ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March 27, 2017, Alexion Pharmaceuticals, Inc. (Alexion)
announced that its Board of Directors (the Board) has appointed
Ludwig N. Hantson, Ph.D. as Chief Executive Officer and member of
the Board, effective immediately. Dr. Hantson succeeds David R.
Brennan, who has served as Alexions Interim Chief Executive Officer
since December 2016. Mr. Brennan will remain on the Board of
Directors.
Dr. Hantson, age 54, most recently served as President and CEO of
Baxalta Incorporated (Baxalta), a public company spin-off from
Baxter International Inc. (Baxter), from July 2015 until its sale
to Shire plc in June 2016. Prior to joining Baxalta, Dr. Hantson
served as Baxters Corporate Vice President and President,
BioScience from October 2010 to July 2015. Prior to his roles at
Baxter, Dr. Hantson held several leadership roles at Novartis AG
from 2001-2010, including CEO of Novartis Pharma North America, CEO
of Novartis Europe, and President of Novartis Pharma Canada. From
1988-2001, Dr. Hantson served in increasing roles of responsibility
in marketing, and research and development at Johnson Johnson. Dr.
Hantson began his career at Smith Nephew, and received his Ph.D. in
motor rehabilitation and physical therapy, Masters degree in
physical education, and a certification in high secondary
education, all from the University of Louvain in Belgium.
There is no arrangement or understanding between Dr. Hantson and
any other person to which Dr. Hantson was appointed as Alexions
Chief Executive Officer or as a director. There are no related
party transactions between Alexion and Dr. Hantson and no family
relationships between Dr. Hantson and any of the directors or
officers of Alexion.
In connection with Dr. Hantsons appointment, Alexion entered into
an employment agreement with Dr. Hantson (the Employment Agreement)
that has a three-year term subject to automatic one-year
extensions, unless Alexion or Dr. Hantson provides notice prior to
the end of the term, as extended. to the Employment Agreement, Dr.
Hantson will receive a base salary of at least $1,200,000 per year
and will be eligible to receive an annual performance bonus
targeted at 120% of his base salary, with the amount of the bonus
to be determined by the Board or the Leadership and Compensation
Committee to Alexions management incentive bonus program as in
effect from time to time.
Dr. Hantson will receive equity awards under Alexion’s 2004
Incentive Plan of stock options valued at approximately $2.275
million, restricted stock units valued at approximately $3.413
million and performance share units valued at target at
approximately $5.689 million. The grant date of such awards is
March 27, 2017. The stock options vest 25% on the first anniversary
of the grant date and one sixteenth every three months thereafter,
subject to continuous service. The restricted stock units vest 25%
on each of December 31, 2017, December 31, 2018, March 27, 2020 and
March 27, 2021. Approximately 80% of Performance Share Units may be
earned following a one year performance
period, and if earned, one-third will vest upon certification of
performance and one third on each of the next two anniversaries.
Approximately 20% of the Performance Share Units may be earned,
and will vest if earned, following completion of a three year
performance period. In addition, Dr. Hantson will be eligible to
receive stock-based awards under Alexions equity incentive plan
or program maintained by Alexion as in effect from time to time
in the discretion of the Board or the Leadership and Compensation
Committee. Dr. Hantson is also subject to certain customary
non-solicitation and non-competition provisions.
Under the terms of the Employment Agreement, in the event that Dr.
Hantsons employment with Alexion terminates, other than within 18
months after a change in control of Alexion, (i) for reasons other
than cause, death, or physical or mental disability, or (ii)
following a constructive termination, or (iii) in the event of a
non-renewal, Alexion will be obligated to pay Dr. Hantson cash
equal to two times the sum of (a) his then current base salary and
(b) the greater of (1) the average bonus received by him for the
two years preceding the year in which termination occurs and (2)
the amount equal to Dr. Hantsons target bonus for the year in which
the termination of employment occurs (the sum of (a) and (b), the
Severance Base). In addition, (1) all of Dr. Hantsons initial
time-vesting equity awards and other equity awards that have been
granted to and earned by Dr. Hantson shall vest, and all other
time-vesting awards that are at least then 50% vested shall vest,
and become immediately exercisable and shall remain exercisable for
such periods as provided under the terms of Alexion’s Amended and
Restated 2004 Incentive Plan and any individual award agreement
under which such awards were granted and (2) all other equity
awards will vest as determined in good faith by Alexion’s Board of
Directors based on the achievement of performance conditions.
In the event Dr. Hantson is terminated for any of the reasons
described in (i) (iii) above within 18 months following a change in
control of Alexion, Alexion will be obligated to pay Dr. Hantson
cash equal to three times the Severance Base. Alexion will also be
obligated to pay Dr. Hantson a pro-rata annual bonus for the year
in which termination of employment occurs, calculated by
multiplying his target annual bonus by a fraction, the numerator of
which is the number of days Dr. Hantson was employed during such
year and the denominator of which is 365. In addition, (1) all of
Dr. Hantsons initial time-vesting equity awards and other equity
awards that have been granted to and earned by Dr. Hantson shall
vest, and all other time-vesting awards that are at least then 50%
vested shall vest, and become immediately exercisable and shall
remain exercisable for such periods as provided under the terms of
Alexion’s Amended and Restated 2004 Incentive Plan and any
individual award agreement under which such awards were granted and
(2) all other equity awards will vest as determined in good faith
by Alexion’s Board of Directors based on the achievement of
performance conditions.
In addition, upon his termination for any reason described above,
Dr. Hantson will also be entitled to a lump sum amount equal to the
present value of the monthly health premiums that otherwise would
have been paid by Alexion on behalf of Dr. Hantson and his eligible
dependents for a period of 18 months following the termination.
The foregoing summary of certain terms of the Employment Agreement
is qualified in its entirety by the terms of the Employment
Agreement, which will be filed as an exhibit to Alexions Quarterly
Report on Form 10-Q for the fiscal quarter ending March 31, 2017.
A copy of the press release announcing Dr. Hantsons appointment is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
Press Release issued by Alexion Pharmaceuticals, Inc. on
March 27, 2017 relating to the appointment of Dr. Hantson.


About ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN)

Alexion Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of life-transforming therapeutic products. The Company operates through innovation, development and commercialization of life-transforming therapeutic products segment. The Company’s marketed products include Soliris (eculizumab), Strensiq (asfotase alfa) and Kanuma (sebelipase alfa). The Company’s clinical programs include Soliris (eculizumab), ALXN 1101, ALXN 1007, SBC-103, ALXN 1210 and ALXN 5500. It offers Soliris for patients with either paroxysmal nocturnal hemoglobinuria (PNH), a life-threatening and ultra-rare genetic blood disorder, or atypical hemolytic uremic syndrome (aHUS), a life-threatening and ultra-rare genetic disease. Strensiq is a targeted enzyme replacement therapy. It offers Kanuma for the treatment of patients with Lysosomal Acid Lipase Deficiency (LAL-D). ALXN 1007 is a humanized antibody designed to target inflammatory disorders.

ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) Recent Trading Information

ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) closed its last trading session 00.00 at 119.26 with 1,292,350 shares trading hands.

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