Form 4: Bristol-Myers Squibb SVP and Controller Phil M. Holzer Reports Changes in Beneficial Ownership
SEC Form 4 Filing
Phil M. Holzer, SVP and Controller of Bristol-Myers Squibb, reports transactions involving common stock and market share units, including vesting, adjustments, and shares withheld for taxes.
Summary
- On March 10, 2024, Phil M. Holzer, SVP and Controller of Bristol-Myers Squibb, reported changes in beneficial ownership of the company's stock.
- These changes involve common stock and derivative securities, specifically market share units and performance shares.
- Transactions included the vesting of market share units granted in 2020, 2021, 2022 and 2023, and the distribution of performance shares earned under the 2021-2023 Long-Term Performance Award.
- Some market share units were cancelled due to not achieving the minimum payout factor.
- Shares were also withheld for payment of taxes upon vesting of awards at a price of $53.79.
- Holzer's direct ownership of common stock after these transactions is 12,460 shares.
Sentiment
Score: 6
Explanation: The document is neutral, reporting routine transactions related to executive compensation. The cancellation of some market share units is a minor negative, while the vesting of others is a minor positive.
Positives
- The vesting of market share units and distribution of performance shares indicate that certain performance metrics were met, triggering these awards.
Negatives
- Cancellation of market share units granted in 2022 and 2023 suggests that the minimum payout factor of 80% was not achieved for those grants.
Risks
- Fluctuations in Bristol-Myers Squibb's stock price could impact the value of market share units and performance shares.
- Future performance may not meet the required thresholds for vesting or distribution of equity awards.
Future Outlook
Future vesting of market share units and distribution of performance shares will depend on the company's performance and stock price.
Industry Context
Executive compensation through equity awards is a common practice in the pharmaceutical industry to align management's interests with those of shareholders.
Comparison to Industry Standards
- Companies like Johnson & Johnson (JNJ) and Pfizer (PFE) also utilize stock options, restricted stock units, and performance shares as part of their executive compensation packages.
- The specific terms and conditions of these awards, such as vesting schedules and performance metrics, can vary significantly between companies.
Stakeholder Impact
- Shareholders are impacted by the dilution effect of stock awards.
- Employees who are granted equity awards are incentivized to improve company performance.
Next Steps
- Future vesting of market share units and distribution of performance shares on scheduled dates.
Key Dates
| Date | Description |
|---|---|
| 03/10/2020 | Grant date of market share units, one-quarter of which vested on 03/10/2024 |
| 03/10/2021 | Grant date of market share units, one-quarter of which vested on 03/10/2024 |
| 03/10/2022 | Grant date of market share units, one-quarter of which was cancelled on 03/10/2024 due to not achieving the 80% minimum payout factor |
| 03/10/2023 | Grant date of market share units, one-quarter of which was cancelled on 03/10/2024 due to not achieving the 80% minimum payout factor |
| 03/10/2024 | Date of transactions reported, including vesting of market share units and distribution of performance shares |
| 03/12/2024 | Date of signature of the report |
| 03/10/2025 | Vesting date of one-quarter of market share units granted on March 10, 2021 |
| 03/10/2026 | Vesting date of one-quarter of market share units granted on March 10, 2022 |
| 03/10/2027 | Distribution date of performance shares earned under the 2024-2026 Long-Term Performance Award and vesting date of one-quarter of market share units granted on March 10, 2023 |
| 03/10/2028 | Vesting date of one-quarter of market share units granted on March 10, 2024 |
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