%, as shown in the following table. The targets and results
are the same as those detailed above for our annual cash
incentive plan.
Retention
Bonus Targets and Results
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Target Performance
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Payout Factor
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Range
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for Retention
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Goals
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Weight
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Threshold
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Target
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Maximum
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Results
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Bonus
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Revenue
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50%
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$
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3,431M
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$
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3,806M
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$
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3,931M
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$
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4,098M
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150%
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Earnings Per Share
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50%
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$
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3.05
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$
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3.35
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$
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3.50
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$
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3.66
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150%
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Weighted Performance (Company Multiplier)
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150%
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Each of our named executive officers other than Mr. Mullen
earned a retention bonus equal to 150% of their annual base
salary as of December 31, 2008.
The retention bonus program was highly effective in retaining
critical employees during a challenging year and maintaining
focus on delivering strong financial results.
Long-term
Incentives align future earnings potential with stockholder
interests
Our LTI grants are based on individual performance, with
eligibility and grant value scaled with performance, and our
grants provide reward opportunities that align compensation with
stockholder interests and Company performance. Additionally,
through multi-year vesting, our LTI grants reinforce our goal to
retain top talent. Each year, the Committee determines the types
of LTI to be awarded. In doing so, the Committee considers the
effectiveness of each award type in achieving our compensation
objectives (such as employee performance, retention, motivation
and attraction), the needs of the business, competitive market
practices, dilution and expense constraints, and tax and
accounting implications. We currently grant equity-based LTI
awards (that is, awards that are based on the common stock of
the Company).
During 2007, the Committee evaluated various program designs for
2008 that were developed by management and reviewed by Watson
Wyatt, serving as consultant to the Committee. Based on these
recommendations, including a detailed review of competitive
practice among our peers, the Committee approved a program that
awarded stock options and restricted stock units to our
executive officers. We typically grant LTI to all employees,
including our executive officers, annually based on performance
(our annual merit grants), upon hire and upon
promotion. During 2008, the total grant date value of each award
was divided evenly between stock options and restricted stock
units. During 2008, Mr. Clancy also received a special
grant of restricted stock units. In lieu of annual merit awards
and consistent with the terms of his employment agreement,
Dr. Pickett was granted performance-vested restricted stock
units, which are described below.
We continue to grant stock options, as they promote alignment
with our stockholders and qualify as performance-based pay under
Section 162(m). Our stock option grants also promote
retention because they vest annually over the four-year period
following grant. We grant restricted stock units to reflect
competitive practices and to align executives interests
with those of stockholders while promoting retention by
providing some level of value regardless of our stock price at
any given time. Restricted stock units granted in conjunction
with our 2008 annual merit grant vest annually over the three
years following grant. In addition to their strong retention
value, we believe that restricted stock units support an
ownership mentality, which encourages our executives to act in a
manner consistent with the long-term interests of the Company
and its stockholders.
To help in assessing the external market, Biogen Idec sponsored
(and Watson Wyatt administered) a custom survey of LTI in which
most of our peers participated. To augment this data, the
Committee reviewed publicly available data for our LTI
compensation expense and aggregate share usage among Biogen
Idecs peers. Based on these external factors, as well as
Company performance and analyses of accounting cost implications
and employee retention, the Committee approved target LTI grant
values for 2008 that were at the 60th percentile of our
peers in terms of dollar value; this same competitive
positioning has been maintained for 2009. The Committees
decision to target LTI grant value at the 60th percentile
reflects the importance of LTI as an element of our total
compensation
32
program, the ability of our executive officers to positively
impact stockholder value and the fact that, unlike many of our
pharmaceutical peers, we do not maintain a defined benefit
pension plan for our executives. The value realized from our LTI
grants depends on our stock price, which is dependent on both
our Companys performance and external market factors.
Our LTI grant guidelines significantly differentiate LTI grants
based on individual performance and position level. As in prior
years, the 2008 LTI grant guidelines approved by the Committee
were segmented by overall performance rating, ensuring that top
performing employees receive noticeably larger grants than those
with average performance. Specifically, our 2008 LTI grant
guidelines for our middle-performing employees ranged from 75%
to 125% of the target grant value, the guidelines for our
highest-performing employees ranged from 130% to 200% of the
target grant value, and LTI grant guidelines for our
lower-performing employees ranged from 0% to 60% of the target
grant value. This approach, which we continued in 2009, allows
us to meaningfully reward and effectively retain those employees
who have the demonstrated potential to make the greatest
contributions to our long-term success and to differentiate
their rewards from those received by other employees.
We follow a consistent annual grant pattern that follows the
completion of our internal performance reviews and ranking, as
well as our external analyses that include a review of peer
equity practices and the results of the LTI custom survey
described earlier. Since 2004, we have made our annual merit
equity grant in February of each year, following our annual
earnings release. The date of each annual merit grant is the
date upon which the Committee approves the individual grants,
with the exception of grants to the CEO, for whom grants require
Board of Directors approval and are thus granted on the date of
that approval. Other grants, such as those in connection with a
new hire or promotion, are granted on the first trading day of
the month following the date of hire or promotion. Our stock
options have an exercise price equal to the closing price of
Biogen Idec stock on the date of grant.
We employ performance-vested LTI when we believe it is the most
appropriate approach for achieving our business objectives.
Performance-vested restricted stock units are a key component of
Dr. Picketts total equity awards, consistent with his
specific goals of advancing our pipeline and research and
development (R&D) efforts during the time from his hire
through 2010. Dr. Pickett was granted the opportunity to
earn up to 30,000 performance-vested restricted stock units for
the 2008 calendar year, and has separate grants to earn up to
30,000 performance-vested restricted stock units in each of 2009
and 2010. Each years plan provides for a maximum vested
award of 30,000 restricted stock units, with any unearned units
in a given year forfeited.
33
Based on the CEOs recommendations, in 2008 the Committee
approved goals for Dr. Picketts performance grant
which included pipeline goals and R&D organizational
objectives. His results relative to these goals were approved by
the Committee in 2009.
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Targets
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Results
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Recommend and gain approval to transition candidates from
research to development during 2008.
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Exceeded target. Six candidates approved for transition from
research to development
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Advance pre-defined candidates into
first-in-human
studies during 2008.
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Exceeded target. Five candidates advanced into first-in-human
studies during 2008.
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Advance defined development candidates into proof-of-concept
studies during 2008.
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At target. Three candidates entered studies during 2008.
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Advance defined ongoing proof-of-concept studies to next
decision point per timeline.
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At target. Four studies moved to next decision point.
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Advance registration studies for defined programs to achieve
accelerated approval dates.
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Partial attainment. Three studies on track for accelerated
approval dates and two programs delayed versus accelerated
approval dates.
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Advance operational effectiveness and objectives.
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At target. Effective support of M&A, new ventures and
incubator opportunities; effective management of R&D
spending; and successful implementation of R&D process
improvements.
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Effective recruitment and development of staff within the
R&D organization.
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At target. Attracted top talent for key senior management
positions and continued to develop internal successors for key
positions.
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Based on attaining or exceeding most goals and the near-target
performance with respect to registration studies, the CEO
recommended, and the Committee approved, that Dr. Pickett
receive 100% of the 30,000 performance-vested restricted stock
units for the 2008 performance period. These 30,000 units
vested on February 24, 2009, which was the date of
Committee approval.
Benefits
In addition to participating in the benefit programs provided to
all employees (for example, our employee stock purchase plan and
medical, dental, vision, life and disability insurance), we
provide some supplemental benefits to executives. These benefits
include:
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Life Insurance. Our named executive officers
in the United States receive Company-paid term life insurance
equal to three times annual base salary, up to a maximum benefit
of $1,500,000; this cap does not apply to the life insurance
benefit provided to the CEO. As a comparison, other executives
also receive Company-paid term life insurance equal to three
times annual base salary up to a maximum of $1,500,000 and
employees who are not executives receive Company-paid term life
insurance equal to two times their annual base salary. The cost
of Company-paid life insurance in excess of a $50,000 insurance
level is taxable income to employees. Mr. Hasler was
provided life insurance equal to one times his annual base
salary.
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Tax Preparation, Financial and Estate
Planning. Our named executive officers are
eligible for reimbursement of expenses incurred for tax
preparation, financial
and/or
estate planning services, as well as the purchase of tax
preparation
and/or
financial planning software. Such reimbursements are considered
taxable income to the executives and are subject to annual
limits. None of our named executive officers received
reimbursement in excess of the limit.
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Automobile Allowance. Consistent with the
benefits available to management employees of our Swiss
affiliate, Mr. Hasler received a monthly automobile
allowance. Under the structure of our Swiss automobile allowance
program, a portion of the allowance was non-taxable and the
balance was taxable to Mr. Hasler.
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Expense Allowance. Consistent with the
benefits available to management employees of our Swiss
affiliate, Mr. Hasler received a monthly allowance for
expenses, known locally as a representation
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34
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allowance. This allowance was provided to cover each
expense incurred that was less than CHF 50, and Mr. Hasler
was allowed under our expense reimbursement policies to only
expense items of greater than CHF 50.
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Retirement
Plans
The Company does not maintain a pension plan or a defined
benefit plan.
The Company maintains a Supplemental Savings Plan, or SSP, which
covers our United States executive officers and other management
employees in the United States. The SSP replaced our prior
deferred compensation plan, as well as the Biogen, Inc.
Voluntary Executive Supplemental Savings Plan. Employees whose
base salary and annual cash incentives for the year exceed a
specified limit under Section 401(a)(17) of the Internal
Revenue Code ($230,000 in 2008) receive a Company-paid
restoration match on the portion of their base
salary and annual cash incentive that exceeds this limit; the
restoration match equals six percent of this excess
compensation. This feature is intended to replace the amount of
matching employer contributions that the participant would
otherwise have been eligible to receive under our 401(k) plan
but for this limit. In addition, eligible employees may make
voluntary contributions of up to 80% of their base salary and
100% of their annual cash incentives to the SSP, and thereby
defer income taxes on such amounts until distribution is made
from the SSP. The Company does not match these voluntary
contributions to the SSP. Our SSP provides for immediate vesting
of the restoration match, consistent with our immediate vesting
of the Company match provided under our 401(k) plan
SSP accounts are maintained for each participant. Accounts
include employee and employer contributions and reflect
performance of notional investments selected by the
employee, or on a default investment if the employee does not
make a selection. These investment options include the mutual
funds offered under our 401(k) plan, as well as a fixed rate
option which earns a rate of return determined each year by the
Companys Retirement Committee. In 2008, this rate of
return was 8%. The excess of the interest rate paid on the fixed
rate option above 120% of the applicable federal long-term rate
(compounded quarterly) earned by our named executive officers
during 2008 is shown in the Summary Compensation Table. We fund
the SSP liabilities informally through corporate owned life
insurance (COLI), which we purchase with the formal consent of
SSP participants. The premiums on the COLI policies are paid
from employees deferred compensation contributions and
thus do not require separate funding by the Company. COLI does
not create tax liabilities for the Company at any time, so these
policies are a cost-effective way to fund the SSP liabilities.
We believe that the COLI policies will be sufficient to cover
Plan liabilities through the projected payout date so the Plan
will not require direct funding by the Company.
The Company maintains a defined contribution retirement plan for
executive officers, management and other highly compensated
employees of our Swiss affiliate, which included
Mr. Hasler. This plan provided for defined contributions by
both Mr. Hasler and the Company. Each years
contributions were based on required contributions by the
participant and employer that totaled 20% of
Mr. Haslers salary and bonus. Mr. Hasler was
required to pay approximately 6.7% of his earnings into his plan
account each year; the Company paid an amount approximately
equal to 13.3% of Mr. Haslers earnings into his plan
account each year. This plan does not guarantee a fixed return
on investments higher than the minimum set by the Swiss
government.
Post-termination
Compensation and Benefits
We have a program in place under which all of our executives
receive severance benefits if they are terminated without cause
(and, in the case of Messrs. Mullen and Pickett, if they
terminate for good reason) or in the event of an Involuntary
Employment Action (as defined in our 2008 Omnibus Equity Plan)
following a corporate transaction or a change in control. The
benefits they receive depend on their position (or, in the case
of Messrs. Mullen and Pickett, are included in their
employment agreements). We provide these arrangements because we
believe that some severance arrangements, as well as protection
in the event of a corporate transaction or change in control,
are necessary to enable executives to maintain their focus on
the business during a period when they otherwise might be
distracted. The terms of these arrangements and the amounts
payable under them are described below under Potential
Payments Upon Termination or Change in Control.
35
Recoupment
of Compensation
We maintain policies to recover compensation from our employees
who engage in detrimental or competitive activity. Detrimental
activity includes any action or failure to act that constitutes
financial malfeasance that is materially injurious to the
Company, violates our Code of Conduct, results in restatement of
our earnings or financial results or results in a violation or
breach of law or contract. Competitive activity includes any
action or failure to act that violates non-disclosure,
non-competition
and/or
non-solicitation agreements. Our 2008 Performance-Based
Management Incentive Plan provides for the forfeiture
and/or
repayment of awards and our 2008 Omnibus Equity Plan also
provides for the cancellation of LTI awards in these
circumstances.
Amendments
to Employment Agreements
In 2008, we amended Mr. Mullens and
Dr. Picketts employment agreements for purposes of
compliance with Section 409A of the Internal Revenue Code.
The amendments, which were filed as Exhibits to our
Form 10-K
Annual Report for 2008, clarified definitions and processes to
ensure that future payments would be either exempt from or in
compliance with the Internal Revenue Code requirements for
payment of deferred compensation.
Tax-Deductibility
of Compensation
Section 162(m) of the Internal Revenue Code limits to
$1 million the amount a company may deduct for compensation
paid to its CEO or any of its other three named executive
officers (excluding the Chief Financial Officer). This
limitation does not, however, apply to compensation meeting the
definition of qualifying performance-based
compensation.
Management regularly reviews the provisions of our plans and
programs, monitors legal developments and works with the
Committee to preserve Section 162(m) tax deductibility of
compensation payments. Changes to preserve tax-deductibility are
adopted to the extent reasonably practicable, consistent with
our compensation policies and as determined to be in the best
interests of Biogen Idec and its stockholders. Amounts of base
salary above $1,000,000 and our time-vested restricted stock
units are not deductible for our named executive officers. For
2008, our stock option grants, our annual cash incentive plan,
our retention bonus program and Dr. Picketts
performance-vested restricted stock unit grant were
tax-deductible compensation under Section 162(m).
Maximum potential cash incentive awards under the 2008 annual
cash incentive plan were determined for each named executive
officer based on our non-GAAP net income for the year. The
actual award to each executive was less than this maximum amount
based on the degree of attainment of Company and individual
performance goals set in the annual cash incentive plan
described above. Dr. Picketts performance-vested
restricted stock unit plan was similarly structured to ensure a
maximum funded value was based on an objectively determined
basis.
Under the management incentive plan approved by the
Companys stockholders in 2003, we limited tax-deductible
performance-based incentive payments to $3,500,000 per executive
per year. In 2008, we obtained stockholder approval of a new
management incentive plan that permits us to continue to
structure and provide performance-based awards that are
tax-deductible. The 2008 MIP limits tax-deductible
performance-based incentive payments to $6,000,000 per year for
the Chief Executive Officer and $3,000,000 per year for each
other executive.
Our new performance-vested restricted stock unit program has
been designed to meet the Section 162(m) requirements for
tax-deductible compensation, based on the provisions of the
stockholder-approved 2008 Omnibus Equity Plan.
36
Compensation
and Management Development Committee Report
The Compensation and Management Development Committee (the
Committee) furnishes the following report:
The Committee has reviewed and discussed the Compensation
Discussion and Analysis with Biogen Idec management. Based on
this review and discussion, the Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis
be included in this proxy statement.
Submitted by,
William D. Young, Chairman
Marijn E. Dekkers
Alan B. Glassberg
Lynn Schenk
Summary
Compensation Table
The following table shows the compensation paid to or earned by
the named executive officers during the years ended
December 31, 2006, December 31, 2007 and
December 31, 2008, for the year(s) in which he was a named
executive officer.
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Change in
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Non-Equity Incentive Plan
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Pension Value
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Compensation
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and
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Annual
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Nonqualified
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Cash
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Deferred
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Stock
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Option
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Incentive
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Retention
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Compensation
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All Other
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Name and Principal
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Salary
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Awards
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Awards
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Plan
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Bonus Plan
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Earnings
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Compensation
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Total
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Position
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Year
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($)
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($)(1)
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($)(1)
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($)(2)
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($)(3)
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($)(4)
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($)(5)
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($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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James C. Mullen
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2008
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$
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1,192,308
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$
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3,436,823
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$
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2,747,571
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$
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2,400,000
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$
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96,352
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$
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257,919
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$
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10,130,973
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President and CEO
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2007
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|
$
|
1,142,308
|
|
|
$
|
2,735,728
|
|
|
$
|
2,922,003
|
|
|
$
|
1,943,500
|
|
|
|
|
|
|
$
|
67,817
|
|
|
$
|
210,786
|
|
|
$
|
9,022,142
|
|
|
|
|
2006
|
|
|
$
|
1,084,616
|
|
|
$
|
5,784,401
|
|
|
$
|
3,209,365
|
|
|
$
|
2,000,000
|
|
|
|
|
|
|
$
|
54,063
|
|
|
$
|
160,700
|
|
|
$
|
12,293,145
|
|
Paul J. Clancy
|
|
|
2008
|
|
|
$
|
492,308
|
|
|
$
|
862,724
|
|
|
$
|
468,732
|
|
|
$
|
393,250
|
|
|
$
|
750,000
|
|
|
$
|
5,321
|
|
|
$
|
48,655
|
|
|
$
|
3,020,990
|
|
EVP and CFO
|
|
|
2007
|
|
|
$
|
373,822
|
|
|
$
|
442,994
|
|
|
$
|
240,913
|
|
|
$
|
280,800
|
|
|
|
|
|
|
|
|
|
|
$
|
32,140
|
|
|
$
|
1,370,669
|
|
Cecil B. Pickett
|
|
|
2008
|
|
|
$
|
816,923
|
|
|
$
|
3,077,747
|
|
|
|
|
|
|
$
|
879,450
|
|
|
$
|
1,230,000
|
|
|
$
|
31,898
|
|
|
$
|
91,215
|
|
|
$
|
6,127,233
|
|
President, Research and Development
|
|
|
2007
|
|
|
$
|
796,154
|
|
|
$
|
5,566,577
|
|
|
|
|
|
|
$
|
561,600
|
|
|
|
|
|
|
$
|
14,043
|
|
|
$
|
176,440
|
|
|
$
|
7,114,814
|
|
Hans Peter Hasler
|
|
|
2008
|
|
|
$
|
640,281
|
|
|
$
|
997,565
|
|
|
$
|
712,885
|
|
|
$
|
728,530
|
|
|
$
|
1,018,922
|
|
|
|
|
|
|
$
|
254,140
|
|
|
$
|
4,352,323
|
|
Former Chief Operating Officer(8)(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert A. Hamm
|
|
|
2008
|
|
|
$
|
473,231
|
|
|
$
|
1,051,326
|
|
|
$
|
904,691
|
|
|
$
|
360,360
|
|
|
$
|
720,000
|
|
|
$
|
21,947
|
|
|
$
|
51,340
|
|
|
$
|
3,582,895
|
|
Chief Operating Officer(9)
|
|
|
2007
|
|
|
$
|
432,769
|
|
|
$
|
1,649,137
|
|
|
$
|
961,342
|
|
|
$
|
238,056
|
|
|
|
|
|
|
$
|
15,886
|
|
|
$
|
43,108
|
|
|
$
|
3,340,298
|
|
|
|
|
2006
|
|
|
$
|
408,396
|
|
|
$
|
1,680,588
|
|
|
$
|
781,011
|
|
|
$
|
230,325
|
|
|
|
|
|
|
$
|
13,243
|
|
|
$
|
36,906
|
|
|
$
|
3,150,469
|
|
Notes to
Summary Compensation Table
|
|
|
(1) |
|
The amounts in columns (d) and (e) reflect the dollar
amounts recognized for financial statement reporting purposes in
accordance with SFAS 123(R) during 2006, 2007 and 2008 for
unvested restricted stock, restricted stock units and stock
options held by each executive officer. These amounts are
attributable to awards granted in and prior to 2006, 2007 and
2008. The fair value of time-vested restricted stock and
restricted stock units is based on the market value of our stock
on the date of grant. The value of stock options is calculated
using a Black-Scholes option pricing model. Assumptions used in
this calculation are included on
page F-30
in footnote 5 of the Companys
Form 10-K
for 2006, on
page F-30
in footnote 5 of the Companys Form
10-K for
2007 and on
page F-33
in footnote 6 of the Companys Form
10-K for
2008. The amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. The
amounts for Mr. Hamm reflect his eligibility for
retirement-based accelerated vesting of his restricted stock,
restricted stock units and stock options during each of those
years. |
|
(2) |
|
The amounts in column (f) reflect the actual bonuses
awarded under the Companys Management Incentive Plan
(Annual Cash Incentive Plan), which is discussed on page 30
in the section on our annual cash incentives. |
37
|
|
|
(3) |
|
The amounts in column (g) reflect actual bonuses awarded
under our performance-based cash retention bonus program, which
is discussed on page 31 in the section on our annual cash
incentives. |
|
(4) |
|
The amounts in column (h) represent earnings in the
Supplemental Savings Plan (SSP) that are in excess of 120% of
the average applicable federal long-term rate. The federal
long-term rates for 2006 applied in this calculation were 5.52%
in the first quarter, 6.25% in the second quarter, 6.12% in the
third quarter and 5.77% in the fourth quarter. The federal
long-term rates for 2007 applied in this calculation were 5.90%
in the first quarter, 5.78% in the second quarter, 6.00% in the
third quarter and 5.56% in the fourth quarter. The federal
long-term rates for 2008 applied in this calculation were 5.05%
in the first quarter, 5.26% in the second quarter, 5.40% in the
third quarter and 5.25% in the fourth quarter. The SSP is
discussed on page 35 in the section on our retirement
plans. Mr. Hasler was a participant in the retirement plan
we maintain for employees of our Swiss affiliate and which is
discussed on page 35 in the section on our retirement plans. |
|
(5) |
|
The amounts in column (i) for 2008 reflect the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Contribution
|
|
|
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Matching
|
|
|
to SSP
|
|
|
Personal
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
or Swiss
|
|
|
Financial and
|
|
|
Paid Life
|
|
|
|
|
|
|
|
|
|
to 401(k)
|
|
|
Retirement
|
|
|
Tax Planning
|
|
|
Insurance
|
|
|
Tax Gross-Up/
|
|
|
|
|
Executive Officer
|
|
Plan Account
|
|
|
Account
|
|
|
Reimbursement
|
|
|
Premiums
|
|
|
Equalization(6)
|
|
|
Other(7)
|
|
|
Mr. Mullen
|
|
$
|
13,800
|
|
|
$
|
174,348
|
|
|
$
|
45,593
|
|
|
$
|
3,110
|
|
|
$
|
21,068
|
|
|
|
|
|
Mr. Clancy
|
|
$
|
13,800
|
|
|
$
|
32,586
|
|
|
$
|
475
|
|
|
$
|
891
|
|
|
$
|
903
|
|
|
|
|
|
Dr. Pickett
|
|
$
|
13,800
|
|
|
$
|
68,911
|
|
|
$
|
7,500
|
|
|
$
|
990
|
|
|
$
|
14
|
|
|
|
|
|
Mr. Hasler
|
|
|
|
|
|
$
|
115,699
|
|
|
$
|
17,011
|
|
|
$
|
5,905
|
|
|
$
|
78,792
|
|
|
$
|
36,733
|
|
Mr. Hamm
|
|
$
|
13,800
|
|
|
$
|
28,877
|
|
|
$
|
2,500
|
|
|
$
|
863
|
|
|
$
|
5,300
|
|
|
|
|
|
|
|
|
|
|
The amounts in column (i) for 2007 and 2006 differ from the
amounts reported in prior years. Previously, these amounts had
been reported as Other Compensation in the year in which the
Companys contribution was credited to the executives
accounts. For 2008, based on newly published SEC staff guidance,
the amounts reported are based on earnings for the year,
regardless of when credited to the account. |
|
(6) |
|
The amounts for Messrs. Mullen, Clancy, Pickett and Hamm
represent the
gross-up for
the Medicare tax incurred for Biogen Idec contributions to the
executives SSP account from 2004 through 2007. This
one-time payment was provided by the Company as a transition to
collecting and paying this tax during each calendar year;
effective in 2008, the Medicare taxes are paid directly by the
executives and are not grossed up by the Company. The amount for
Mr. Hasler reflects a tax equalization payment for U.S. tax
liabilities arising from the exercise of stock options, plus a
tax gross-up
on that amount, as provided for in Mr. Haslers July
2003 employment agreement. |
|
(7) |
|
The amount for Mr. Hasler includes a $26,715 car allowance
and a $10,018 representation allowance, each as described on
page 34 in the section on our benefits. |
|
(8) |
|
The amounts for Mr. Hasler are converted from Swiss Francs
to US Dollars based on the following methodology:
(i) amounts reported in columns (c) and (i) are
converted based on the average monthly currency exchange rate
for the month in which the payment was made; and
(ii) amounts reported in columns (f), (g) and
(h) are converted based on the December 31, 2008
currency exchange rate. As the Company recognizes LTI expense in
US Dollars, there is no conversion of the amounts in columns
(d) and (e). |
|
(9) |
|
On March 30, 2009, Mr. Hamm was named Chief Operating
Officer, replacing Mr. Hasler who resigned as Chief
Operating Officer effective March 30, 2009. Prior to this
appointment and throughout 2008, Mr. Hamm served as
Executive Vice President, Pharmaceutical Operations and
Technology. |
38
2008
Grants of Plan-Based Awards
The following table shows additional information regarding all
grants of plan-based awards made to our named executive officers
for the year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Estimated Future Payouts Under
|
|
|
Shares of
|
|
|
Securities
|
|
|
Price of
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Equity Incentive Plan Awards
|
|
|
or
|
|
|
Underlying
|
|
|
Option
|
|
|
Stock and
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Grant Date
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
Awards(1)
|
|
(a)
|
|
(b)
|
|
|
Notes
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
|
(l)
|
|
|
James C. Mullen
|
|
|
02/13/08
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,300
|
|
|
|
|
|
|
|
|
|
|
$
|
3,750,132
|
|
|
|
|
02/13/08
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166,100
|
|
|
$
|
63.24
|
|
|
$
|
3,627,275
|
|
|
|
|
02/13/08
|
|
|
|
(4
|
)
|
|
$
|
750,000
|
|
|
$
|
1,500,000
|
|
|
$
|
2,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul J. Clancy
|
|
|
02/12/08
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,690
|
|
|
|
|
|
|
|
|
|
|
$
|
950,186
|
|
|
|
|
02/12/08
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,940
|
|
|
$
|
60.56
|
|
|
$
|
918,891
|
|
|
|
|
02/12/08
|
|
|
|
(4
|
)
|
|
$
|
125,000
|
|
|
$
|
250,000
|
|
|
$
|
375,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
(5
|
)
|
|
$
|
250,000
|
|
|
$
|
500,000
|
|
|
$
|
750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/08
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
$
|
300,060
|
|
Cecil B. Pickett
|
|
|
02/12/08
|
|
|
|
(4
|
)
|
|
$
|
307,500
|
|
|
$
|
615,000
|
|
|
$
|
922,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
(5
|
)
|
|
$
|
410,000
|
|
|
$
|
820,000
|
|
|
$
|
1,230,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hans Peter Hasler
|
|
|
02/12/08
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,340
|
|
|
|
|
|
|
|
|
|
|
$
|
1,050,110
|
|
|
|
|
02/12/08
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,570
|
|
|
$
|
60.56
|
|
|
$
|
1,015,715
|
|
|
|
|
02/12/08
|
|
|
|
(4
|
)
|
|
$
|
203,785
|
|
|
$
|
407,569
|
|
|
$
|
611,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
(5
|
)
|
|
$
|
339,641
|
|
|
$
|
679,282
|
|
|
$
|
1,018,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/02/08
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,400
|
|
|
|
|
|
|
|
|
|
|
$
|
270,204
|
|
|
|
|
06/02/08
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,320
|
|
|
$
|
61.41
|
|
|
$
|
279,643
|
|
Robert A. Hamm
|
|
|
02/12/08
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,040
|
|
|
|
|
|
|
|
|
|
|
$
|
850,262
|
|
|
|
|
02/12/08
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,320
|
|
|
$
|
60.56
|
|
|
$
|
822,276
|
|
|
|
|
02/12/08
|
|
|
|
(4
|
)
|
|
$
|
120,000
|
|
|
$
|
240,000
|
|
|
$
|
360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
(5
|
)
|
|
$
|
240,000
|
|
|
$
|
480,000
|
|
|
$
|
720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to 2008 Grants of Plan-Based Awards Table
|
|
|
(1) |
|
The amounts in this column represent the full grant date fair
value as determined under SFAS 123(R). The value of stock
options granted is based on Grant Date Present Value as
calculated using a Black-Scholes option pricing model. |
|
(2) |
|
Annual grant of restricted stock units (RSUs). These RSUs are
scheduled to vest 33.3% ratably on the first three anniversaries
of the grant date. |
|
(3) |
|
Annual grant of stock options. These options have a ten-year
term and are scheduled to vest 25% ratably on the first four
anniversaries of the grant date. |
|
(4) |
|
Annual Cash Incentive Plan. The amounts shown in column
(d) represent the 2008 target payout amount based on the
target incentive percentage applied to each executives
base salary as of December 31, 2008, with the amounts for
Mr. Hasler converted from Swiss Francs to US Dollars based
on the December 31, 2008 currency exchange rate. For 2008,
the bonus targets were 125% of salary for Mr. Mullen, 75%
of salary for Dr. Pickett, 60% for Mr. Hasler and 50%
of salary for Mr. Clancy and Mr. Hamm. The amounts in
columns (c), (d) and (e) assume that the
executives individual multiplier was 100%. Column
(c) represents a payment if the Company Multiplier was 50%.
Column (d) represents a payment if the Company Multiplier
was 100%. Column (e) represents a payment if the Company
Multiplier was 150%. Our actual Company Multiplier for 2008 was
143%. This plan is described on page 30 in the section on
our annual cash incentives. |
|
(5) |
|
Retention Bonus Program. The amounts shown in column
(d) represent the 2008 target payout amount for each
executive as of December 31, 2008, with the amounts for
Mr. Hasler converted from Swiss Francs to US Dollars based
on the December 31, 2008 currency exchange rate. The bonus
targets were 100% of salary for each participating executive.
Column (c) represents a payment if the Company Multiplier
was 50%. Column (d) represents a payment if the Company
Multiplier was 100%. Column (e) represents a payment at the
actual Company Multiplier of 150%, which was the maximum. This
plan is described on page 31 in the section on our annual
cash incentives. |
|
(6) |
|
Grant of RSUs made under the 2008 Special LTI Grant authorized
by the Committee. These RSUs are scheduled to vest 33.3% ratably
on the first three anniversaries of the grant date. |
|
(7) |
|
Promotion grant of RSUs. These RSUs are scheduled to vest 33.3%
ratably on the first three anniversaries of the grant date. |
39
|
|
|
(8) |
|
Promotion grant of stock options. These options have a ten-year
term and are scheduled to vest 25% ratably on the first four
anniversaries of the grant date. |
Outstanding
Equity Awards at 2008 Fiscal Year-End
The following table summarizes the equity awards that were
outstanding as of December 31, 2008 for each of the named
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1)
|
|
|
Stock Awards(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
Number
|
|
|
Market
|
|
|
Number
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
of
|
|
|
Value of
|
|
|
of Unearned
|
|
|
Shares,
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
Shares,
|
|
|
Units or
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
Units or
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Other
|
|
|
Rights
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
That
|
|
|
That
|
|
|
Rights
|
|
|
That
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have
|
|
|
Have Not
|
|
|
|
|
|
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
Not Vested
|
|
|
Vested
|
|
Name
|
|
Grant Date
|
|
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
($)
|
|
|
Date(1)
|
|
|
(#)(2)
|
|
|
($)(3)
|
|
|
(#)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
Notes
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
|
James C. Mullen
|
|
|
12/09/99
|
|
|
|
(4
|
)
|
|
|
172,500
|
|
|
|
|
|
|
|
|
|
|
$
|
62.28
|
|
|
|
12/08/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/16/00
|
|
|
|
(5
|
)
|
|
|
287,500
|
|
|
|
|
|
|
|
|
|
|
$
|
51.85
|
|
|
|
06/15/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/14/01
|
|
|
|
|
|
|
|
402,500
|
|
|
|
|
|
|
|
|
|
|
$
|
49.03
|
|
|
|
12/13/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/17/05
|
|
|
|
(6
|
)
|
|
|
325,000
|
|
|
|
|
|
|
|
|
|
|
$
|
67.57
|
|
|
|
02/16/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/06
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
$
|
44.59
|
|
|
|
02/06/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,666
|
|
|
$
|
1,270,102
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/07
|
|
|
|
|
|
|
|
52,500
|
|
|
|
157,500
|
|
|
|
|
|
|
$
|
49.17
|
|
|
|
02/12/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,666
|
|
|
$
|
2,222,702
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/08
|
|
|
|
|
|
|
|
|
|
|
|
166,100
|
|
|
|
|
|
|
$
|
63.24
|
|
|
|
02/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,300
|
|
|
$
|
2,824,459
|
|
|
|
|
|
|
|
|
|
Paul J. Clancy
|
|
|
03/05/01
|
|
|
|
(4
|
)(6)
|
|
|
28,750
|
|
|
|
|
|
|
|
|
|
|
$
|
58.99
|
|
|
|
03/04/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/14/01
|
|
|
|
|
|
|
|
4,761
|
|
|
|
|
|
|
|
|
|
|
$
|
49.03
|
|
|
|
12/13/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/06/02
|
|
|
|
|
|
|
|
10,005
|
|
|
|
|
|
|
|
|
|
|
$
|
37.45
|
|
|
|
12/05/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/04
|
|
|
|
(7
|
)
|
|
|
13,000
|
|
|
|
|
|
|
|
|
|
|
$
|
43.50
|
|
|
|
02/05/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/17/05
|
|
|
|
(6
|
)
|
|
|
8,400
|
|
|
|
|
|
|
|
|
|
|
$
|
67.57
|
|
|
|
02/16/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
5,494
|
|
|
|
5,496
|
|
|
|
|
|
|
$
|
44.24
|
|
|
|
02/05/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,480
|
|
|
$
|
70,492
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/06
|
|
|
|
|
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
$
|
41.03
|
|
|
|
07/31/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
833
|
|
|
$
|
39,676
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/07
|
|
|
|
|
|
|
|
4,525
|
|
|
|
13,575
|
|
|
|
|
|
|
$
|
49.31
|
|
|
|
02/11/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,666
|
|
|
$
|
222,242
|
|
|
|
|
|
|
|
|
|
|
|
|
06/01/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
$
|
285,780
|
|
|
|
|
|
|
|
|
|
|
|
|
09/04/07
|
|
|
|
|
|
|
|
5,000
|
|
|
|
15,000
|
|
|
|
|
|
|
$
|
63.55
|
|
|
|
09/03/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/04/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,333
|
|
|
$
|
254,011
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
|
|
|
|
|
|
|
|
43,940
|
|
|
|
|
|
|
$
|
60.56
|
|
|
|
02/11/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,690
|
|
|
$
|
747,315
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
$
|
285,780
|
|
|
|
|
|
|
|
|
|
Cecil B. Pickett
|
|
|
10/02/06
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
$
|
2,857,800
|
|
|
|
|
|
|
|
|
|
|
|
|
10/02/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,800
|
|
|
$
|
704,924
|
|
|
|
|
|
|
|
|
|
|
|
|
06/01/07
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
$
|
4,286,700
|
|
Hans Peter Hasler
|
|
|
02/17/05
|
|
|
|
(6
|
)
|
|
|
22,500
|
|
|
|
|
|
|
|
|
|
|
$
|
67.57
|
|
|
|
02/16/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
20,450
|
|
|
|
|
|
|
$
|
44.24
|
|
|
|
02/05/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,466
|
|
|
$
|
260,346
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/07
|
|
|
|
|
|
|
|
|
|
|
|
38,850
|
|
|
|
|
|
|
$
|
49.31
|
|
|
|
02/11/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
|
|
$
|
635,051
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07
|
|
|
|
|
|
|
|
1,725
|
|
|
|
5,175
|
|
|
|
|
|
|
$
|
72.87
|
|
|
|
10/31/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
$
|
85,734
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
|
|
|
|
|
|
|
|
48,570
|
|
|
|
|
|
|
$
|
60.56
|
|
|
|
02/11/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,340
|
|
|
$
|
825,904
|
|
|
|
|
|
|
|
|
|
|
|
|
06/02/08
|
|
|
|
|
|
|
|
|
|
|
|
12,320
|
|
|
|
|
|
|
$
|
61.41
|
|
|
|
06/01/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/02/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,400
|
|
|
$
|
209,572
|
|
|
|
|
|
|
|
|
|
Robert A. Hamm
|
|
|
02/17/05
|
|
|
|
(6
|
)
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
$
|
67.57
|
|
|
|
02/16/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
20,450
|
|
|
|
|
|
|
$
|
44.24
|
|
|
|
02/05/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,466
|
|
|
$
|
260,346
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/07
|
|
|
|
|
|
|
|
|
|
|
|
29,175
|
|
|
|
|
|
|
$
|
49.31
|
|
|
|
02/11/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
476,300
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07
|
|
|
|
|
|
|
|
1,725
|
|
|
|
5,175
|
|
|
|
|
|
|
$
|
72.87
|
|
|
|
10/31/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
$
|
381,040
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
$
|
85,734
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
|
|
|
|
|
|
|
|
39,320
|
|
|
|
|
|
|
$
|
60.56
|
|
|
|
02/11/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,040
|
|
|
$
|
668,725
|
|
|
|
|
|
|
|
|
|
40
Notes to Outstanding Equity Awards At 2008 Fiscal Year-End
Table
|
|
|
(1) |
|
All stock option grants were granted with a ten-year term and
remain exercisable through the end of the date noted. Stock
option grants vest 25% ratably over the first four anniversaries
of grant unless otherwise noted. |
|
(2) |
|
Restricted stock unit awards vest 33% ratably on the first three
anniversaries of grant unless otherwise noted. |
|
(3) |
|
Market value of awards is based on the closing price of our
common stock as of December 31, 2008 ($47.63) as reported
by NASDAQ. |
|
(4) |
|
These options vested 20% ratably over the first five
anniversaries of grant. |
|
(5) |
|
These options vested 14.28% ratably over the first seven
anniversaries of grant. |
|
(6) |
|
In December of 2005, all unvested options with exercise prices
of $55.00 or higher were accelerated (fully vested) to avoid the
associated expense under SFAS 123(R). The sale of these
options by executive officers is restricted before which time as
vesting would otherwise have taken place (or, if earlier, an
executive officers last day of employment).
Mr. Clancy is not subject to this sale restriction as he
was not an executive officer at the time of the acceleration. |
|
(7) |
|
These options vests 25% ratably on the first four calendar
year-ends following grant. |
|
(8) |
|
This grant to Dr. Pickett vests 25% ratably over the first
four anniversaries of grant. |
|
(9) |
|
This grant of performance-vested restricted stock units to
Dr. Pickett vests over three years on the dates
corresponding to the assessment of results for the applicable
performance period. |
2008
Options Exercised and Stock Vested
Our executive officers are only able to exercise options,
purchase shares or sell shares of Biogen Idec stock as part of
pre-established trading plans. Trading plans may only be entered
into when the executive is not in possession of material
non-public information about the Company, and we require a
60-day
period following the establishment of a trading plan before any
trades may be executed. Our policy is designed to protect
against trading activity that may be perceived as suspect, while
still providing our executives an opportunity to realize the
value intended by the Company in granting option and stock
awards.
The following table shows information regarding option exercises
and vesting of stock awards for each named executive officer
during the year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized Upon
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Acquired on Exercise
|
|
|
Exercise
|
|
|
Acquired on Vesting
|
|
|
Upon Vesting
|
|
Name
|
|
(#)
|
|
|
($)(1)
|
|
|
(#)(2)
|
|
|
($)(3)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
James C. Mullen
|
|
|
758,750
|
|
|
$
|
17,805,448
|
|
|
|
50,001
|
|
|
$
|
3,117,796
|
|
Paul J. Clancy
|
|
|
|
|
|
|
|
|
|
|
13,514
|
|
|
$
|
788,308
|
|
Cecil B. Pickett
|
|
|
|
|
|
|
|
|
|
|
71,800
|
|
|
$
|
3,860,784
|
|
Hans Peter Hasler
|
|
|
30,044
|
|
|
$
|
603,586
|
|
|
|
13,034
|
|
|
$
|
772,911
|
|
Robert A. Hamm
|
|
|
156,086
|
|
|
$
|
2,767,194
|
|
|
|
15,367
|
|
|
$
|
842,158
|
|
Notes to 2008 Options Exercised and Stock Vested Table
|
|
|
(1) |
|
The value realized is the difference between the closing price
of the common stock of the Company at the time of exercise and
the option exercise price, times the number of shares acquired
on each exercise. |
|
(2) |
|
Upon vesting, restricted stock units were settled in shares.
Number of shares acquired on vesting includes shares withheld by
us at the election of Messrs. Mullen (19,467 shares),
Clancy (4,613), Hasler (790), Pickett (28,477) and Hamm (5,420)
to pay the minimum withholding of taxes due upon vesting. |
|
(3) |
|
The value realized is calculated as the closing price of the
common stock of the Company at the time of vesting times the
total number of shares vested. |
41
2008
Non-Qualified Deferred Compensation
The following table shows a summary of all contributions to,
earnings on and distributions received from the non-qualified
deferred compensation plan for each of the named executive
officers for the year ended December 31, 2008. The account
balances as of year-end include all contributions and amounts
earned by the executives through the end of 2008 plus the
contributions that the Company made in early 2009 based on
earnings during 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Balance
|
|
|
|
Executive
|
|
|
Company
|
|
|
Earnings
|
|
|
Distributions in
|
|
|
at Last Fiscal
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
in Last
|
|
|
Last Fiscal Year
|
|
|
Year-End
|
|
Name
|
|
Last Fiscal Year($)(1)
|
|
|
Last Fiscal Year($)(2)
|
|
|
Fiscal Year($)(3)
|
|
|
($)
|
|
|
($)(4)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
James C. Mullen
|
|
|
|
|
|
$
|
174,348
|
|
|
$
|
286,137
|
|
|
|
|
|
|
$
|
4,276,083
|
|
Paul J. Clancy
|
|
|
|
|
|
$
|
32,586
|
|
|
$
|
6,261
|
|
|
|
|
|
|
$
|
137,895
|
|
Cecil B. Pickett
|
|
$
|
1,411,963
|
|
|
$
|
68,911
|
|
|
$
|
97,624
|
|
|
|
|
|
|
$
|
2,390,752
|
|
Hans Peter Hasler(5)
|
|
$
|
55,813
|
|
|
$
|
115,699
|
|
|
$
|
14,938
|
|
|
|
|
|
|
$
|
799,103
|
|
Robert A. Hamm
|
|
|
|
|
|
$
|
28,877
|
|
|
$
|
65,237
|
|
|
|
|
|
|
$
|
965,237
|
|
Notes to 2008 Non-Qualified Deferred Compensation Table
|
|
|
(1) |
|
The amounts in this column are also included in columns
(c) and (f) of the Summary Compensation Table as
non-qualified deferral of salary and non-qualified deferral of
payments under the annual cash incentive plan, respectively. |
|
(2) |
|
The amounts in this column are also included in column
(i) of the Summary Compensation Table as Company
contributions to the Supplemental Savings Plan or, in the case
of Mr. Hasler, the Swiss Retirement plan. |
|
(3) |
|
Earnings in excess of 120% of the applicable Federal long-term
rate are reported in column (h) of the Summary Compensation
Table for Messrs. Mullen ($96,352), Clancy ($5,321),
Pickett ($31,898) and Hamm ($21,947). Earnings provided for
Mr. Hasler were less than 120% of the applicable Federal
long-term rate. |
|
(4) |
|
The following table lists the compensation deferrals during 2006
and 2007 by the named executive officers, as reported in our
2007 and 2008 proxy, respectively. |
|
|
|
|
|
|
|
|
|
|
|
Amounts Previously Reported as
|
|
|
Amounts Deferred During 2008
|
|
Name
|
|
Deferred During 2007
|
|
|
for 2007 Earnings
|
|
|
Cecil B. Pickett
|
|
$
|
198,315
|
|
|
$
|
545,265
|
|
|
|
|
(5) |
|
The amounts for Mr. Hasler are based on the following
methodology: (i) amounts reported in columns (b) and
(c) are converted from Swiss Francs to US Dollars based on
the average monthly currency exchange rate for the month in
which the payment was made; and (ii) amounts reported in
columns (d) and (f) are converted based on the
December 31, 2008 currency exchange rate. |
Potential
Payments Upon Termination or Change in Control
Executive
Severance Policy
Arrangements
for Messrs. Clancy and Hamm
Messrs. Clancy and Hamm participate in executive severance
arrangements under which they are eligible to receive the
following benefits:
|
|
|
|
|
In the event of a termination without cause, retirement, death
or disability (as defined in our 2008 Omnibus Equity Plan), a
lump sum severance payment equal to a minimum of nine
months proration of the executives then annual base
salary and target annual cash incentive, with an additional two
and one-half months for each full year of service, to a maximum
benefit of 21 months;
|
|
|
|
If, following a corporate transaction or a corporate change in
control, the executive experiences an Involuntary Employment
Action (as defined in our 2008 Omnibus Equity Plan), a lump sum
severance payment equal to two times the executives then
annual base salary plus target annual cash incentive. An
|
42
|
|
|
|
|
Involuntary Employment Action is, in summary, a termination by
Biogen Idec or the surviving corporation without cause or a
termination by the executive for specified reasons. This payment
is in lieu of any payment in the preceding paragraph.
|
Our annual cash incentive plan provides for a prorated target
bonus payment for terminations due to the death or disability of
the participant, and for terminations arising from an
Involuntary Employment Action. As the annual cash incentive plan
provides for payment of a full bonus to any participant
remaining employed on the last day of the plan year, this amount
is not included in the Potential Post-Termination Payments table.
The special performance-based cash retention bonus for 2008
discussed in the section Annual Cash Incentives was
payable in early 2009 if the named executive officer was
continuously employed through the date of payment. However, an
amount would have also been payable if these named executive
officers had experienced an Involuntary Employment Action. The
target opportunity, which was equal to one times the executive
officers annual base salary, would have been paid if an
executive officer experienced an Involuntary Employment Action
before December 31, 2008. The target opportunity multiplied
by the Company Multiplier would have been paid if an executive
officer experienced an Involuntary Employment Action on or after
December 31, 2008. As the Committee approved a Company
Multiplier of 150%, the table reflects 150% of the target
opportunity.
In any case where severance is payable under the plan, these
executive officers would also receive continuation of medical
and dental insurance benefits until the earlier of the last date
of the severance payment period or the date the executive
becomes eligible to participate in another employers
medical and dental insurance plans. These executive officers are
also provided up to nine months of executive-level outplacement
services at our cost.
If payments to these executive officers in the event of a Change
in Control are subject to excise tax under Internal Revenue Code
Section 4999, we will pay the executive officer an
additional amount that equals the amount of the excise tax, plus
the income and other payroll taxes arising from our payment of
the excise tax amount (a 280G tax
gross-up),
so that the executive officer realizes the full intended benefit.
Mr. Haslers
Arrangements
Prior to his resignation from the position of Chief Operating
Officer, Mr. Haslers arrangements were the same as
those for Messrs. Clancy and Hamm. The Company announced
Mr. Haslers resignation from this position on
March 30, 2009. Mr. Hasler will not receive any
payments in connection with his resignation.
Dr. Picketts
Arrangements
Under Dr. Picketts employment agreement, he would be
entitled to a lump sum severance payment in the event his
employment is terminated by us without cause or if he terminates
his employment for good reason. Definitions of termination for
cause and termination for good reason are specified in
Dr. Picketts employment agreement. The lump sum
severance payment would be the lesser of 21 months and the
number of months (prorated) between the effective date of
termination and date on which he reaches age 65, of his
annual base salary and target annual cash incentive at the time
of his termination.
If, following a corporate transaction or a corporate change in
control, Dr. Pickett experiences an Involuntary Employment
Action (as defined in the 2008 Omnibus Equity Plan), he would be
entitled to a lump sum severance payment equal to two times his
annual base salary and target annual cash incentive at the time
of his termination. This payment is in lieu of any payment in
the preceding paragraph.
Our annual cash incentive plan provides for a prorated target
bonus payment for terminations due to the death or disability of
the participant, and for terminations arising from an
Involuntary Employment Action. As the annual cash incentive plan
provides for payment of a full bonus to any participant
remaining employed on the last day of the plan year, this amount
is not included in the Potential Post-Termination Payments table.
The special performance-based cash retention bonus for 2008
discussed in the section Annual Cash Incentives
would have also been payable to Dr. Pickett if he had
experienced an Involuntary Employment Action. The target
opportunity, which was equal to one times
Dr. Picketts annual base salary, would have been paid
43
if he experienced an Involuntary Employment Action before
December 31, 2008. The target opportunity multiplied by the
Company Multiplier would have been paid if he experienced an
Involuntary Employment Action on or after December 31,
2008. As the Committee approved a Company Multiplier of 150%,
the table reflects 150% of the target opportunity.
In any case where severance is payable to Dr. Pickett, he
will also receive continuation of medical and dental insurance
benefits until the earlier of the last date of the severance
payment term, the date upon which he becomes eligible to
participate in another employers medical or dental plans
or the date upon which he becomes eligible for benefits under
Medicare.
If payments to Dr. Pickett in the event of a Change in
Control are subject to excise tax under Internal Revenue Code
Section 4999, we will pay him an additional amount that
equals the amount of the excise tax, plus the income and other
payroll taxes arising from our payment of the excise amount, so
that Dr. Pickett realizes the full intended benefit.
Mr. Mullens
Arrangements
Under Mr. Mullens employment agreement, if he is
terminated by us without cause or if he terminates his
employment for good reason, or in the event Mr. Mullen is
terminated or terminates his employment for reasons specified in
his employment agreement, he would be entitled to a lump sum
severance payment in an amount equal to three times the sum of
his annual base salary and target annual cash incentive at the
time of termination. Mr. Mullen would also receive
continuation of medical, dental and supplemental life insurance
benefits until the earlier of 36 months or the date upon
which he becomes eligible to receive substantially comparable
benefits through another employer, and a supplemental payment to
cover the employment-related taxes on these benefits and the tax
on the amount of the supplemental payment. In addition, all of
Mr. Mullens then outstanding equity awards which were
not yet vested or exercisable would become immediately vested or
exercisable upon such termination in accordance with the
provisions of the equity plan under which they were granted.
In the event of Mr. Mullens termination of employment
by us due to his disability, he would receive a lump sum payment
in an amount equal to his annual base salary and his target
annual cash incentive for the year of termination. In the event
of his death or termination due to disability, all of
Mr. Mullens then outstanding unvested equity awards
would immediately vest or become exercisable upon such
termination in accordance with the provisions of the equity plan
under which they were granted.
If payments in an amount greater than $100,000 made to
Mr. Mullen under the agreement (or any other plan or
agreement) are subject to excise tax under Internal Revenue Code
Section 4999, the employment agreement provides that we
will pay him an additional amount that equals the amount of the
excise tax, plus the income and other payroll taxes arising from
our payment of the excise tax amount, so that he realizes the
full intended benefit.
Awards
Under Equity Plans
A change in control, in brief, is the acquisition by one or more
persons of more than 50% of our outstanding stock, other than in
connection with a merger or consolidation, or a change in a
majority of our incumbent directors other than as approved by a
majority of our current incumbent directors and directors they
have elected or whose nomination they have approved. If a change
in control occurs, all outstanding options and stock awards
under our equity plans become fully exercisable or vested, as
the case may be, and options will remain exercisable until the
original option expiration date.
In the event of a corporate transaction, which is, in brief, a
merger or consolidation other than one in which our stockholders
acquire or retain 50% or more of the voting power of the
surviving corporation, or a liquidation, dissolution or sale of
all or substantially all of the assets of Biogen Idec, we can
either cause the surviving corporation to assume all equity
awards or accelerate their vesting and exercisability
immediately before the corporate transaction. If the equity
awards are assumed, and an executive officers employment
is terminated in an Involuntary Employment Action, the equity
awards that are assumed will become fully vested and
exercisable. Under the 1985, 2003, 2005 and 2008 Equity Plans,
any assumed awards that become vested will remain exercisable
through the earlier of twelve months from the termination date
or the original option expiration date.
44
If the holder of an equity award retires, which is defined under
our equity plans as leaving the employment of Biogen Idec after
reaching age 55 with at least ten years of service, each
then outstanding equity award not yet vested or exercisable
would become immediately vested or exercisable upon such
termination at a rate of 50% of the shares unvested at the time
of retirement plus an additional 10% of the shares for each full
year of service beyond ten years of service. These vested
options remain exercisable for 36 months or until the
original option expiration date, if sooner.
Potential
Post-Termination Payments Table
The following table summarizes the potential payments to each
named executive officer under various termination events. The
table assumes that the event occurred on December 31, 2008
and the calculations use the closing price of our common stock
on December 31, 2008 (the last trading day of 2008), which
was $47.63 per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination for
|
|
|
|
|
|
|
|
|
|
|
|
|
Good Reason
|
|
|
|
|
|
Termination by the
|
|
|
|
|
|
|
Unrelated to
|
|
|
|
|
|
Company Without
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
Cause and Not
|
|
|
Employment Action
|
|
|
|
Transaction or
|
|
|
|
|
|
Following a Corporate
|
|
|
Following a Corporate
|
|
|
|
Change in
|
|
|
|
|
|
Transaction or Change
|
|
|
Transaction or Change
|
|
Name and Payment Elements(1)
|
|
Control(2)
|
|
|
Retirement
|
|
|
in Control
|
|
|
in Control
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
James C. Mullen
Cash Compensation
Severance
|
|
$
|
8,100,001
|
|
|
|
|
|
|
$
|
8,100,001
|
|
|
$
|
8,100,001
|
|
Equity Awards
Options
|
|
$
|
364,800
|
|
|
|
|
|
|
$
|
364,800
|
|
|
$
|
364,800
|
|
Restricted Stock Units
|
|
$
|
6,317,262
|
|
|
|
|
|
|
$
|
6,317,262
|
|
|
$
|
6,317,262
|
|
Benefits and Perquisites
Medical, Dental and Supplemental Life
|
|
$
|
45,177
|
|
|
|
|
|
|
$
|
45,177
|
|
|
$
|
45,177
|
|
280G Tax
Gross-Up
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Total
|
|
$
|
14,827,240
|
|
|
|
|
|
|
$
|
14,827,240
|
|
|
$
|
14,827,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul J. Clancy
Cash Compensation
Severance
|
|
|
|
|
|
|
|
|
|
$
|
1,312,501
|
|
|
$
|
1,500,001
|
|
Retention Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
750,000
|
|
Equity Awards
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,431
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,905,295
|
|
Benefits and Perquisites
Medical and Dental
|
|
|
|
|
|
|
|
|
|
$
|
12,573
|
|
|
$
|
14,369
|
|
Outplacement
|
|
|
|
|
|
|
|
|
|
$
|
14,000
|
|
|
$
|
14,000
|
|
280G Tax
Gross-Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
287,677
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,339,074
|
|
|
$
|
4,509,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cecil B. Pickett
Cash Compensation
Severance
|
|
$
|
2,511,251
|
|
|
|
|
|
|
$
|
2,511,251
|
|
|
$
|
2,870,001
|
|
Retention Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,230,000
|
|
Equity Awards
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,849,424
|
|
Benefits and Perquisites
Medical and Dental
|
|
$
|
8,593
|
|
|
|
|
|
|
$
|
8,593
|
|
|
$
|
9,820
|
|
280G Tax
Gross-Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,206,049
|
|
Total
|
|
$
|
2,519,844
|
|
|
|
|
|
|
$
|
2,519,844
|
|
|
$
|
13,165,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hans Peter Hasler(4)
Cash Compensation
Severance
|
|
|
|
|
|
|
|
|
|
$
|
1,901,988
|
|
|
$
|
2,173,701
|
|
Retention Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,018,923
|
|
Equity Awards
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69,326
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,016,607
|
|
Benefits and Perquisites
Outplacement
|
|
|
|
|
|
|
|
|
|
$
|
14,000
|
|
|
$
|
14,000
|
|
280G Tax
Gross-Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,915,988
|
|
|
$
|
5,292,557
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination for
|
|
|
|
|
|
|
|
|
|
|
|
|
Good Reason
|
|
|
|
|
|
Termination by the
|
|
|
|
|
|
|
Unrelated to
|
|
|
|
|
|
Company Without
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
Cause and Not
|
|
|
Employment Action
|
|
|
|
Transaction or
|
|
|
|
|
|
Following a Corporate
|
|
|
Following a Corporate
|
|
|
|
Change in
|
|
|
|
|
|
Transaction or Change
|
|
|
Transaction or Change
|
|
Name and Payment Elements(1)
|
|
Control(2)
|
|
|
Retirement
|
|
|
in Control
|
|
|
in Control
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
Robert A. Hamm(5)
Cash Compensation
Severance
|
|
|
|
|
|
|
|
|
|
$
|
1,260,001
|
|
|
$
|
1,440,001
|
|
Retention Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
720,000
|
|
Equity Awards
Options
|
|
|
|
|
|
$
|
62,393
|
|
|
$
|
62,393
|
|
|
$
|
69,326
|
|
Restricted Stock
|
|
|
|
|
|
$
|
1,684,931
|
|
|
$
|
1,684,931
|
|
|
$
|
1,872,145
|
|
Benefits and Perquisites
Medical and Dental
|
|
|
|
|
|
|
|
|
|
$
|
8,593
|
|
|
$
|
9,820
|
|
Outplacement
|
|
|
|
|
|
|
|
|
|
$
|
14,000
|
|
|
$
|
14,000
|
|
280G Tax
Gross-Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0
|
|
Total
|
|
|
|
|
|
$
|
1,747,324
|
|
|
$
|
3,029,918
|
|
|
$
|
4,125,292
|
|
Notes to Post-Termination Payments Table
|
|
|
(1) |
|
This table excludes payments under our annual cash incentive
plan that would have been earned based on employment on
December 31, 2008. In the event of an executives
death or disability, the value of the accelerated stock options
and restricted stock units would be as shown in column (e). |
|
(2) |
|
Only Messrs. Mullen and Pickett are eligible to receive
benefits upon termination for good reason unrelated to a
corporate transaction or a change in control. |
|
(3) |
|
The Retention Bonus Program, discussed on page 31, provided
for payout based on the Company Multiplier if an executive
officer experienced a termination due to a change in control,
corporate transaction or Involuntary Employment Action on or
after December 31, 2008. The amounts shown in the table
reflect the actual Company Multiplier of 150%. |
|
(4) |
|
Mr. Hasler resigned from the position of Chief Operating
Officer on March 30, 2009. Mr. Hasler will not receive
any payments in connection with his resignation. Cash
Compensation amounts for Mr. Hasler are converted from
Swiss Francs to US Dollars based on the December 31, 2008
currency exchange rate. |
|
(5) |
|
As of December 31, 2008, Mr. Hamm meets the
eligibility definition for retirement, which is at least
55 years of age with at least 10 full years of completed
service with the Company. If Mr. Hamm retired as of
December 31, 2008, 90% of his unvested stock options and
restricted stock awards and units would accelerate and vest. |
Director
Compensation
This section describes the compensation of our non-employee
directors and presents actual compensation in tabular form for
those directors who served during 2008. Of the directors
included in our discussion and tables, Dr. Keller retired
from our Board of Directors effective July 9, 2008,
Ms. Leaming was elected to our Board of Directors
January 8, 2008, Mr. Papadopoulos was elected to our
Board of Directors at the 2008 annual meeting of stockholders
effective July 9, 2008 and Mr. Posner was elected to
our Board of Directors July 23, 2008. All other directors
served throughout all of 2008.
46
Employee members of our Board of Directors (Messrs. Mullen
and Pickett) receive no compensation for their service on the
Board of Directors. The following table presents the retainers
and fees for all non-employee members of our Board of Directors
in effect during 2008:
|
|
|
|
|
|
|
|
|
|
|
January 1, 2008 -
|
|
|
July 1, 2008 -
|
|
|
|
June 30, 2008
|
|
|
December 31, 2008
|
|
|
Annual Board Retainer
|
|
$
|
25,000
|
|
|
$
|
35,000
|
|
Annual Retainers (In addition to Annual Board Retainer)
|
|
|
|
|
|
|
|
|
Non-Executive Chairman of the Board
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
Finance and Audit Committee Chair
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Compensation and Management Development Committee Chair
|
|
$
|
10,000
|
|
|
$
|
15,000
|
|
Corporate Governance Committee Chair
|
|
$
|
10,000
|
|
|
$
|
15,000
|
|
Transaction Committee Chair
|
|
$
|
10,000
|
|
|
$
|
15,000
|
|
Finance and Audit Committee Member (other than Chair)
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
Board of Directors Meetings (per meeting day)
|
|
|
|
|
|
|
|
|
In-person attendance
|
|
$
|
2,500
|
|
|
$
|
2,500
|
|
Telephonic attendance
|
|
$
|
1,250
|
|
|
$
|
1,500
|
|
Committee Meetings (per meeting)
|
|
$
|
1,000
|
|
|
$
|
1,500
|
|
Our non-employee directors are eligible to be paid a fee of
$1,000 for each full day of service to the Company other than in
connection with meetings of our Board of Directors or its
committees.
Our directors may defer all or part of their cash compensation
under our Voluntary Board of Directors Savings Plan. If
directors choose to defer compensation, the plan periodically
will credit their accounts with amounts of deemed
investment results as if their deferred compensation was
deposited into investment funds available under our employee
401(k) plan. Alternatively, directors can choose a fixed rate
option under this plan whereby the deemed investment
results earn a rate of return specified annually (8% in
2008) by the committee that administers the plan (the
Companys Retirement Committee). The administration of this
program is at nominal expense to the Company.
Directors are also reimbursed for actual expenses incurred in
attending meetings of our Board of Directors and its committees,
as well as service to the Board unrelated to meetings of the
Board of Directors or its committees.
The 2006 Non-Employee Directors Equity Plan was approved by
stockholders at the 2006 Annual Stockholders Meeting. Under the
plan, upon initial election to the Board, non-employee directors
receive an initial award, the amount and type of which shall be
determined by the Compensation Committee and the Corporate
Governance Committee, of up to a maximum of 35,000 shares
of our common stock (or 50,000 for the non-executive Chairman of
the Board). Initial grants vest ratably in equal annual
installments over three years from the date of grant. In
addition, non-employee directors receive annual grants effective
with the date of each annual stockholders meeting (or a pro rata
grant upon election to the Board other than at an annual
stockholders meeting), the amount and type of which shall be
determined by these Committees, up to 17,500 shares of our
common stock (or 30,000 for the non-executive Chairman of the
Board). Annual grants vest on the one-year anniversary of the
date of grant.
Grants to directors are recommended by both the Compensation
Committee and the Corporate Governance Committee and approved by
the Board of Directors, with the non-executive Chairman recused
from discussion and voting upon his awards. The number of stock
options and restricted stock units granted to our directors is
based on an assessment of competitive practices among Biogen
Idecs peers. This analysis was prepared and presented by
Watson Wyatt to the Compensation Committee. The approved grant
date fair value of $240,000 for each director was between the
median ($215,000) and 75th percentile ($353,000) of our
peers and was divided evenly in terms of value between stock
options and restricted stock units.
Awards granted under the 2006 Equity Plan will be subject to
accelerated vesting upon termination of Board service by reason
of death, disability, retirement and change in control (as such
terms are defined in the plan). In addition, director awards
will become fully vested upon an involuntary termination of
Board service within two years following certain mergers or
other corporate transactions, as defined in the plan.
47
Our directors are only able to exercise options, purchase shares
or sell shares of Biogen Idec stock as part of pre-established
trading plans. Trading plans may only be entered into when the
director is not in possession of material non-public information
about the Company, and we require a
60-day
period following the establishment of a trading plan before any
trades may be executed. Our policy is designed to protect
against trading activity that may be perceived as suspect, while
still providing our directors an opportunity to realize the
value intended by the Company in granting option and stock
awards.
On May 30, 2007, our directors adopted share ownership
guidelines for our non-employee directors. These guidelines
provide that each director other than the non-executive Chairman
is to own 5,000 shares of Biogen Idec stock outright within
five years following May 30, 2007, or within five years
following initial election for directors elected after
May 30, 2007. Under the guidelines, the non-executive
Chairman is to own 10,000 shares of Biogen Idec stock
outright within five years following May 30, 2007.
2008 Director
Compensation
|
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|
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|
|
|
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Change in
|
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|
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|
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|
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Pension
|
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|
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|
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|
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Value and
|
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|
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|
|
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|
|
|
|
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|
|
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Nonqualified
|
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|
|
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|
|
|
|
|
Fees Earned
|
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|
|
|
|
|
|
Non-Equity
|
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Deferred
|
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|
|
|
|
|
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or Paid
|
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Stock
|
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Option
|
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|
Incentive Plan
|
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Compensation
|
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All Other
|
|
|
|
|
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|
in Cash
|
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Awards
|
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|
Awards
|
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|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)
|
|
|
($)(3)
|
|
|
($)(4)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
Lawrence C. Best
|
|
$
|
83,000
|
|
|
$
|
114,683
|
|
|
$
|
111,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
309,436
|
|
Marijn E. Dekkers
|
|
$
|
72,750
|
|
|
$
|
114,683
|
|
|
$
|
342,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
530,061
|
|
Alan B. Glassberg
|
|
$
|
86,250
|
|
|
$
|
114,683
|
|
|
$
|
111,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
312,686
|
|
Thomas F. Keller(5)
|
|
$
|
51,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,447
|
|
|
|
|
|
|
$
|
74,697
|
|
Nancy L. Leaming(6)
|
|
$
|
93,250
|
|
|
$
|
111,338
|
|
|
$
|
325,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
529,668
|
|
Robert W. Pangia
|
|
$
|
104,250
|
|
|
$
|
114,683
|
|
|
$
|
111,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
330,686
|
|
Stelios Papadopoulos(7)
|
|
$
|
33,500
|
|
|
$
|
64,803
|
|
|
$
|
191,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
290,041
|
|
Brian S. Posner(8)
|
|
$
|
39,000
|
|
|
$
|
55,099
|
|
|
$
|
182,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
276,275
|
|
Bruce R. Ross
|
|
$
|
158,250
|
|
|
$
|
229,367
|
|
|
$
|
223,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
611,123
|
|
Lynn Schenk
|
|
$
|
87,750
|
|
|
$
|
114,683
|
|
|
$
|
111,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
314,186
|
|
Phillip A. Sharp
|
|
$
|
77,250
|
|
|
$
|
114,683
|
|
|
$
|
111,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
303,686
|
|
William D. Young
|
|
$
|
88,500
|
|
|
$
|
114,683
|
|
|
$
|
111,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
314,936
|
|
Notes to 2008 Director Compensation Table
|
|
|
(1) |
|
The amounts in column (c) reflect the dollar amounts
recognized for financial statement reporting purposes in
accordance with SFAS 123(R) during 2008 for unvested restricted
stock units held by each director. These amounts are
attributable to awards granted in and prior to 2008. The fair
value of restricted stock units is based on the market value of
our stock on the date of grant. The amounts shown exclude the
impact of estimated forfeitures related to service-based vesting
conditions. |
|
(2) |
|
The amounts in column (d) reflect the dollar amounts
recognized for financial statement reporting purposes in
accordance with SFAS 123(R) during 2008 for unvested stock
options held by each director. These amounts are attributable to
stock options granted in and prior to 2008. Assumptions used in
the calculation of these amounts are included on
page F-33
in footnote 6 of the Companys
Form 10-K
for 2008. The amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. |
|
(3) |
|
The amounts in column (f) represent earnings in the
Voluntary Board of Directors Savings Plan that are in excess of
120% of the average applicable federal long-term rate. The
federal long-term rates for 2008 applied in this calculation
were 5.05% in first quarter, 5.26% in the second quarter, 5.40%
in the third quarter and 5.25% in fourth quarter. |
|
(4) |
|
No disclosure is required in this column because the values of
perquisites or other personal benefits provided to each director
do not exceed $10,000. |
48
|
|
|
(5) |
|
Dr. Keller retired from our Board of Directors effective
July 9, 2008. |
|
(6) |
|
Ms. Leaming was elected to our Board of Directors effective
January 8, 2008. |
|
(7) |
|
Mr. Papadopoulos was elected to our Board of Directors at
the 2008 annual meeting of stockholders effective July 9,
2008. |
|
(8) |
|
Mr. Posner was elected to our Board of Directors effective
July 23, 2008. |
|
|
|
|
|
|
|
|
|
|
|
Grant Date Value of Equity Awarded in 2008
|
|
|
Stock Award Grant Date Value
|
|
Stock Option Grant Date Value
|
Name
|
|
($)(1)
|
|
($)(2)
|
|
Lawrence C. Best
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
Marijn E. Dekkers
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
Alan B. Glassberg
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
Thomas F. Keller(3)
|
|
|
|
|
|
|
|
|
Nancy L. Leaming(4)
|
|
$
|
168,873
|
|
|
$
|
836,774
|
|
Robert W. Pangia
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
Stelios Papadopoulos(5)
|
|
$
|
121,299
|
|
|
$
|
841,094
|
|
Brian S. Posner(6)
|
|
$
|
124,915
|
|
|
$
|
994,711
|
|
Bruce R. Ross
|
|
$
|
242,597
|
|
|
$
|
235,589
|
|
Lynn Schenk
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
Phillip A. Sharp
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
William D. Young
|
|
$
|
121,299
|
|
|
$
|
117,794
|
|
|
|
|
(1) |
|
Grant date fair value of 2008 annual restricted stock unit (RSU)
grants to non-employee directors, as described in the narrative
preceding this table. These RSUs are scheduled to vest in full
and be settled in shares on the first anniversary of the grant
date. |
|
(2) |
|
Grant date fair value of 2008 annual stock option grants to
non-employee directors and stock option grants in connection
with initial election as a non-employee director, as described
in the narrative preceding this table. The 2008 annual stock
option grants are scheduled to vest in full on the first
anniversary of the grant date and the stock option grants in
connection with initial election are scheduled to vest as
described in footnotes 4, 5 and 6. |
|
(3) |
|
Dr. Keller retired from our Board of Directors effective
July 9, 2008. |
|
(4) |
|
Ms. Leaming was elected to our Board of Directors on
January 8, 2008. In addition to the annual grants of stock
options described in note (2) above and in accordance with
the 2006 Non-Employee Directors Equity Plan, she received an
initial grant of 35,000 stock options on January 8, 2008.
These stock options are scheduled to vest 33.3% ratably on the
first three anniversaries of the grant date. |
|
(5) |
|
Mr. Papadopoulos was elected to our Board of Directors at
the 2008 annual meeting of stockholders effective July 9,
2008. In addition to the annual grants of stock options
described in note (2) above and in accordance with the 2006
Non-Employee Directors Equity Plan, he received an initial grant
of 35,000 stock options on June 19, 2008. These stock
options are scheduled to vest 33.3% ratably on the first three
anniversaries of the grant date. |
|
(6) |
|
Mr. Posner was elected to our Board of Directors on
July 23, 2008. In addition to the annual grants of stock
options described in note (2) above and in accordance with
the 2006 Non-Employee Directors Equity Plan, he received an
initial grant of 35,000 stock options on July 23, 2008.
These stock options are scheduled to vest 33.3% ratably on the
first three anniversaries of the grant date. |
49
Director
Equity Outstanding at 2008 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1)
|
|
|
Stock Awards(2)
|
|
|
|
Number of Securities
|
|
|
Number of Securities
|
|
|
Number of Shares or
|
|
|
|
Underlying Unexercised
|
|
|
Underlying Unexercised
|
|
|
Units of Stock That
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Have Not Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
Lawrence C. Best
|
|
|
69,575
|
|
|
|
5,700
|
|
|
|
2,050
|
|
Marijn E. Dekkers
|
|
|
17,617
|
|
|
|
29,033
|
|
|
|
2,050
|
|
Alan B. Glassberg
|
|
|
81,575
|
|
|
|
5,700
|
|
|
|
2,050
|
|
Thomas F. Keller(3)
|
|
|
52,950
|
|
|
|
|
|
|
|
|
|
Nancy L. Leaming
|
|
|
|
|
|
|
42,900
|
|
|
|
2,900
|
|
Robert W. Pangia
|
|
|
111,575
|
|
|
|
5,700
|
|
|
|
2,050
|
|
Stelios Papadopoulos
|
|
|
|
|
|
|
40,700
|
|
|
|
2,050
|
|
Brian S. Posner
|
|
|
|
|
|
|
39,900
|
|
|
|
1,750
|
|
Bruce R. Ross
|
|
|
71,275
|
|
|
|
11,400
|
|
|
|
4,100
|
|
Lynn Schenk
|
|
|
46,575
|
|
|
|
5,700
|
|
|
|
2,050
|
|
Phillip A. Sharp
|
|
|
98,325
|
|
|
|
5,700
|
|
|
|
2,050
|
|
William D. Young
|
|
|
81,575
|
|
|
|
5,700
|
|
|
|
2,050
|
|
Notes to Director Equity Outstanding at 2008 Fiscal Year-End
Table
|
|
|
(1) |
|
All stock options were granted with a ten-year term. Stock
options granted to non-employee Directors as part of the annual
grant vest in full on the first anniversary of grant. Stock
options granted to Ms. Leaming, Mr. Papadopoulos and
Mr. Posner in connection with their initial election to the
Board vest in equal thirds on the first three anniversaries of
the grant. |
|
(2) |
|
Restricted stock units granted to non-employee Directors as part
of the annual grant vest in full on the first anniversary of the
grant. |
|
(3) |
|
The post-retirement exercise period for each of
Dr. Kellers grants is governed by the terms of the
equity plan under which the options were granted. |
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Our Code of Business Conduct and Corporate Governance
Principles, both of which are posted on our corporate website,
www.biogenidec.com in the Company section
under Corporate Governance, together with our
Conflict of Interest Policy, set forth our policies and
procedures for the review and approval of transactions with
related persons, including transactions that would be required
to be disclosed in this Proxy Statement in accordance with SEC
rules. In circumstances where one of our directors or executive
officers, or a family member, has a direct or indirect material
interest in a transaction involving the Company, the Finance and
Audit Committee must review and approve all such proposed
transactions or courses of dealing. There are no such
relationships or transactions that are required to be disclosed
in this Proxy Statement under SEC rules. Indeed, our Code of
Business Conduct, which sets forth legal and ethical guidelines
for all of our directors and employees, states that directors,
executive officers and employees must avoid relationships or
activities that might impair their ability to make objective and
fair decisions while acting in their Company roles, and our
Corporate Governance Principles state that our Board of
Directors will not permit any waiver of any ethics policy for
any director or officer.
Other
In accordance with the indemnification provisions of our Bylaws,
we pay the expenses incurred by our directors and, except in
certain circumstances, officers (including our executive
officers) in defending actions, suits or proceedings brought
against them due to the fact that they are one of our directors
or officers in advance of the final disposition of such actions,
suits or proceedings upon receipt of an undertaking by them to
repay the advanced
50
expenses if it is ultimately determined that they are not
entitled to be indemnified under the General Corporation Law of
the State of Delaware.
DISCLOSURE
WITH RESPECT TO OUR EQUITY COMPENSATION PLANS
Equity
Compensation Plan Table
The following table provides information as of December 31,
2008 about:
|
|
|
|
|
the number of shares of common stock to be issued upon exercise
of outstanding options and vesting of restricted stock units
under plans adopted and assumed by us as described in the
Compensation Discussion and Analysis;
|
|
|
|
the weighted-average exercise price of outstanding options under
plans adopted and assumed by us; and
|
|
|
|
the number of shares of common stock available for future
issuance under our active plans the 2008 Omnibus
Equity Plan, the 2006 Non-Employee Directors Equity Plan and the
1995 Employee Stock Purchase Plan.
|
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Securities
|
|
|
|
|
|
Future Issuance Under
|
|
|
|
to be Issued Upon
|
|
|
Weighted-average
|
|
|
Equity Compensation
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Plans (excluding
|
|
|
|
Outstanding Options
|
|
|
Outstanding
|
|
|
securities reflected in
|
|
|
|
and Rights(1)
|
|
|
Options and Rights(2)
|
|
|
column(a))(3)
|
|
Plan Category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by stockholders
|
|
|
17,757,618
|
|
|
$
|
53.53
|
|
|
|
24,901,973
|
|
Equity compensation plans not approved by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
17,757,618
|
|
|
$
|
53.53
|
|
|
|
24,901,973
|
|
|
|
|
(1) |
|
In connection with the merger of Biogen, Inc. with a subsidiary
of IDEC Pharmaceuticals Corporation, we assumed all of Biogen,
Inc.s then outstanding options. On an as-converted basis,
the options that we assumed from Biogen, Inc. are categorized as
follows: (i) as of December 31, 2008, outstanding
options to purchase 114,250 shares of common stock under
the Biogen, Inc. 1987 Scientific Board Stock Option Plan with a
weighted average exercise price of $42.59; and (ii) as of
December 31, 2008, outstanding options to purchase
3,064,977 shares of common stock under the Biogen, Inc.
1985 Stock Option Plan with a weighted average exercise price of
$50.98. |
|
(2) |
|
The weighted-average exercise price includes all outstanding
stock options, including the as-converted Biogen, Inc. options
described in footnote (1), but does not include restricted stock
units, which do not have an exercise price. If the restricted
stock units were included in this calculation, the weighted
average exercise price would be $36.47. The total number of
restricted stock units included in column (a) is 5,659,054. |
|
(3) |
|
Of these shares, (i) 20,033,198 remain available for future
issuance under our 2008 Omnibus Equity Plan, (ii) 448,475
remain available for future issuance under our 2006 Non-Employee
Directors Equity Plan and (iii) 4,420,300 remain available
under our 1995 Employee Stock Purchase Plan. In addition to
shares issuable upon the exercise of options or rights, the
shares under the 2008 Omnibus Equity Plan and the 2006
Non-Employee Directors Equity Plan may also be issued other than
upon such exercise. |
51
MISCELLANEOUS
Stockholder
Proposals
Stockholder proposals submitted pursuant to Securities Exchange
Act
Rule 14a-8
and intended to be presented at our 2010 annual meeting of
stockholders must be received by our Secretary no later than
[ ] to be eligible for inclusion in
our proxy statement and form of proxy relating to that meeting.
A stockholder proposal not included in our proxy statement for
the 2010 annual meeting of stockholders will be ineligible for
presentation at the meeting unless the stockholder gives timely
notice of the proposal in writing to our Secretary at our
principal executive offices and otherwise complies with the
provisions of our Bylaws. To be timely, our Bylaws provide that
we must have received the stockholders notice not less
than 90 days nor more than 120 days in advance of the
anniversary of the date this Proxy Statement was released to
stockholders in connection with our 2009 annual meeting of
stockholders. However, if the date of the 2010 annual meeting of
stockholders is changed by more than 30 days from the
annual meeting date contemplated at the time of this Proxy
Statement, we must receive the stockholders notice not
earlier than the close of business on the 120th day prior
to the 2010 annual meeting of stockholders and not later than
the close of business on the later of (i) the 90th day
prior to the 2010 annual meeting of stockholders and
(ii) the 10th day following the day on which public
announcement of the date of the 2010 annual meeting of
stockholders is first made.
All stockholder proposals should be sent to our executive
offices at 14 Cambridge Center, Cambridge, Massachusetts 02142,
Attention: Corporate Secretary.
Incorporation
by Reference
Notwithstanding anything to the contrary set forth in any of our
previous filings under the securities laws that might
incorporate future filings, including this Proxy Statement, in
whole or in part, the Compensation and Management Development
Committee Report, the Finance and Audit Committee Report, the
content of www.biogenidec.com, including the charters of
the committees of our Board of Directors, our Corporate
Governance Principles, our Finance and Audit Committee Practices
and our Code of Business Conduct, included or referenced in this
Proxy Statement shall not be incorporated by reference into any
such filings.
Copies of
Annual Meeting Materials
Some banks, brokers and other nominee record holders may be
participating in the practice of householding proxy
statements and annual reports. This means that only one copy of
our proxy statement or annual report may have been sent to
multiple stockholders in your household. We will promptly
deliver a separate copy of these documents without charge to you
if you write or call Investor Relations, Biogen Idec Inc., 14
Cambridge Center, Cambridge, Massachusetts 02142,
(617) 679-2812.
If you want to receive separate copies of the proxy
statement or annual report in the future, or if you are
receiving multiple copies and would like to receive only one
copy for your household, you should contact your bank, broker,
or other nominee record holder, or you may contact us at the
above address or phone number.
Manner
and Cost of Proxy Solicitation
The Company pays the cost of soliciting proxies. The Company
estimates that the total expenditures relating to the
Companys current proxy solicitation (other than salaries
and wages of officers and employees) will be approximately
$9.2 million, of which approximately $2.5 million has
been incurred as of the date hereof. In addition to solicitation
by mail, our directors, executive officers and employees
identified in Appendix B may, without additional
compensation, solicit proxies in person or by telephone or other
electronic means.
The Company has retained Innisfree M&A Incorporated as
proxy solicitors, at an estimated fee of $750,000 plus
reasonable out-of-pocket expenses, to assist in the proxy
solicitation. The Company will reimburse brokerage houses,
banks, custodians and other nominees and fiduciaries for
out-of-pocket expenses incurred in forwarding the Companys
proxy solicitation materials to, and obtaining instructions
relating to such materials from, beneficial owners of the
Companys common stock. Innisfree has advised the Company
that approximately up to 125 of its
52
employees will be involved in the proxy solicitation by
Innisfree on behalf of the Company. In addition, Innisfree and
certain related persons will be indemnified against certain
liabilities arising out of or in connection with the engagement.
The Company has retained Kekst and Company as its public
relations adviser in connection with the proxy solicitation. The
Company has agreed to pay customary compensation for such
services and to reimburse Kekst and Company for its
out-of-pocket expenses arising out of or in connection with the
engagement. The Company has also agreed to indemnify Kekst and
Company against certain liabilities arising out of or in
connection with the engagement.
Other
Matters
Our Board of Directors knows of no other business which will be
presented at the Annual Meeting. If other business is properly
brought before the Annual Meeting, proxies in the enclosed form
will be voted in accordance with the judgment of the persons
voting the proxies.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU
ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
AT YOUR EARLIEST CONVENIENCE.
By order of our Board of Directors:
Susan H. Alexander
Secretary
Cambridge, Massachusetts
[DATE]
53
APPENDIX A
AMENDMENTS
TO SECOND AMENDED AND RESTATED BYLAWS
(PROPOSAL 3)
The first paragraph of Section 2.2 of the Companys
Bylaws shall be amended as follows, with deletions indicated by
strike throughs and additions indicated by underlining:
2.2 Annual Meeting
Annual meetings of stockholders shall be held each year at such
place, date and time as shall be designated from time to time by
the Board and stated in the notice of the meeting. At each such
annual meeting, the stockholders shall electby a
plurality vote the number of directors equal to the
number of directors of the class whose term expires at such
meeting (or, if fewer, the number of directors properly
nominated and qualified for election) to hold office until the
third succeeding annual meeting of stockholders after their
election and until their successors are duly elected and
qualified or until their earlier resignation, removal from
office, death or incapacity. Except in a contested election,
the vote required for the election of a director by the
stockholders shall be the affirmative vote of a majority of the
votes cast in favor of or against a nominee. In a contested
election, directors shall be elected by a plurality of the votes
so cast. A contested election shall be one in which there are
more nominees than positions on the Board to be filled at the
meeting as of the fourteenth (14th) day prior to the date on
which the corporation files its definitive proxy statement with
the Securities and Exchange Commission. Any subsequent amendment
or supplement of the definitive proxy statement shall not affect
the status of the election. The stockholders shall also
transact such other business as may properly be brought before
the meeting.
A new Section 3.16 shall be added to the Companys
Bylaws to read as follows:
3.16 Conditional Resignation
The Board shall not nominate for election as director any
candidate who has not agreed to tender, promptly following the
annual meeting at which he or she is elected as director, an
irrevocable resignation that will be effective upon (a) the
failure to receive the required number of votes for reelection
at the next annual meeting of stockholders at which he or she
faces reelection, and (b) acceptance of such resignation by
the Board. In addition, the Board shall not fill a director
vacancy or newly created directorship with any candidate who has
not agreed to tender, promptly following his or her appointment
to the Board, the same form of resignation.
If an incumbent director fails to receive the number of votes
required for reelection, the Board (excluding the director in
question) shall, within 90 days after certification of the
election results, decide whether to accept the directors
resignation, taking into account such factors as it deems
relevant. Such factors may include, without limitation, the
stated reason or reasons why stockholders voted against such
directors reelection, the qualifications of the director
(including, for example, whether the director is an audit
committee financial expert), and whether accepting the
resignation would cause the Company to fail to meet any
applicable listing standards or would violate state law. The
Board shall promptly disclose its decision and, if applicable,
the reasons for rejecting the resignation in a filing with the
Securities and Exchange Commission.
A-1
APPENDIX B
INFORMATION
CONCERNING PARTICIPANTS
IN THE COMPANYS SOLICITATION OF PROXIES
The following table sets forth the name and the present
principal occupation or employment of our officers and
employees, and the names of our directors, who, under the rules
of the SEC, are considered to be participants in our
solicitation of proxies from our stockholders in connection with
the Annual Meeting. The principal occupations of our directors
who are considered participants in our solicitation
are set forth under the section above titled
Proposal 1: Election of Directors of this Proxy
Statement. The business address of each participant is Biogen
Idec Inc., 14 Cambridge Center, Cambridge, Massachusetts 02142.
|
|
|
Name
|
|
Occupation/Position
|
|
Susan H. Alexander
|
|
Executive Vice President and General Counsel
|
Lawrence C. Best
|
|
Director
|
Paul J. Clancy
|
|
Chief Financial Officer
|
Marijn E. Dekkers, Ph.D.
|
|
Director
|
Alan B. Glassberg, M.D.
|
|
Director
|
Nancy L. Leaming
|
|
Director
|
James C. Mullen
|
|
Director; Chief Executive Officer
|
Robert W. Pangia
|
|
Director
|
Michael Panzara
|
|
Vice President and Chief Medical Officer
|
Stelios Papadopoulos, Ph.D.
|
|
Director
|
Cecil B. Pickett, Ph.D.
|
|
Director; President, Research and Development
|
Brian S. Posner
|
|
Director
|
Bruce R. Ross
|
|
Director
|
Lynn Schenk
|
|
Director
|
Phillip A. Sharp, Ph.D.
|
|
Director
|
William Sibold
|
|
Senior Vice President, U.S. Commercial
|
Elizabeth F. Woo
|
|
Vice President, Investor Relations
|
William D. Young
|
|
Director
|
Information
Regarding Ownership of the Companys Securities by
Participants
The shares of our common stock beneficially owned or held as of
March 30, 2009 by the directors listed above and
Mr. Clancy are set forth in the section titled Stock
Ownership of this Proxy Statement. Shares beneficially
owned by Ms. Alexander are included in the Directors
and executive officers as a group (18 persons) line
item under such section. Beneficial ownership is determined in
accordance with the rules of the SEC and includes voting and
investment power with respect to the shares. Shares beneficially
owned as of March 30, 2009 include shares subject to
options that are currently exercisable or exercisable within
60 days of March 30, 2009 and shares subject to
restricted stock units that vest within 60 days of
March 30, 2009
Ms. Alexander is the beneficial owner, as of March 30,
2009, of 9,816 shares of our common stock, options to
purchase 69,730 shares of common stock, and no shares
subject to restricted stock units.
Mr. Panzara is the beneficial owner, as of March 30,
2009, of 356 shares of our common stock, options to
purchase 5,437 shares of common stock and no shares subject
to restricted stock units.
Mr. Sibold is the beneficial owner, as of March 30,
2009, of 25 shares of our common stock, options to purchase
8,904 shares of common stock and 653 shares subject to
restricted stock units.
Ms. Woo is the beneficial owner, as of March 30, 2009,
of 865 shares of our common stock, options to purchase
15,368 shares of common stock and no shares subject to
restricted stock units.
B-1
Information
Regarding Transactions in the Companys Securities by
Participants
The following table sets forth all transactions that may be
deemed purchases and sales of shares of our common stock by the
individuals who are considered participants between
March 30, 2007 and March 30, 2009. Except as described
in this Proxy Statement, shares of our common stock owned of
record by each participant are also beneficially owned by such
participant. Unless otherwise indicated, all transactions were
in the public market and none of the purchase price or market
value of those shares is represented by funds borrowed or
otherwise obtained for the purpose of acquiring or holding such
securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Name
|
|
Date
|
|
|
# of Shares
|
|
|
Footnote
|
|
|
Susan H. Alexander
|
|
|
1/30/2008
|
|
|
|
(1,129
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
(1,271
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
14,040
|
|
|
|
(2
|
)
|
|
|
|
2/12/2008
|
|
|
|
39,320
|
|
|
|
(1
|
)
|
|
|
|
2/15/2008
|
|
|
|
(847
|
)
|
|
|
(6
|
)
|
|
|
|
7/8/2008
|
|
|
|
(8,599
|
)
|
|
|
(4
|
)
|
|
|
|
7/22/2008
|
|
|
|
(2,000
|
)
|
|
|
(4
|
)
|
|
|
|
8/1/2008
|
|
|
|
6,000
|
|
|
|
(2
|
)
|
|
|
|
1/30/2009
|
|
|
|
(1,146
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2009
|
|
|
|
(1,486
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2009
|
|
|
|
(1,217
|
)
|
|
|
(6
|
)
|
|
|
|
2/15/2009
|
|
|
|
(847
|
)
|
|
|
(6
|
)
|
|
|
|
2/24/2009
|
|
|
|
9,400
|
|
|
|
(2
|
)
|
|
|
|
2/24/2009
|
|
|
|
25,000
|
|
|
|
(1
|
)
|
Lawrence C. Best
|
|
|
5/31/2007
|
|
|
|
2,300
|
|
|
|
(2
|
)
|
|
|
|
5/31/2007
|
|
|
|
5,950
|
|
|
|
(1
|
)
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
Paul J. Clancy
|
|
|
6/1/2007
|
|
|
|
9,000
|
|
|
|
(2
|
)
|
|
|
|
8/1/2007
|
|
|
|
(265
|
)
|
|
|
(6
|
)
|
|
|
|
9/4/2007
|
|
|
|
8,000
|
|
|
|
(2
|
)
|
|
|
|
9/4/2007
|
|
|
|
20,000
|
|
|
|
(1
|
)
|
|
|
|
2/6/2008
|
|
|
|
(522
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
(742
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
43,940
|
|
|
|
(1
|
)
|
|
|
|
2/12/2008
|
|
|
|
15,690
|
|
|
|
(2
|
)
|
|
|
|
2/12/2008
|
|
|
|
(958
|
)
|
|
|
(4
|
)
|
|
|
|
2/17/2008
|
|
|
|
(1,017
|
)
|
|
|
(6
|
)
|
|
|
|
2/21/2008
|
|
|
|
(2,183
|
)
|
|
|
(4
|
)
|
|
|
|
6/1/2008
|
|
|
|
(953
|
)
|
|
|
(6
|
)
|
|
|
|
7/1/2008
|
|
|
|
(4,208
|
)
|
|
|
(4
|
)
|
|
|
|
8/1/2008
|
|
|
|
6,000
|
|
|
|
(2
|
)
|
|
|
|
8/1/2008
|
|
|
|
(265
|
)
|
|
|
(6
|
)
|
|
|
|
8/8/2008
|
|
|
|
(368
|
)
|
|
|
(4
|
)
|
|
|
|
8/8/2008
|
|
|
|
(200
|
)
|
|
|
(4
|
)
|
|
|
|
9/4/2008
|
|
|
|
(1,114
|
)
|
|
|
(6
|
)
|
|
|
|
9/19/2008
|
|
|
|
(1,553
|
)
|
|
|
(4
|
)
|
B-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Name
|
|
Date
|
|
|
# of Shares
|
|
|
Footnote
|
|
|
|
|
|
2/6/2009
|
|
|
|
(529
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2009
|
|
|
|
(741
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2009
|
|
|
|
(1,661
|
)
|
|
|
(6
|
)
|
|
|
|
2/24/2009
|
|
|
|
10,070
|
|
|
|
(2
|
)
|
|
|
|
2/24/2009
|
|
|
|
26,785
|
|
|
|
(1
|
)
|
Marijn E. Dekkers, Ph.D.
|
|
|
5/31/2007
|
|
|
|
2,300
|
|
|
|
(2
|
)
|
|
|
|
5/31/2007
|
|
|
|
35,000
|
|
|
|
(1
|
)
|
|
|
|
5/31/2007
|
|
|
|
5,950
|
|
|
|
(1
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
Alan B. Glassberg, M.D.
|
|
|
5/30/2007
|
|
|
|
20,000
|
|
|
|
(3
|
)
|
|
|
|
5/30/2007
|
|
|
|
(20,000
|
)
|
|
|
(4
|
)
|
|
|
|
5/31/2007
|
|
|
|
2,300
|
|
|
|
(2
|
)
|
|
|
|
5/31/2007
|
|
|
|
5,950
|
|
|
|
(1
|
)
|
|
|
|
4/29/2008
|
|
|
|
10,000
|
|
|
|
(3
|
)
|
|
|
|
4/29/2008
|
|
|
|
(10,000
|
)
|
|
|
(4
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
Nancy L. Leaming
|
|
|
1/8/2008
|
|
|
|
850
|
|
|
|
(2
|
)
|
|
|
|
1/8/2008
|
|
|
|
2,200
|
|
|
|
(1
|
)
|
|
|
|
1/8/2008
|
|
|
|
35,000
|
|
|
|
(1
|
)
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
1/13/2009
|
|
|
|
(340
|
)
|
|
|
(4
|
)
|
James C. Mullen
|
|
|
2/7/2008
|
|
|
|
(9,725
|
)
|
|
|
(6
|
)
|
|
|
|
2/13/2008
|
|
|
|
(9,742
|
)
|
|
|
(6
|
)
|
|
|
|
2/13/2008
|
|
|
|
59,300
|
|
|
|
(2
|
)
|
|
|
|
2/13/2008
|
|
|
|
166,100
|
|
|
|
(1
|
)
|
|
|
|
4/11/2008
|
|
|
|
745,750
|
|
|
|
(3
|
)
|
|
|
|
4/11/2008
|
|
|
|
(745,750
|
)
|
|
|
(4
|
)
|
|
|
|
4/14/2008
|
|
|
|
200
|
|
|
|
(3
|
)
|
|
|
|
4/14/2008
|
|
|
|
(200
|
)
|
|
|
(4
|
)
|
|
|
|
4/15/2008
|
|
|
|
12,800
|
|
|
|
(3
|
)
|
|
|
|
4/15/2008
|
|
|
|
(12,800
|
)
|
|
|
(4
|
)
|
|
|
|
2/7/2009
|
|
|
|
(9,228
|
)
|
|
|
(6
|
)
|
|
|
|
2/13/2009
|
|
|
|
(9,742
|
)
|
|
|
(6
|
)
|
|
|
|
2/13/2009
|
|
|
|
(8,253
|
)
|
|
|
(6
|
)
|
|
|
|
2/25/2009
|
|
|
|
49,455
|
|
|
|
(2
|
)
|
|
|
|
2/25/2009
|
|
|
|
131,530
|
|
|
|
(1
|
)
|
Robert W. Pangia
|
|
|
5/31/2007
|
|
|
|
2,300
|
|
|
|
(2
|
)
|
|
|
|
5/31/2007
|
|
|
|
5,950
|
|
|
|
(1
|
)
|
|
|
|
4/8/2008
|
|
|
|
30,000
|
|
|
|
(3
|
)
|
|
|
|
4/8/2008
|
|
|
|
(30,000
|
)
|
|
|
(4
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
B-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Name
|
|
Date
|
|
|
# of Shares
|
|
|
Footnote
|
|
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
Michael Panzara
|
|
|
3/30/2007
|
|
|
|
188
|
|
|
|
(5
|
)
|
|
|
|
6/1/2007
|
|
|
|
6,000
|
|
|
|
(2
|
)
|
|
|
|
6/29/2007
|
|
|
|
78
|
|
|
|
(5
|
)
|
|
|
|
7/12/2007
|
|
|
|
2,984
|
|
|
|
(3
|
)
|
|
|
|
7/12/2007
|
|
|
|
(2,984
|
)
|
|
|
(4
|
)
|
|
|
|
7/12/2007
|
|
|
|
500
|
|
|
|
(3
|
)
|
|
|
|
7/12/2007
|
|
|
|
(500
|
)
|
|
|
(4
|
)
|
|
|
|
7/12/2007
|
|
|
|
1,493
|
|
|
|
(3
|
)
|
|
|
|
7/12/2007
|
|
|
|
(1,493
|
)
|
|
|
(4
|
)
|
|
|
|
8/15/2007
|
|
|
|
966
|
|
|
|
(3
|
)
|
|
|
|
8/15/2007
|
|
|
|
(966
|
)
|
|
|
(4
|
)
|
|
|
|
9/6/2007
|
|
|
|
9,200
|
|
|
|
(3
|
)
|
|
|
|
9/6/2007
|
|
|
|
(9,200
|
)
|
|
|
(4
|
)
|
|
|
|
9/28/2007
|
|
|
|
42
|
|
|
|
(5
|
)
|
|
|
|
10/3/2007
|
|
|
|
(395
|
)
|
|
|
(4
|
)
|
|
|
|
10/15/2007
|
|
|
|
5,000
|
|
|
|
(3
|
)
|
|
|
|
10/15/2007
|
|
|
|
(5,000
|
)
|
|
|
(4
|
)
|
|
|
|
12/31/2007
|
|
|
|
1,493
|
|
|
|
(3
|
)
|
|
|
|
12/31/2007
|
|
|
|
(1,493
|
)
|
|
|
(4
|
)
|
|
|
|
12/31/2007
|
|
|
|
49
|
|
|
|
(5
|
)
|
|
|
|
2/6/2008
|
|
|
|
500
|
|
|
|
(3
|
)
|
|
|
|
2/6/2008
|
|
|
|
(500
|
)
|
|
|
(4
|
)
|
|
|
|
2/6/2008
|
|
|
|
(85
|
)
|
|
|
(6
|
)
|
|
|
|
2/6/2008
|
|
|
|
(496
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
2,890
|
|
|
|
(2
|
)
|
|
|
|
2/12/2008
|
|
|
|
8,090
|
|
|
|
(1
|
)
|
|
|
|
2/12/2008
|
|
|
|
(477
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
(1,019
|
)
|
|
|
(4
|
)
|
|
|
|
2/17/2008
|
|
|
|
(455
|
)
|
|
|
(6
|
)
|
|
|
|
2/19/2008
|
|
|
|
(1,023
|
)
|
|
|
(4
|
)
|
|
|
|
2/21/2008
|
|
|
|
(975
|
)
|
|
|
(4
|
)
|
|
|
|
3/31/2008
|
|
|
|
109
|
|
|
|
(5
|
)
|
|
|
|
6/1/2008
|
|
|
|
(635
|
)
|
|
|
(6
|
)
|
|
|
|
6/4/2008
|
|
|
|
(1,365
|
)
|
|
|
(4
|
)
|
|
|
|
6/30/2008
|
|
|
|
51
|
|
|
|
(5
|
)
|
|
|
|
7/21/2008
|
|
|
|
2,915
|
|
|
|
(3
|
)
|
|
|
|
7/21/2008
|
|
|
|
(2,915
|
)
|
|
|
(4
|
)
|
|
|
|
9/30/2008
|
|
|
|
47
|
|
|
|
(5
|
)
|
|
|
|
12/1/2008
|
|
|
|
3,500
|
|
|
|
(2
|
)
|
|
|
|
12/31/2008
|
|
|
|
57
|
|
|
|
(5
|
)
|
|
|
|
2/6/2009
|
|
|
|
(506
|
)
|
|
|
(6
|
)
|
|
|
|
2/6/2009
|
|
|
|
(90
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2009
|
|
|
|
(307
|
)
|
|
|
(6
|
)
|
B-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Name
|
|
Date
|
|
|
# of Shares
|
|
|
Footnote
|
|
|
|
|
|
2/12/2009
|
|
|
|
(477
|
)
|
|
|
(6
|
)
|
|
|
|
2/23/2009
|
|
|
|
(1,023
|
)
|
|
|
(4
|
)
|
|
|
|
2/23/2009
|
|
|
|
(657
|
)
|
|
|
(4
|
)
|
|
|
|
2/23/2009
|
|
|
|
(827
|
)
|
|
|
(4
|
)
|
|
|
|
2/23/2009
|
|
|
|
(176
|
)
|
|
|
(4
|
)
|
|
|
|
2/24/2009
|
|
|
|
6,695
|
|
|
|
(1
|
)
|
|
|
|
2/24/2009
|
|
|
|
2,520
|
|
|
|
(2
|
)
|
Stelios Papadopoulos, Ph.D.
|
|
|
7/9/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
|
|
|
7/9/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
7/9/2008
|
|
|
|
35,000
|
|
|
|
(1
|
)
|
Cecil B. Pickett, Ph.D.
|
|
|
10/2/2007
|
|
|
|
(18,704
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
27,000
|
|
|
|
(2
|
)
|
|
|
|
2/12/2008
|
|
|
|
(9,773
|
)
|
|
|
(6
|
)
|
|
|
|
7/22/2008
|
|
|
|
(5,000
|
)
|
|
|
(4
|
)
|
|
|
|
7/22/2008
|
|
|
|
(9,054
|
)
|
|
|
(4
|
)
|
|
|
|
7/22/2008
|
|
|
|
(9,054
|
)
|
|
|
(4
|
)
|
|
|
|
7/23/2008
|
|
|
|
(5,054
|
)
|
|
|
(4
|
)
|
|
|
|
10/2/2008
|
|
|
|
(18,704
|
)
|
|
|
(6
|
)
|
|
|
|
2/4/2009
|
|
|
|
(8,698
|
)
|
|
|
(4
|
)
|
|
|
|
2/24/2009
|
|
|
|
30,000
|
|
|
|
(2
|
)
|
|
|
|
2/24/2009
|
|
|
|
(12,525
|
)
|
|
|
(6
|
)
|
Brian S. Posner
|
|
|
7/23/2008
|
|
|
|
35,000
|
|
|
|
(1
|
)
|
|
|
|
7/23/2008
|
|
|
|
1,750
|
|
|
|
(2
|
)
|
|
|
|
7/23/2008
|
|
|
|
4,900
|
|
|
|
(1
|
)
|
Bruce R. Ross
|
|
|
5/31/2007
|
|
|
|
4,600
|
|
|
|
(2
|
)
|
|
|
|
5/31/2007
|
|
|
|
11,900
|
|
|
|
(1
|
)
|
|
|
|
5/31/2007
|
|
|
|
(1,500
|
)
|
|
|
(4
|
)
|
|
|
|
7/24/2007
|
|
|
|
5,000
|
|
|
|
(3
|
)
|
|
|
|
7/24/2007
|
|
|
|
(5,000
|
)
|
|
|
(4
|
)
|
|
|
|
7/25/2007
|
|
|
|
5,000
|
|
|
|
(3
|
)
|
|
|
|
7/25/2007
|
|
|
|
(5,000
|
)
|
|
|
(4
|
)
|
|
|
|
8/15/2007
|
|
|
|
6,250
|
|
|
|
(3
|
)
|
|
|
|
8/15/2007
|
|
|
|
(6,250
|
)
|
|
|
(4
|
)
|
|
|
|
8/24/2007
|
|
|
|
6,250
|
|
|
|
(3
|
)
|
|
|
|
8/24/2007
|
|
|
|
(6,250
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(200
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(20
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(200
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(200
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(400
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(20
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(500
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(100
|
)
|
|
|
(4
|
)
|
|
|
|
6/4/2008
|
|
|
|
(100
|
)
|
|
|
(4
|
)
|
B-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Name
|
|
Date
|
|
|
# of Shares
|
|
|
Footnote
|
|
|
|
|
|
6/4/2008
|
|
|
|
(100
|
)
|
|
|
(4
|
)
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
|
|
|
6/19/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
6/19/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
Lynn Schenk
|
|
|
10/15/2007
|
|
|
|
63,000
|
|
|
|
(3
|
)
|
|
|
|
10/15/2007
|
|
|
|
(63,000
|
)
|
|
|
(4
|
)
|
|
|
|
7/9/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
7/9/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
Phillip A. Sharp, Ph.D.
|
|
|
4/8/2008
|
|
|
|
100,000
|
|
|
|
(3
|
)
|
|
|
|
4/8/2008
|
|
|
|
(100,000
|
)
|
|
|
(4
|
)
|
|
|
|
7/9/2008
|
|
|
|
2,050
|
|
|
|
(2
|
)
|
|
|
|
7/9/2008
|
|
|
|
5,700
|
|
|
|
(1
|
)
|
|
|
|
7/21/2008
|
|
|
|
(72,500
|
)
|
|
|
(4
|
)
|
William Sibold
|
|
|
3/30/2007
|
|
|
|
601
|
|
|
|
(5
|
)
|
|
|
|
4/23/2007
|
|
|
|
(113
|
)
|
|
|
(4
|
)
|
|
|
|
5/1/2007
|
|
|
|
(81
|
)
|
|
|
(6
|
)
|
|
|
|
5/1/2007
|
|
|
|
(127
|
)
|
|
|
(6
|
)
|
|
|
|
5/7/2007
|
|
|
|
446
|
|
|
|
(3
|
)
|
|
|
|
5/7/2007
|
|
|
|
(446
|
)
|
|
|
(4
|
)
|
|
|
|
6/1/2007
|
|
|
|
9,000
|
|
|
|
(2
|
)
|
|
|
|
6/27/2007
|
|
|
|
1,990
|
|
|
|
(3
|
)
|
|
|
|
6/27/2007
|
|
|
|
(1,990
|
)
|
|
|
(4
|
)
|
|
|
|
6/27/2007
|
|
|
|
3,980
|
|
|
|
(3
|
)
|
|
|
|
6/27/2007
|
|
|
|
(3,980
|
)
|
|
|
(4
|
)
|
|
|
|
6/29/2007
|
|
|
|
133
|
|
|
|
(5
|
)
|
|
|
|
7/24/2007
|
|
|
|
5,031
|
|
|
|
(3
|
)
|
|
|
|
7/24/2007
|
|
|
|
(5,031
|
)
|
|
|
(4
|
)
|
|
|
|
10/15/2007
|
|
|
|
3,900
|
|
|
|
(3
|
)
|
|
|
|
10/15/2007
|
|
|
|
(3,900
|
)
|
|
|
(4
|
)
|
|
|
|
11/1/2007
|
|
|
|
8,700
|
|
|
|
(1
|
)
|
|
|
|
11/1/2007
|
|
|
|
3,400
|
|
|
|
(2
|
)
|
|
|
|
12/31/2007
|
|
|
|
1,990
|
|
|
|
(3
|
)
|
|
|
|
12/31/2007
|
|
|
|
(1,990
|
)
|
|
|
(4
|
)
|
|
|
|
2/6/2008
|
|
|
|
(491
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
(318
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
6,190
|
|
|
|
(2
|
)
|
|
|
|
2/12/2008
|
|
|
|
17,350
|
|
|
|
(1
|
)
|
|
|
|
2/12/2008
|
|
|
|
(842
|
)
|
|
|
(4
|
)
|
|
|
|
2/17/2008
|
|
|
|
(413
|
)
|
|
|
(6
|
)
|
|
|
|
2/21/2008
|
|
|
|
(887
|
)
|
|
|
(4
|
)
|
|
|
|
3/31/2008
|
|
|
|
440
|
|
|
|
(5
|
)
|
|
|
|
4/8/2008
|
|
|
|
450
|
|
|
|
(3
|
)
|
|
|
|
4/8/2008
|
|
|
|
(450
|
)
|
|
|
(4
|
)
|
B-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Name
|
|
Date
|
|
|
# of Shares
|
|
|
Footnote
|
|
|
|
|
|
4/8/2008
|
|
|
|
(734
|
)
|
|
|
(4
|
)
|
|
|
|
4/8/2008
|
|
|
|
(682
|
)
|
|
|
(4
|
)
|
|
|
|
5/1/2008
|
|
|
|
(81
|
)
|
|
|
(6
|
)
|
|
|
|
5/1/2008
|
|
|
|
(127
|
)
|
|
|
(6
|
)
|
|
|
|
5/8/2008
|
|
|
|
(172
|
)
|
|
|
(4
|
)
|
|
|
|
5/8/2008
|
|
|
|
(273
|
)
|
|
|
(4
|
)
|
|
|
|
6/1/2008
|
|
|
|
(953
|
)
|
|
|
(6
|
)
|
|
|
|
6/4/2008
|
|
|
|
(2,047
|
)
|
|
|
(4
|
)
|
|
|
|
6/5/2008
|
|
|
|
450
|
|
|
|
(3
|
)
|
|
|
|
6/5/2008
|
|
|
|
(450
|
)
|
|
|
(4
|
)
|
|
|
|
6/30/2008
|
|
|
|
24
|
|
|
|
(5
|
)
|
|
|
|
7/22/2008
|
|
|
|
1,942
|
|
|
|
(3
|
)
|
|
|
|
7/22/2008
|
|
|
|
(1,942
|
)
|
|
|
(4
|
)
|
|
|
|
7/30/2008
|
|
|
|
(440
|
)
|
|
|
(4
|
)
|
|
|
|
9/2/2008
|
|
|
|
10,000
|
|
|
|
(2
|
)
|
|
|
|
11/1/2008
|
|
|
|
(361
|
)
|
|
|
(6
|
)
|
|
|
|
11/6/2008
|
|
|
|
(773
|
)
|
|
|
(4
|
)
|
|
|
|
2/6/2009
|
|
|
|
(504
|
)
|
|
|
(6
|
)
|
|
|
|
2/11/2009
|
|
|
|
(829
|
)
|
|
|
(4
|
)
|
|
|
|
2/12/2009
|
|
|
|
(656
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2009
|
|
|
|
(318
|
)
|
|
|
(6
|
)
|
|
|
|
2/19/2009
|
|
|
|
(682
|
)
|
|
|
(4
|
)
|
|
|
|
2/19/2009
|
|
|
|
(1,408
|
)
|
|
|
(4
|
)
|
|
|
|
2/24/2009
|
|
|
|
10,715
|
|
|
|
(1
|
)
|
|
|
|
2/24/2009
|
|
|
|
4,030
|
|
|
|
(2
|
)
|
Elizabeth F. Woo
|
|
|
3/30/2007
|
|
|
|
452
|
|
|
|
(5
|
)
|
|
|
|
6/29/2007
|
|
|
|
211
|
|
|
|
(5
|
)
|
|
|
|
12/27/2007
|
|
|
|
(655
|
)
|
|
|
(4
|
)
|
|
|
|
12/27/2007
|
|
|
|
(2,296
|
)
|
|
|
(4
|
)
|
|
|
|
2/4/2008
|
|
|
|
1,700
|
|
|
|
(3
|
)
|
|
|
|
2/4/2008
|
|
|
|
(1,700
|
)
|
|
|
(4
|
)
|
|
|
|
2/4/2008
|
|
|
|
8,240
|
|
|
|
(3
|
)
|
|
|
|
2/4/2008
|
|
|
|
(8,240
|
)
|
|
|
(4
|
)
|
|
|
|
2/6/2008
|
|
|
|
(305
|
)
|
|
|
(6
|
)
|
|
|
|
2/12/2008
|
|
|
|
6,610
|
|
|
|
(1
|
)
|
|
|
|
2/12/2008
|
|
|
|
2,360
|
|
|
|
(2
|
)
|
|
|
|
2/12/2008
|
|
|
|
(253
|
)
|
|
|
(6
|
|