VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) 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 March 28, 2019, Charles F. Wagner, Jr. agreed to become our Executive Vice President, Chief Financial Officer, effective April 10, 2019. In connection with Mr. Wagner’s appointment, Paul Silva, who has been serving as our interim Chief Financial Officer since January 2019, will return to his prior role as our Senior Vice President and Corporate Controller.
Mr. Wagner, 51, was Chief Financial Officer and Executive Vice President, Finance, of Ortho Clinical Diagnostics, a Carlyle Group portfolio company, from June 2015 to March 2019. In that role, he led the finance, accounting, tax, treasury, global information systems, lender relations, and acquisitions and divestiture groups, as well as shared leadership over several enterprise-wide projects. From July 2012 to June 2015, Mr. Wagner served as Executive Vice President, Chief Financial Officer of Bruker Corporation, a scientific instruments manufacturer. Prior to that, Mr. Wagner served as Chief Financial Officer for Progress Software Corporation, a provider of enterprise software, and Millipore Corporation, a global provider of products and services in the life science tools market. He holds a Bachelor of Science degree in accounting from Boston College and a Masters in Business Administration from Harvard Business School.
On March 28, 2019, we entered into an employment agreement and a change of control agreement with Mr. Wagner.
Mr. Wagner’s initial base salary is $700,000 per year, and he will participate in our annual cash bonus and equity programs. to his employment agreement, Mr. Wagner will receive a sign-on cash bonus in the amount of $140,000, and on his start date he will receive (i) a $700,000 restricted stock unit award that will vest in three annual installments, (ii) two performance stock unit awards with an aggregate value of $700,000 (based on the target number of shares) on the same terms as the annual performance stock units received by our named executive officers and (iii) an option grant with a fair market value equal to $600,000.
If Mr. Wagner terminates his employment for good reason or we terminate his employment without cause, he will receive 12 months of severance pay at an annual rate equal to his base salary plus
his target bonus. to the change of control agreement, if we terminate Mr. Wagner’s employment without cause on a date within 90 days prior to or 12 months after a change of control or he terminates his employment within 30 days of an event giving rise to a right to terminate for good reason and the event occurs on a date within 90 days prior to or 12 months after a change of control, he will receive (i) an amount equal to his base salary and target bonus amount, (ii) a final, pro-rated performance bonus for the year in which his employment terminates, and (iii) full vesting of his outstanding options and restricted stock unit awards.
About VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX)
Vertex Pharmaceuticals Incorporated is engaged in the business of discovering, developing, manufacturing and commercializing medicines for serious diseases. The Company operates in pharmaceuticals segment. Its business is focused on developing and commercializing therapies for the treatment of cystic fibrosis (CF) and advancing its research and development programs in other indications. Its marketed medicines are ORKAMBI and KALYDECO, which are approved to treat patients with CF having specific mutations in their CF transmembrane conductance regulator (CFTR) gene. It has multiple development programs in the field of CF, including VX-661, VX-371, and VX-152 and VX-440. It is engaged in various other research and mid- and early-stage development programs, such as programs in the areas of oncology, pain and neurology. Its oncology drug candidates include VX-970, VX-803 and VX-984; pain drug candidates include VX-150 and VX-241, and acute spinal cord injury drug candidate include VX-210.