THE EXECUTIVE WHITE PAPER SERIES | 2013

EXECUTIVE COMPENSATION TRENDS

Across the Biotechnology & Pharmaceutical Industry | 2009- Present

PRESENTED BY|

THE EXECUTIVE WHITE PAPER SERIES | 2013

ABOUT THE AUTHOR | STEVE CORNACCHIA

Steve Cornacchia is a Partner in the Life Sciences practice of ON Search Partners with over a decade of experience in international retained executive search. He specializes in assisting emerging life sciences companies, as well as multinational biotechnology, pharmaceutical and medical device companies, address global development and commercial challenges. Steves broad experience within the biopharmaceutical and medical device industry has given him the insight and the ability to quickly assess and attract top leadership talent for his clients. His demonstrated track record of successfully identifying and retaining visionary leaders spans a broad spectrum of roles, including CEOs, Chief Medical Officers and Chief Scientific Officers, as well as functional Vice Presidents in commercial, discovery, clinical development, regulatory, and business development. Steves recruitment experience over the years has given him global access to key commercial and scientific talent across both industry and academia. Steve can be reached at steve@onpartners.com.

THE EXECUTIVE WHITE PAPER SERIES | 2013

The Executive White Paper Series is a cooperative effort by leading experts to provide meaningful leadership insights to todays executives. To view more topics in the series, please visit www.onpartners.com.

ABOUT ON SEARCH PARTNERS|

Washington | 443.482.5172 Silicon Valley | 650.257.7870 Dallas | 214.989.6143 Cleveland | Toll Free - 855.995.ONSP Email | info@onpartners.com Website | www.onpartners.com Twitter | @ONSearchPartner www.linkedin.com/company/ON-Search-Partners As a leading retained executive search firm, ON Search Partners locates and lands the best CEO, Board and Vice President talent for both public and private companies. Known for a highly-personalized consultative approach, our partners are distinguished by their professionalism and a tenacious entrepreneurial spirit. Our goal is to provide clients the insight and context necessary to make smart leadership decisions. We are dedicated to your success. Explore our website for more information on our partners and services.

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 1

THE EXECUTIVE WHITE PAPER SERIES | 2013

EXECUTIVE COMPENSATION TRENDS ACROSS THE BIOTECHNOLOGY & PHARMACEUTICAL INDUSTRY

2009-Present

As one of the top twenty retained executive search firms operating in the United States*, ON Search Partners locates and retains significant senior talent for companies in the Life Sciences industries globally. During the last several years, through numerous negotiations with clients and candidates, we identified several trends developing in executive compensation. We were interested in seeing if these trends were indeed visible at a macro-level within our industry, so we analyzed publicly disclosed compensation plans of key executives within leading US-based public biotechnology and pharmaceutical companies over the past three years. Our intent was to see how these companies were addressing the challenges of rewarding and retaining their top leadership talent in a difficult global economic climate. A task complicated by operating in an industry grappling with inherent R&D and regulatory challenges in the development of new therapeutics. We found that, indeed, the structure of executive compensation plans are changing broadly in our industry, and that companies need to take note should they want to remain competitive in recruiting and retaining their most talented leaders. The macro-analysis aligned with our own personal experiences recruiting executives for our clients over these last several years.

Methodology
ON Search Partners analyzed the most recent publically disclosed compensation plans of 157 executives within 50 public biotech and pharmaceutical companies over the last three years 2009 to 2011. Four executive profiles were targeted: Chief Executive Officer Chief Financial Officer the most senior R&D leadership function, i.e. CSO, CMO, EVP R&D, etc. the top commercial/business function, usually Chief Commercial Officer or Chief Business Officer. Companies were selected evenly between large-cap (>$10 billion market capitalization), mid-cap ($2 to $10 billion), small-cap ($250 million to $2 billion) and micro-cap (< $250 million).

An Executive Briefing - High Quality Talent Acquisition: Summarized Review of Retained Executive Search Landscape, Sept. 2012. National Strategic

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 2

THE EXECUTIVE WHITE PAPER SERIES | 2013

TREND 1: OVERALL EXECUTIVE COMPENSATION GROWING BY DOUBLE DIGITS

2009-Present

Reviewing overall compensation packages of executives from 2009 through 2011, we found a healthy increase in the median overall compensation, including an 11% increase from 2009 to 2010, and a 16% increase year over year from 2010 to 2011. Taking inflation into account, these executives saw a 13% increase in total compensation in the last reported year - 2011. (See Figure 1.) Healthy gains in compensation were primarily driven by increases in variable compensation, including non-equity based incentives as well as stock and option awards. Base compensation increased by 9% and 6% in 2010 and 2011 respectively. It is interesting to note the decline in the percentage increase from 2010 to 2011. This may have been spurred on by more aggressive equity and bonus awards these executives received in 2011 as compared to 2010. Indeed, if we look at the overall trends, much of the year over year double digit growth was due to stronger equity and cash bonus awards, rather than base salary increases. These executives in 2011 saw their equity awards increase by 30% over 2010 figures. Bonuses dropped in 2010, likely due to the economic challenges experienced in 2008 and 2009, but bounced back quite markedly in 2011 in line with a healthier economic climate.

Figure 1:

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 3

THE EXECUTIVE WHITE PAPER SERIES | 2013

TREND 2: STOCK AWARDS ARE A MORE SIGNIFICANT COMPONENT OF TOTAL COMPENSATION

2009-Present

As we dig deeper into the numbers, it becomes evident that there is an emerging trend whereby companies are moving away from incentivizing executives with cash compensation and are gravitating much more aggressively towards equity incentive awards. If we look at the percentage mix of total cash compensation vs. total equity compensation within these executive packages, the trend is quite striking as we see them move closer to a 50/50 mix. (See Figure 2.) We also found an important trend developing when we analyzed the make-up of the equity portion of incentive plans. There is a definite movement of companies shifting away from option grants and enhancing the stock
Figure 3:

Figure 2:

Total Cash vs. Total Equity Compensation

award elements of these plans which include restricted stock units, performance share units and other non-option grants. This corresponds to the majority of compensation plans we have personally negotiated across the board in our own practices. (See Figure 3.) Over time, we can see that stock awards are being adopted more aggressively by micro-, small- and mid-cap companies. This trend likely reflects the last several years of stagnant stock performance that hasnt rewarded executives the way their stock grants originally intended. As a retained executive search firm, our own experiences are that client companies are offering stock awards with much more frequency than ever before and is a significant contributing factor in attracting and retaining talent.

% Mix of Stock vs. Option Awards

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 4

THE EXECUTIVE WHITE PAPER SERIES | 2013

TREND 2: STOCK AWARDS ARE A MORE SIGNIFICANT COMPONENT OF TOTAL COMPENSATION

2009-Present

As we look further into the equity component of executive compensation plans, we can observe this trend across all segments of the industry. Companies are moving towards stock awards and away from option awards. This is especially true within micro-, small-, and most significantly, mid-cap companies ($2 billion to $10 billion in market capitalization).
Figure 4:

Total Cash vs. Total Equity Compensation Comparison of Equity Components by Stock vs. Option % by Size of Company

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 5

THE EXECUTIVE WHITE PAPER SERIES | 2013

TREND 3: MICRO-CAP COMPANIES ARE FOLLOWING IN LARGE-CAPS FOOTSTEPS

2009-Present

Historically, micro-cap stocks (defined here as companies with market capitalization under $250 million) have tended to compensate executives with a heavier emphasis on the future potential value of the company, offering significant option awards. With most of these companies yet to successfully commercialize a product or show real success in their development pipeline, offering executives significant option awards has been the norm.
Figure 5:

Indeed, if we look at 2009 compensation for executives within these micro-cap companies, the value of their packages deriving from cash (base and bonus) was 34% as compared to 65% equity compensation. Jumping forward to today, these micro-cap companies are compensating their executives with an even mix of cash and equity awards. And within that equity mix, the share of stock awards versus option awards has grown significantly as well.

Micro-Cap Compensation Award Mix

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 6

THE EXECUTIVE WHITE PAPER SERIES | 2013

EXECUTIVE COMPENSATION TRENDS ACROSS THE BIOTECHNOLOGY & PHARMACEUTICAL INDUSTRY

2009-Present

CONCLUSION |
At a macro level, we are seeing companies continue to pressure cash and equity compensation upwards, driving executive compensation packages up at double-digit annual growth rates. Furthermore, companies are bolstering executive compensation primarily through equity. Most significantly, stock awards are becoming a primary driver for rewarding executives. Likely this is due to both the on-going challenges faced by the biotechnology and pharmaceutical industry as a whole in commercializing new therapies, as well as the overall global economic climate. The reality is many of these companies stocks have not performed well over these past several years. Executives are seeing that traditional option awards are likely not going to pay-off in the long term as many once thought. This seems to be a reflection of the overall long-term uncertainties of the sector. Until the industry can reinvigorate pipelines and opportunities for significant commercial growth with healthy returns, this trend will likely continue. Our own experiences align with the data trends presented. Base compensation will always be the important foundational component of a strong and competitive offer, but how a company crafts its equity offering can be the deciding factor around whether or not our clients will land top talent in a very competitive market. Likely due to candidates own experiences of holding options with little or no value, they are choosing awards over options, and the market is giving it to them. We have seen firsthand how clients that still rely on a heavy stock option based package, are losing talent to their competitors who have adopted stock awards as their primary equity driver. With this in mind, our recommendations to clients are to be aware of this market trend and understand that it creates expectations within prospective candidates minds. These expectations need to be addressed in order to successfully craft an offer that will close a candidate. Companies that still rely on purely stock option grants to compensate senior leaders should monitor these trends and bear them in mind as they assess their on-going corporate compensation strategies.

BIOPHARMA EXECUTIVE COMPENSATION

PAGE 6