WEST PHARMACEUTICAL SERVICES, INC. (NYSE:WST) 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.

Appointment of New Senior Vice President, Chief Financial Officer and Treasurer

On June 21, 2018, West Pharmaceutical Services, Inc. (the “Company”) announced that it had appointed Bernard J. Birkett to serve as Senior Vice President, Chief Financial Officer and Treasurer, effective June 21, 2018 (the “Commencement Date”). Mr. Birkett will serve on the Company’s senior leadership team and will oversee the Company’s entire Finance function.

Mr. Birkett, 49, joins the Company from Merit Medical Systems, Inc., a leading manufacturer of disposable medical devices, where he most recently served as Chief Financial Officer and Treasurer. Over a 20-year career at Merit, Mr. Birkett served in a number of senior global leadership roles, including Controller for Europe, Middle East and Africa (EMEA) and Vice President of International Finance. Mr. Birkett began his career as an accountant, and has experience working for additional manufacturing and medical device companies, including Inamed Corporation, Strix Limited and SPS Unbrako International.

Mr. Birkett is a Qualified Accountant with a business degree from the National University of Ireland Galway, a master’s degree in banking and finance from Smurfit Business School Dublin, and has completed a program at Stanford’s Graduate School of Business in Strategic Leadership for CFOs.

A copy of the press release issued by the Company announcing the appointment of Mr. Birkett is filed as Exhibit 99.1 hereto and is incorporated by reference.

Employment Agreement

The Company entered into an employment agreement with Mr. Birkett appointing him as Senior Vice President, Chief Financial Officer and Treasurer, effective June 21, 2018 (the “Employment Agreement”). to the Employment Agreement, Mr. Birkett will receive an annual base salary of $550,000. He will also be eligible for an annual incentive plan bonus in 2018, with a target amount of 70% of base salary, prorated based on Mr. Birkett’s period of employment in 2018.

Effective on the Commencement Date, Mr. Birkett received a long-term incentive (“LTI”) plan award with a grant date fair value of $625,000, 50% of which consisted of stock options and 50% of which consisted of performance share units (“PSUs”). The LTI award made on the Commencement Date is substantially similar to the awards made to other executives during 2018. He is also expected to receive a LTI award in 2019 and subsequent years at the Board of Directors’ annual grant meeting in February, with a grant date fair value of $750,000, generally delivered in the form of stock options and PSUs. Mr. Birkett also received a restricted stock unit (“RSU”) award with a grant date fair value of $1,000,000. If Mr. Birkett remains employed by the Company, the RSU award will vest 25% per year on the anniversary of Commencement Date until it is fully vested in June 2022. The RSU award will also vest 50% in the event Mr. Birkett terminates employment due to a Constructive Termination or is terminated by the Company without Cause, as defined in the award agreement. All other terms and conditions of the RSU award are consistent with awards made to senior executives since 2015.

In addition, Mr. Birkett will receive a sign-on cash bonus of $390,000. The Company will pay Mr. Birkett the entire cash bonus on the first normal payroll date following the Commencement Date. The sign-on bonus is subject to a two-year repayment obligation if Mr. Birkett terminates his employment with the Company on or prior to the second anniversary of the Commencement Date for any reason other than a Constructive Termination, Death, or Disability, or if the Company terminates Mr. Birkett’s employment with Cause, all as defined in the Employment Agreement.

Mr. Birkett will be eligible for relocation benefits, which includes a lump sum payment of two months’ of salary, and he will also receive a reimbursement of up to $15,000 for tax planning and preparation due to his ex-patriate status with his prior employer. Finally, Mr. Birkett will be subject to the Company’s standard change-in-control agreement for executive officers.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

William J. Federici to Assume Advisory Role

As previously reported by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2018, Mr. Federici will be retiring as our Senior Vice President, Chief Financial Officer and

Treasurer. Effective as of the appointment of Mr. Birkett, Mr. Federici will serve in an advisory capacity to oversee a smooth transition.

Item 9.01Financial Statements and Exhibits.

WEST PHARMACEUTICAL SERVICES INC Exhibit
EX-10.1 2 exh101employmentagreement.htm EXHIBIT 10.1 Exhibit Exhibit 10.1May 29,…
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About WEST PHARMACEUTICAL SERVICES, INC. (NYSE:WST)

West Pharmaceutical Services, Inc. (West) is a manufacturer of components and systems for the packaging and delivery of injectable drugs, as well as delivery system components for the pharmaceutical, healthcare and consumer products industries. The Company’s segments include Pharmaceutical Packaging Systems segment (Packaging Systems) and the Pharmaceutical Delivery Systems segment (Delivery Systems). Its Packaging Systems segment includes primary packaging components and systems for injectable drug delivery, other components used in syringe, intravenous and blood collection systems, and prefillable syringe components. Its Delivery Systems segment includes safety and administration systems, multi-component systems for drug containment and administration and various custom contract-manufacturing solutions.