UPDATED: Bristol-Myers revamps exec pay after shareholders revolt

Last year, Bristol-Myers Squibb ($BMY) shareholders knocked the company's executive pay, with 42% voting against their 2015 compensation packages. Now, Bristol-Myers says it worked with top investors last year to craft a new set of rules for 2016.

Bristol-Myers Squibb CEO Giovanni Caforio

We'll have to wait for next year's proxy filing to see how those new rules shift the numbers. In the meantime, let's take a look at how the company's top execs fared after shareholders approved their pay structure by only an 8-percentage-point margin.

Recently minted CEO Giovanni Caforio garnered $15.64 million for the year, with increases in his base salary--to $1.29 million from $916,000--and incentive pay, which rose to $3.5 million from $2.12 million the year before.

It was his stock awards that really took a leap, however, to $10.4 million, more than double the $4 million he racked up in 2014. His total pay doubled from just $7.25 million.

To be fair, Caforio spent 2014 lower down on the Bristol-Myers org chart, half as EVP and chief commercial officer, half as COO. His lower pay that year reflected that. But he also spent one-third of 2015 as COO, until he took the helm in May. And that means his 2015 package reflects just part of what he might have earned as CEO for the full year.

Former chief Lamberto Andreotti was on his way out the door in 2015, so he collected far less in 2015 than the year before: just over $8 million, compared with $27 million-plus in 2014. His compensation declined in almost every category, with the biggest change in stock awards; those plummeted to $3.6 million from $18 million.

Andreotti, a longtime Bristol-Myers exec, served as CEO from 2010 till last year, and while he was in charge, he consistently ranked among FiercePharma's highest-paid CEOs in biopharma. This year's proxies are still rolling in, so it's not yet clear whether Caforio's 2015 pay will make the cut. He might: In 2014, the cutoff for the FiercePharma top 20 was Amgen ($AMGN) CEO Robert Bradway's $13.96 million.

Bristol-Myers doesn't say whether shareholders were upset about the exec-pay totals. The only change to cash compensation for 2016 is lower annual incentive-pay capped at 200% of Caforio's base pay, rather than the 251% previously.

Most of the shifts are designed to weight incentive pay more toward long-term targets than short-term numbers. Rather than using non-GAAP EPS as a goal for both annual incentive pay and long-term equity awards, for instance, the company scrapped that metric for long-term payouts in favor of operating margins. And overall, long-term pay now measures 3-year performance levels, rather than one year only.

The company also responded to demands for more transparency in compensation decisions by setting forth specific performance goals executives are looking to hit--determining their pay--rather than using more general terms.

That's not to say that Bristol-Myers is apologizing across the board for its previous pay policies. The big share awards for 2015, for instance, "appropriately reward our executives for their outstanding performance and the value created for shareholders in a year of unprecedented achievement and delivery for our patients."

One of those achievements was a big one--continuing its blockbuster launch on the cancer immunotherapy Opdivo, which analysts expect to lead the PD-1/PD-L1 checkpoint inhibitor field to become one of the world's top-selling drugs in 2020.

- read the BMS proxy

Special Report: Top 15 pharma companies by 2014 revenue - Bristol-Myers Squibb | The top 20 highest-paid biopharma CEOs of 2014 - Lamberto Andreotti, Bristol-Myers

Editor's note: This story was updated to note that the CEO's annual incentive pay is capped at 200%; a previous version said his incentive pay target is 200%.

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