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

ME Staff 8-k

8 years ago

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

On May 23, 2017, Alexion Pharmaceuticals, Inc. (Alexion or the
Company) announced executive leadership changes.

Mr. Brian Goff will join Alexion as Chief Commercial Officer,
effective June 1, 2017. Mr. Goff succeeds Carsten Thiel who is
leaving the Company, effective June 1, 2017, to pursue new
opportunities.

Mr. David Anderson, Chief Financial Officer, will resign his
position at the end of August 2017. The Company has commenced a
search for a new Chief Financial Officer.

Dr. Martin Mackay, Executive Vice President, Head of Research
Development, is retiring from the Company at the end of 2017. The
Company has commenced a search for a new head of Research
Development.

Ms. Clare Carmichael, Executive Vice President, Chief Human
Resources Officer, will be leaving the Company, effective June 1,
2017, to pursue new opportunities. The Company has commenced a
search for a new head of Human Resources.

Mr. Goff, age 48, most recently served as Chief Operating Officer
and a member of the Board of Directors of Neurovance, Inc., from
December 2016 until Neurovance was acquired by Otsuka
Pharmaceuticals Co. in March 2017. Previously, Mr. Goff served as
Executive Vice President President Hematology Division, of
Baxalta Incorporated, a public company spin-off from Baxter
International Inc., from January 2015 until its combination with
Shire plc in June 2016. From June 2012 until December 2014, he
served with Baxter Healthcare Corporation as Global Hemophilia
Franchise Head. Earlier in his career, Mr. Goff held positions of
increasing responsibility in sales and marketing roles with
Novartis Pharmaceuticals, and the pharmaceutical division of
Johnson Johnson. Mr. Goff earned his M.B.A. from the Wharton
School at the University of Pennsylvania and his B.A. from
Skidmore College.

In connection with Mr. Goffs appointment, Alexion and Mr. Goff
will enter into an employment agreement (the Employment
Agreement) that has a three-year term subject to automatic
one-year extensions, unless Alexion or Mr. Goff provides notice
prior to the end of the term, as extended. to the Employment
Agreement, Mr. Goff will receive a base salary of at least
$675,000 per year and will be eligible to receive an annual
performance bonus targeted at 70% 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.

In connection with his appointment, Mr. Goff will receive equity
awards under Alexion’s 2017 Incentive Plan of stock options
valued at approximately $726,000, restricted stock units valued
at approximately $1,474,000 and performance share units valued at
target at approximately $800,000. 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 the first, second,
third and fourth anniversary of the grant date. The 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.
In addition, Mr. Goff 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. Mr. Goff
is also subject to certain customary non-solicitation and
non-competition provisions.

Mr. Goff was not selected as Chief Commercial Officer to any
arrangement or understanding between him and any other person.
There are no related party transactions between the Company and
Mr. Goff and no family relationships between Mr. Goff and any of
the directors or officers of the Company.

A copy of the Companys press release announcing the appointment
of Mr. Goff, and the departures of Mr. Anderson, Dr. Mackay, Dr.
Thiel and Ms. Carmichael, is attached as Exhibit 99.1 to this
Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




99.1	Press Release, dated May 23, 2017

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 down -10.78 at 104.64 with 2,228,059 shares trading hands.