ALLERGAN PLC (NYSE:AGN) 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 February5, 2018, Allergan plc (the “Company”) announced the appointment of Mr. MatthewM.Walsh as Chief Financial Officer of the Company, effective February20, 2018. Mr.Walsh will formally join the Company later this month following a transition period from his current role as Executive Vice President, Chief Financial Officer at Catalent, Inc. (“Catalent”), and will succeed Ms. MariaTeresa Hilado, who previously announced her anticipated departure from the Company on September25, 2017.

Prior to joining the Company, Mr.Walsh, 51, served as Executive Vice President and Chief Financial Officer of Catalent, a global provider of drug delivery technology and development solutions for drugs, biologics and consumer health products, since 2012 and served as Senior Vice President and Chief Financial Officer of Catalent from 2008 to 2012. Prior to joining Catalent, Mr.Walsh served as President, Chief Financial Officer and Acting Chief Executive Officer of Escala Group, Inc., a global collectibles network and precious metals trader. From 1996 through 2006, Mr.Walsh held a variety of finance leadership roles at GenTek, Inc., an industrial manufacturer, including Vice President-Finance& Chief Financial Officer, Vice President& Treasurer and Group Controller. Mr.Walsh is a CFA® charterholder who received a MBA from Cornell University, SC Johnson Graduate School of Management, and a Bachelor of Science in Chemical Engineering from Cornell University, College of Engineering.

Mr.Walsh’s offer letter with the Company provides for (i)an annual base salary of $800,000; (ii) eligibility to participate in the Company’s annual cash incentive plan, with a target bonus opportunity equal to $825,000 (with Mr.Walsh’s 2018 bonus pro-rated based on his date of hire); (iii) eligibility to participate in the Company’s long-term incentive plan, with an annual target grant date value of $3,000,000, consisting of a mix of performance share units and restricted share units, with a grant upon his start date under the Company’s long-term incentive plan of $6,000,000 representing 2018 and 2019 awards, with 75% in performance share units, which will vest in two equal installments on December31, 2020 and December31, 2021, subject to the achievement of specified performance goals, and 25% in restricted share units, which will vest in five equal installments on each anniversary of the grant date; (iv)a one-time transformation incentive award with a target value of $2,500,000, which will vest in two equal installments on December31, 2018 and December31, 2019, subject to the achievement of specified total shareholder return goals, which are described in Item 5.02 of the Company’s Current Report on Form 8-K filed on August8, 2016; (v) a sign-on bonus of $1,400,000, payable in two equal installments within 30 days of each of Mr.Walsh’s start date and the first anniversary of his start date (subject to accelerated payment or repayment upon certain terminations of employment); (vi) a sign-on grant of restricted stock units with a grant date value of $2,100,000, which vests in four equal annual installments on each anniversary of the grant date (subject to continued vesting upon certain terminations of employment by the Company); and (vii)eligibility to participate in the Company’s executive deferred compensation plan. Mr.Walsh will also participate in the Company’s executive severance plan, the terms of which are described in Item 5.02 of the Company’s Current Report on Form 8-K filed on July21, 2017 and which provides for certain payments and benefits in the event of his termination of employment without cause or in connection with a change in control.