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
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 13, 2017, Alexion Pharmaceuticals, Inc. (Alexion or the
Company) announced that Paul J. Clancy will join the Company on
July 10, 2017 and will assume the role of Chief Financial Officer
and principal financial officer effective July 31, 2017,
replacing David Anderson, who will resign from the Company at the
end of August 2017 as previously disclosed.
Company) announced that Paul J. Clancy will join the Company on
July 10, 2017 and will assume the role of Chief Financial Officer
and principal financial officer effective July 31, 2017,
replacing David Anderson, who will resign from the Company at the
end of August 2017 as previously disclosed.
Mr. Clancy, 55, most recently served as the Executive Vice
President, Finance and Chief Financial Officer and a member of the
Executive Committee of Biogen. Mr. Clancy joined Biogen in 2001 and
was named Chief Financial Officer in 2007, having served in several
other senior executive positions with the company, including Senior
Vice President of Finance, Vice President of Business Planning,
Vice President of Portfolio Management, and Vice President of U.S.
Marketing. Prior to joining Biogen, Mr. Clancy spent 13 years at
PepsiCo, serving in a range of finance, strategy and general
management positions. Mr. Clancy serves on the Board of Directors
of Agios Pharmaceuticals, Inc., a biopharmaceutical company, and on
the Board of Directors of Incyte Corporation, also a
biopharmaceutical company. Mr. Clancy received his B.S. in Finance
from Babson College and M.B.A. from Columbia University.
President, Finance and Chief Financial Officer and a member of the
Executive Committee of Biogen. Mr. Clancy joined Biogen in 2001 and
was named Chief Financial Officer in 2007, having served in several
other senior executive positions with the company, including Senior
Vice President of Finance, Vice President of Business Planning,
Vice President of Portfolio Management, and Vice President of U.S.
Marketing. Prior to joining Biogen, Mr. Clancy spent 13 years at
PepsiCo, serving in a range of finance, strategy and general
management positions. Mr. Clancy serves on the Board of Directors
of Agios Pharmaceuticals, Inc., a biopharmaceutical company, and on
the Board of Directors of Incyte Corporation, also a
biopharmaceutical company. Mr. Clancy received his B.S. in Finance
from Babson College and M.B.A. from Columbia University.
In connection with Mr. Clancys appointment, Alexion and Mr.
Clancy 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. Clancy provides notice
prior to the end of the term, as extended. to the Employment
Agreement, Mr. Clancy will receive a base salary of at least
$900,000 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 Alexions Board of
Directors (the Board) or its Leadership and Compensation
Committee to Alexions management incentive bonus program as in
effect from time to time. Mr. Clancy will also receive a one-time
advance of $500,000, subject to repayment if the Employment
Agreement terminates prior to July 10, 2017.
Clancy 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. Clancy provides notice
prior to the end of the term, as extended. to the Employment
Agreement, Mr. Clancy will receive a base salary of at least
$900,000 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 Alexions Board of
Directors (the Board) or its Leadership and Compensation
Committee to Alexions management incentive bonus program as in
effect from time to time. Mr. Clancy will also receive a one-time
advance of $500,000, subject to repayment if the Employment
Agreement terminates prior to July 10, 2017.
In connection with his appointment, Mr. Clancy will receive stock
options valued at approximately $1,200,000, restricted stock
units valued at approximately $5,800,000 and performance share
units valued at target at approximately $3,000,000. 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. 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, Mr. Clancy 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.
Clancy is also subject to certain customary non-solicitation and
non-competition provisions.
options valued at approximately $1,200,000, restricted stock
units valued at approximately $5,800,000 and performance share
units valued at target at approximately $3,000,000. 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. 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, Mr. Clancy 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.
Clancy is also subject to certain customary non-solicitation and
non-competition provisions.
Under the terms of the Employment Agreement, in the event that
Mr. Clancys 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, (ii)
following a constructive termination, or (iii) in the event of a
non-renewal, Alexion will be obligated to pay Mr. Clancy cash
equal to 1.5 times the sum of (a) his then current base salary
and (b) the amount equal to Mr. Clancys target bonus for the year
in which the termination of employment occurs (the sum of (a) and
(b), the Severance Base).
Mr. Clancys 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, (ii)
following a constructive termination, or (iii) in the event of a
non-renewal, Alexion will be obligated to pay Mr. Clancy cash
equal to 1.5 times the sum of (a) his then current base salary
and (b) the amount equal to Mr. Clancys target bonus for the year
in which the termination of employment occurs (the sum of (a) and
(b), the Severance Base).
In the event Mr. Clancy 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 Mr.
Clancy cash equal to two times the
described in (i) (iii) above within 18 months following a change
in control of Alexion, Alexion will be obligated to pay Mr.
Clancy cash equal to two times the
Severance Base. Alexion will also be obligated to pay Mr. Clancy
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
Mr. Clancy was employed during such year and the denominator of
which is 365.
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
Mr. Clancy was employed during such year and the denominator of
which is 365.
In addition, upon his termination for any reason described above,
all of Mr. Clancys initial time-vesting equity awards and other
time-vesting awards that are at least then 50% vested will vest
and become immediately exercisable and will remain exercisable
for such periods as provided under the terms of Alexion’s 2017
Incentive Plan and any individual award agreement under which
such awards were granted. Mr. Clancy will 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 Mr. Clancy and his eligible dependents for a period of 18
months following the termination.
all of Mr. Clancys initial time-vesting equity awards and other
time-vesting awards that are at least then 50% vested will vest
and become immediately exercisable and will remain exercisable
for such periods as provided under the terms of Alexion’s 2017
Incentive Plan and any individual award agreement under which
such awards were granted. Mr. Clancy will 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 Mr. Clancy 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 June 30, 2017.
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 June 30, 2017.
Mr. Clancy was not selected as Chief Financial Officer to any
arrangement or understanding between him and any other person.
There are no related party transactions between the Company and
Mr. Clancy and no family relationships between Mr. Clancy and any
of the directors or officers of the Company.
arrangement or understanding between him and any other person.
There are no related party transactions between the Company and
Mr. Clancy and no family relationships between Mr. Clancy and any
of the directors or officers of the Company.
A copy of the press release announcing Mr. Clancys appointment is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press Release, dated June 13, 2017
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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.