Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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430 E. 29th Street, 14th Floor
New York, New York 10016 |
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to elect to the Board of Directors the 12 persons nominated by the Board, each for a term of one year;
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to conduct an advisory vote to approve the compensation of our Named Executive Officers;
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to ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2020;
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to consider two shareholder proposals, if presented at the meeting; and
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to transact such other business as may properly come before the meeting or any adjournments thereof.
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YOUR VOTE IS IMPORTANT
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Regardless of the number of shares you own, your vote is important. If you do not
attend the Annual Meeting to vote in person, your vote will not be counted unless a proxy representing your shares is presented at the meeting. To ensure that your shares will be voted at the meeting, please vote in one of these ways:
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(1) Go to www.proxyvote.com and vote via the Internet;
(2) Call the toll free telephone number (800) 690-6903 (this call is toll-free in the United States); or (3) Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope. |
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If you do attend the Annual Meeting, you may revoke your proxy and vote by ballot.
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Excellent initial results from our Celgene integration efforts;
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Strong business performance across our portfolio;
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A 16% increase in Total Revenues, with 10% attributable to the legacy BMS business;
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A (33%) decrease in GAAP diluted earnings per share (EPS) and an 18% increase in non-GAAP diluted EPS;
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One-year total shareholder return of 28%;
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Implementation of a 10% increase in our dividend, marking an increase in dividends for the 11th year in a row; and
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Strong external recognition of the excellence of our governance, environmental, and social programs.
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Our vision is to transform patients’ lives through science.
At Bristol Myers Squibb, we are in the business of breakthroughs. Each day, our employees strive to discover, develop, and deliver innovative medicines that help patients prevail over serious diseases. Patients are at the center of everything we do. They inspire us. They are the reason we come to work each day. Patients depend on our medicines to help battle serious diseases such as cancer, cardiovascular disease, and rheumatoid arthritis. And through our science, we are pursuing new treatments for diseases including more forms of cancer, heart failure, fibrosis, multiple sclerosis, psoriasis, IBD and neurological disease. Our goal is to transform patients' lives through science. We are a biopharma leader. We combine the agility of a biotech company with the reach and resources of an established pharmaceutical company to create a global leading biopharma company. We are a differentiated biopharma company focused on innovative medicines. For us, that means being a company that leads scientific innovation, collaborates at the center of the biotech ecosystem, leverages our global scale and agility, and is driven by the best employees in the industry. We are committed to quality, integrity, and ethics in everything we do. Above all else, we value our integrity and we hold ourselves accountable to the highest ethical standards. Our people, patients, and communities are at the center of everything that we do. We strive to deliver transformative medicines, increase access to treatment, and create a positive impact in the communities where we live, work, and serve patients. Our patients depend on us. They need our very best in every treatment - every dose, every day. We focus on quality and accountability across the entire company: in our laboratory practices, clinical practices, manufacturing processes, and distribution networks. We value diversity and inclusion. We embrace a diverse workforce and promote an inclusive culture. We believe that the diverse experiences and perspectives of all our employees help to bring out our best ideas, drive innovation and achieve transformative business results. The health, safety, professional development, work-life balance, and equitable and respectful treatment of our workforce are among our highest priorities. We touch the lives of those you love. You, or one of your loved ones, likely know us through the medicines we make. Our top medicines include Revlimid, used to treat patients with a form of cancer called multiple myeloma; Eliquis, used to treat and prevent blood clots and stroke; Opdivo, used to treat multiple forms of cancer; and Orencia, a treatment for rheumatoid arthritis. We are more than just our medicines. We are more than 30,000 dedicated employees who come to work each day with one mission: To discover, develop, and deliver innovative medicines that help patients prevail over serious diseases. |
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We Made Great Progress in 2019
2019 was a transformative year for Bristol Myers Squibb, as we acquired Celgene in one of the largest mergers ever in our sector. Though we have only been working together for a few months, we are already realizing benefits from the transaction. Those benefits include:
• An even stronger commercial presence in key disease franchises of oncology, hematology, immunology and cardiovascular
disease, led by high-performing commercial teams;
• Multiple
near-term opportunities to launch exciting new medicines for patients;
• A significantly
enhanced early-stage pipeline and new scientific platforms;
• A broader range of discovery modalities
that further strengthen the pipeline;
• Opportunities to
improve collaboration and scale among research and development
teams; and
• Improved global
manufacturing and distribution.
As a combined company, we continue to innovate. Among other achievements, in 2019, we launched INREBIC® (fedratinib) and REBLOZYL® (luspatercept-aamt) for the treatment of certain blood disorders in the U.S., continued to strengthen the profile of Eliquis through multiple, robust real-world studies, submitted regulatory filings for luspatercept and ozanimod in the U.S. and Europe, completed two positive first-line lung cancer trials, and laid the groundwork for regulatory submission for CC-486, which showed a significant improvement in overall survival for some leukemia patients. Financially, it was also a strong year. We delivered strong business performance across the portfolio. We strengthened our balance sheet through the sale of Otezla. We increased our dividend for the eleventh year in a row and implemented a robust accelerated share repurchase program. And we made great strides integrating Celgene. Bristol Myers Squibb has never been stronger. |
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Peter J. Arduini Director Since: 2016 Age: 55 Board Committees
• Audit Committee
• Compensation and Management Development Committee
• Integration Committee
Other Public Boards
• Integra LifeSciences Holding Corporation
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Experience
• President
and Chief Executive Officer at Integra LifeSciences Holdings Corporation, a global medical technology company (January 2012-present), President and Chief Operating Officer (November 2010-January 2012)
• Corporate
Vice President and President of Medication Delivery, Baxter Healthcare (2005-2010)
• Spent
15 years at General Electric Healthcare in a variety of management roles for domestic and global businesses, culminating in leading the global functional imaging business
Key Skills and Experience
• Public
Company CEO/CFO
• Healthcare
• Financial
• Sales
& Marketing
• Science
/ Technology / Innovation
• Risk
Management
• International
Education
• Susquehanna
University, B.S., Business Management
• Northwestern
University, Kellogg School of Management, M.B.A.
Other
• Board
of Directors of ADVAMED (the Advanced Medical Technology Association)
• Board
of Directors of MDIC (the Medical Device Innovation Consortium)
• Board
of Directors of the National Italian American Foundation
• Board
of Trustees of Susquehanna University
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Michael W. Bonney Director Since: 2019 Age: 61 Board Committees
• Audit Committee
• Science & Technology Committee
Other Public Boards
• Kaleido Biosciences, Inc. (Chair)
• Alnylam Pharmaceuticals (Chair)
• Magenta Therapeutics (Chair)
Former
• Celgene Corporation
• Global Blood Therapeutics, Inc.
• NPS Pharmaceuticals, Inc.
• Sarepta Therapeutics Inc.
• Syros Pharmaceuticals
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Experience
• Executive
Chair of the Board of Kaleido Biosciences, Inc. (August 2018-present); Chief Executive Officer and Chairman (June 2017-August 2018)
• Partner
of Third Rock Ventures, LLC. (January-July 2016)
• Chief
Executive Officer and a member of the Board of Directors of Cubist Pharmaceuticals Inc. until acquired by Merck & Co.,
Inc. (June 2003-December 2014)
• Vice
President, Sales and Marketing at Biogen, Inc.
• Spent
eleven years at Zeneca Pharmaceuticals
• Chair
of the Board of Trustees of Bates College (2010-2019)
Key Skills and Experience
• Public
Company CEO/CFO
• Healthcare
• Financial
• Science
/ Technology / Innovation
• Sales
& Marketing
• Risk
Management
• Academia
/ Non-Profit
Education
• Bates
College, B.A., Economics
Other
• Director
of Life Sciences Cares
• Director
of Gulf of Maine Research Institute
• Board
member of the non-profit Rare
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Julia A. Haller, M.D. Director Since: 2019 Age: 65 Board Committees
• Science & Technology Committee
• Integration Committee
Other Public Boards
Former
• Celgene Corporation
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Experience
• Ophthalmologist-in-Chief
of Wills Eye Hospital in Philadelphia, PA, where she holds the William Tasman, M.D. Endowed Chair (2007-present)
• Professor
and Chair of the Department of Ophthalmology at Sidney Kimmel Medical College at Thomas Jefferson University and Thomas Jefferson University Hospitals (present)
• Member
of the Johns Hopkins faculty, where she held the Katharine Graham Chair in Ophthalmology (until 2007)
• Trained
at the Wilmer Eye Institute at Johns Hopkins where she served as the first female Chief Resident
Key Skills and Experience
• Academia
/ Non-Profit
• Healthcare
• Science
/ Technology / Innovation
• Financial
• Risk
Management
Education
• Princeton
University, A.B., Philosophy
• Harvard
Medical School, M.D.
Other
• Director
(former President), Association of University Professors of Ophthalmology
• Board
of Governors, ARVO Foundation for Eye Research (AFER)
• Vice
Chair of Board of Trustees, The College of Physicians of Philadelphia
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Theodore R. Samuels Director Since: 2017 Age: 65 Board Committees
• Audit
• Compensation and Management Development Committee
Other Public Boards
• Perrigo Company plc
• Stamps.com
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Experience
• President
of the Capital Guardian Trust Company (2010-2016); Capital Group representative for Focusing Capital on the Long Term (2014-2015); Board member, Capital Group (2005-2009); Capital Group Audit Committee; Capital Group Finance Committee (2013-2016); Chair of Capital International (North America)
Proxy Committee; Capital Guardian Trust Company (North American) Management Committee member; portfolio manager
1990-2016 and analyst 1981-1990
Key Skills and Experience
• Financial
• Sales
& Marketing
• Risk
Management
• International
Education
• Harvard
University, A.B., Economics
• Harvard
Business School, M.B.A.
Other
• Director
of BJC Healthcare System
• Director
of Children’s Hospital Los Angeles, where he served as Co-chair of the Board of Trustees from 2012 until 2015
• Director
of the Edward Mallinckrodt, Jr. Foundation
• Director of The Fund for Partnership for Success!, where he also serves as an advisor.
• Director,
Research Corporation Technologies, Inc.
• Trustee
of the John Burroughs School
• Executive
Committee, Harvard College Fund
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Karen H. Vousden, Ph.D. Director Since: 2018 Age: 62 Board Committees
• Science & Technology Committee (Chair)
• Compensation and Management Development Committee
• Integration Committee
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Experience
• Senior Group Leader at the Francis Crick Institute in London (February 2017-present)
• Chief
Scientist of Cancer Research UK (July 2016-present)
• Director of the Cancer Research—UK (CRUK) Beatson Institute in Glasgow (2002-2016)
• Held
leadership roles at the National Cancer Institute in Maryland (1995-2002)
Key Skills and Experience
• Public
Company CEO/CFO
• Academia
/ Non-Profit
• Healthcare
• Science
/ Technology / Innovation
• International
Education
• Queen
Mary College-University of London, B.Sc., Genetics & Microbiology
• Queen
Mary College-University of London, Ph.D., Genetics
Other
• Member
of the Science Advisory Board of Oncode Institute, the Gurdon Institute, The Netherlands Cancer Institute, the University Cancer Center Frankfurt, Grail, Inc., Ludwig Institute for Cancer Research, PMV Pharma, Raze Therapeutics and Swiss Institute for Experimental Cancer Research
• Council
member of the European Molecular Biology Organization
• President
of the British Association of Cancer Research
• Fellow
of the Royal Society and a Foreign Associate of the National Academy of Sciences
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11 of our 12 director nominees are currently independent
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Messrs. Bertolini, Paliwal and Samuels and Ms. Yale are directors of companies that received payment from the company for property
or services in an aggregate amount that did not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues. For each transaction, the Board determined that the director did not initiate or negotiate the
transaction and that the transaction was entered into in the ordinary course of business.
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Drs. Sato, Haller and Vousden, Mr. Samuels and Ms. Yale, or one of their immediate family members, is employed by, or serves as a director of, a business or educational or medical institution with which we engage in ordinary course business transactions. The directors did not initiate or negotiate any transaction with such institutions and the payments made did not exceed the greater of $1 million or 2% of such institutions’ respective consolidated gross revenues.
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Mr. Samuels is a director of a charitable or nonprofit organization to which the Bristol Myers
Squibb Foundation made charitable contributions, which, in the aggregate, did not exceed the greater of $1 million or 2% of such organizations’ respective
consolidated gross revenues.
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Board: Directors completed an electronic questionnaire on an unattributed
basis responding to questions about the Board and Committee structure and responsibilities, Board culture and dynamics, adequacy of information to the Board, Board skills and effectiveness, and Committee effectiveness. The robust feedback
and comments from the directors were anonymously compiled and then were presented by the Chairman and the Lead Independent Director to the full Board for discussion and action. The 2019 Board evaluation was completed in February 2020.
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Committees: Committee chairs selected a list of topics for their
respective committees to evaluate and discuss, covering both substantive and process aspects of committee performance. The list of discussion topics for each committee was distributed to committee members in advance for consideration.
Committee chairs led discussions in executive sessions of their respective committees. Committee chairs then reported to the full Board the results of their respective committee’s evaluation and any follow-up actions. The 2019 Committee
evaluations were completed in the beginning of 2019 and reported to the Board in February 2020.
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Annual strategy deep-dive. Each year, typically during the second quarter, the Board holds an extensive meeting with senior management dedicated to discussing and reviewing our long-term operating plans and overall corporate strategy. A
discussion of key risks to the plans and strategy as well as risk mitigation plans and activities is led by our Chief Executive Officer as part of the meeting.
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Constant focus on strategy. Throughout the year, our Board provides guidance to management on strategy and helps to refine operating plans to implement the strategy. This was especially true in 2019. The Board was consistently involved and met 8
times between June 2018 and January 2019 to discuss the merits and risk of the opportunity to acquire Celgene.
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Dedicated to oversight of risk management. Our Board is responsible for risk oversight as part of its fiduciary duty of care to monitor business operations effectively.
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Balance of fixed and variable compensation, with variable compensation tied both to short-term
objectives and the long-term value of our stock price
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Clawback and recoupment provisions and policies pertaining to annual incentive payouts and long-term
incentive awards
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Multiple metrics in our incentive programs that balance top-line, bottom-line and pipeline
performance
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Share ownership and retention guidelines applicable to our senior executives
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Caps in our incentive program payout formulas
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Equity award policies that limit risk by having fixed annual grant dates
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Reasonable goals and objectives in our incentive programs
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Prohibition of speculative and hedging transactions by all employees and directors
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Payouts modified based upon individual performance, inclusive of assessments against our BMS
Behaviors
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All non-sales managers and executives worldwide participate in the same annual plan program that
pertains to our Named Executive Officers and that has been approved by the Compensation and Management Development Committee
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The Compensation and Management Development Committee’s ability to exercise downward discretion in
determining incentive program payouts
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Mandatory training on our Principles of Integrity: BMS Standards of Business Conduct and Ethics (the
Principles of Integrity) and other policies that educate our employees on appropriate behaviors and the consequences of taking inappropriate actions
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Management will be responsible for determining whether a transaction is an interested transaction
requiring review under this policy, in which case the transaction will be disclosed to the Committee on Directors and Corporate Governance (the “Governance
Committee”).
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The Governance Committee will review the relevant facts and circumstances, including, among other
things, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or
ordinary circumstances and the related party’s interest in the transaction.
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If it is impractical or undesirable to wait until a Governance Committee meeting to complete an
interested transaction, the Chair of the Governance Committee, in consultation with the General Counsel, may review and approve the transaction, which approval
must be ratified by the Governance Committee at its next meeting.
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In the event the company becomes aware of an interested transaction that has not been approved, the
Governance Committee will evaluate all options available to the company, including ratification, revision or termination of such transaction and take such course
of action as the Governance Committee deems appropriate under the circumstances.
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No director will participate in any discussion or approval of the interested transaction for which
he or she is a related party, except that the director will provide all material information concerning the interested transaction to the Governance Committee.
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If an interested transaction is ongoing, the Governance Committee may establish guidelines for
management to follow in its ongoing dealings with the related party and will review and assess such ongoing relationships on at least an annual basis.
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Certain types of interested transactions are deemed to be pre-approved or ratified by the Governance
Committee, as applicable, even if the amount involved will exceed $120,000, including the employment of executive officers, director compensation, certain
transactions with other companies or charitable contributions, transactions where all shareholders receive proportional benefits, transactions involving competitive bids, regulated transactions and
certain banking-related services.
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Certain of our retirement plans use BlackRock and its affiliates to provide investment management
services. In addition, we have certain investments in BlackRock managed investment funds. In connection with these services, we paid BlackRock approximately
$4.5 million in fees during 2019.
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Vanguard acts as an investment manager with respect to certain investment options under our savings
and thrift plans. Participants in the plans pay Vanguard’s investment management fees if they invest in investment options managed by Vanguard; neither the
plans themselves nor the company pays fees directly to Vanguard. In connection with these services, Vanguard received approximately $594,118 in fees during 2019.
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Accelerate innovation to develop transformative medicines—By 2020, enable Speed to
Patients by optimizing development timelines such as R&D processes, regulatory review and data packaging. The goal also focuses on improving clinical trial patient diversity and satisfaction. For example, by 2020, we will recruit
clinical trial patients representing the real world patient population and will conduct R&D programs with transparency, through public disclosure of all ongoing clinical trials and trial results for approved products.
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Enhance patient access to medicines—Use existing approaches such as tiered pricing,
voluntary licensing, reimbursement support, patient assistance programs and our Bristol-Myers Squibb Foundation partnerships to provide greater access to our medicines in global markets. For example, by 2020 all marketed products will
have access plans.
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Be the employer of choice and the champion of safety—Empower and engage our people by
improving safe behaviors and building a more globally diverse and inclusive workforce; being a recognized employer of choice. For example, by 2020, we will engage our people in a culture of diversity and inclusion that drives business
performance through the value chain, and leverages their insights to better meet patient needs.
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Drive supply chain leadership on quality and integrity—Ensure reliable supply, engaging
with our critical suppliers and assessing those in high-risk countries for conformance with labor and integrity standards. As an example, all critical manufacturing suppliers will be assessed for risk and risk mitigation performance, with
results incorporated in sourcing decisions.
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Innovate to support a green, healthy planet—Continue to improve our environmental
footprint with greenhouse gas and water reduction goals and integrate green design and reduce waste throughout our product portfolio. Among Bristol Myers Squibb’s Sustainability 2020 Goal targets is to reduce water use and greenhouse gas
emissions by 5 percent (absolute) or more from the 2015 baseline and integrate green design and reduce waste throughout our portfolio.
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having a Chairman who can draw on detailed institutional knowledge of the company and industry experience from serving as Chief
Executive Officer, providing the Board with focused leadership, particularly in discussions about the company’s strategy;
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a combined role ensures that the company presents its message and strategy to all stakeholders, including shareholders, employees
and patients, with a unified voice; and
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the structure allows for efficient decision-making and focused accountability.
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Serving as liaison between the independent directors and the Chairman and Chief Executive Officer
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Approving the quality, quantity and timeliness of information sent to the Board
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Reviewing and approving meeting agendas and sufficiency of time
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Serving a key role in Board and Chief Executive Officer evaluations
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Calling meetings of the independent directors
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Responding directly to shareholder and stakeholder questions, as appropriate
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Presiding at all meetings of the independent directors and any Board meeting when the Chairman and
Chief Executive Officer is not present, including executive sessions of the independent directors
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Providing feedback from executive sessions of the independent directors to the Chairman and Chief
Executive Officer and other senior management
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Engaging with major shareholders, as appropriate
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Recommending advisors and consultants
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Audit Committee
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Regularly reviews and discusses with management our process to assess and manage enterprise risks,
including those related to market/environmental, strategic, financial, operational, legal, compliance, cyber security and reputation.
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Compensation and
Management Development Committee |
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Annually evaluates our incentive compensation programs to determine whether incentive pay encourages
excessive or inappropriate risk-taking. In particular, the Committee evaluates the components of our executive compensation program that work to minimize excessive or inappropriate risk-taking, including, the use of different forms of
long-term equity incentives, linking payout to each executive’s demonstration of our BMS Behaviors, placing caps on our incentive award payout opportunities, following equity grant practices that limit potential for timing awards and
having stock ownership and retention requirements.
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Committee on Directors
and Corporate Governance |
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Regularly considers and makes recommendations to the Board concerning the appropriate size, function
and needs of the Board, determines the criteria for Board membership, provides oversight of our corporate governance affairs and reviews corporate governance practices and policies. Oversees the company’s political activities and
routinely considers matters relating to the company’s responsibilities as a global corporate citizen pertaining to corporate social responsibility and corporate public policy and the impact on the company’s employees and shareholders.
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Science and
Technology Committee |
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Regularly reviews our pipeline and potential business development opportunities to evaluate our
progress in achieving our near-term and long-term strategic research and development goals and objectives, and assures that we make well-informed choices in the investment of our research and development resources, among other things.
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Integration Committee
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Regularly oversees the overall integration of the respective businesses and operations of BMS and
Celgene, including integration planning prior to Closing and providing regular reports to the Board on the progress of the Integration. Serves as an advisory committee to company management to provide input in connection with the
integration. Oversees and monitors management’s plans for integration, including key milestones, timelines, organization, cost synergies and the budget for achieving such synergies, as well as the company’s progress in achieving its
integration plans. Collaborates with the Audit Committee, Compensation and Management Development Committee and Science and Technology Committee to oversee and assess progress against key integration items relating to integration of
systems, processes and controls, our pipeline, and our compensation programs and talent capabilities, respectively.
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Director
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Audit(1)
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Committee on
Directors and Corporate Governance |
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Compensation
and Management Development |
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Science
and Technology |
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Integration
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Peter J. Arduini
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X
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X
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X
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Robert Bertolini
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C
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X
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Michael W. Bonney(2)
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X
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X
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Giovanni Caforio, M.D.
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X
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Matthew W. Emmens
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X
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X
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X
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Michael Grobstein(3)
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X
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C
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Julia A. Haller, M.D.(2)
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X
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Alan J. Lacy(3)
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X
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X
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Dinesh C. Paliwal
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X
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X
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C
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Theodore R. Samuels(4)
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X
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X
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Vicki L. Sato, Ph.D.
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C
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X
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Gerald L. Storch(4)
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X
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X
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Karen H. Vousden, Ph.D.(5)
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X
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C
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X
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Phyllis R. Yale(2)
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X
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Number of 2019 Meetings
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10
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5
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10
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10
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4
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“C”
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indicates Chair of the committee.
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1)
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Our Board of Directors has determined, in its judgment, that all members of the Audit Committee are financially literate and that
all members of the Audit Committee meet additional, heightened independence criteria applicable to directors serving on audit committees under the New York Stock Exchange listing standards. In addition, our Board has determined that
Messrs. Arduini, Bertolini, Bonney, Grobstein, Lacy, Samuels and Storch each qualify as an “audit committee financial expert” under the applicable SEC rules.
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2)
|
Mr. Bonney, Dr. Haller and Ms. Yale, each joined the Board on November 20, 2019. On January 1, 2020,
Mr. Bonney became a member of our Audit Committee and our Integration Committee, Dr. Haller became a member of our Science & Technology Committee and Ms. Yale became a member of our Committee on Directors and Corporate Governance. Effective May 5, 2020, Mr. Bonney will rotate from our Integration Committee to the Science & Technology Committee
and Dr. Haller will become a member of our Integration Committee.
|
3)
|
Mr. Grobstein and Mr. Lacy will retire from our Board effective after the 2020 Annual Meeting.
|
4)
|
Effective May 5, 2020, Mr. Storch will become Chair of our Compensation and Management Development
Committee and Mr. Samuels will rotate from our Committee on Directors and Corporate Governance to our Compensation and Management Development Committee.
|
5)
|
Dr. Karen H. Vousden became a member of the Compensation and Management Development Committee effective
May 29, 2019.
|
|
| |
|
Committee Chair Vicki L. Sato, Ph.D. Additional Members Robert Bertolini Dinesh C. Paliwal Phyllis R. Yale |
| |
Key Responsibilities
• Providing
oversight of our corporate governance affairs and reviewing corporate governance practices and policies, including annually reviewing the Corporate Governance Guidelines and recommending any changes to the Board
• Identifying
individuals qualified to become Board members and recommending that our Board select the director nominees for the next annual meeting of shareholders
• Reviewing
and recommending annually to our Board the compensation of non-employee directors
• Considering
questions of potential conflicts of interest involving directors and senior management and establishing, maintaining and overseeing related party transaction policies and procedures
• Evaluating and making recommendations to the Board concerning director independence and defining specific categorical standards for
director independence
• Providing
oversight of the company’s political activities
• Considering
matters relating to the company’s responsibilities as a global corporate citizen pertaining to corporate social responsibility and corporate public policy and the impact on the company’s employees and shareholders
• Overseeing
the annual evaluation process of the Board and its Committees
|
|
| |
|
Committee Chair Gerald L. Storch Additional Members Peter J. Arduini Mathew W. Emmens Dinesh C. Paliwal Theodore R. Samuels Karen H. Vousden |
| |
Key Responsibilities
• Reviewing,
approving and reporting to our Board on our major compensation and benefits plans, policies and programs
• Reviewing
corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those goals and objectives and recommending for approval by at least three-fourths of the independent directors of our Board the CEO’s compensation based on this evaluation
• Reviewing
and evaluating the performance of senior management; approving the compensation of executive officers and certain senior management
• Overseeing
our management development programs, performance assessment of our most senior executives and succession planning
• Reviewing
and discussing with management the Compensation Discussion and Analysis and related disclosures required for inclusion in our Proxy Statement, recommending to the Board whether the Compensation Discussion and Analysis should be included in our Proxy Statement, and producing the Compensation
and Management Development Committee Report required for inclusion in our Proxy Statement
• Establishing
and overseeing our compensation recoupment policies
• Reviewing
incentive compensation programs to determine whether incentive pay encourages inappropriate risk-taking throughout our business
|
|
| |
|
Committee Chair Karen H. Vousden, Ph.D. Additional Members Michael W. Bonney Matthew W. Emmens Julia A. Haller, M.D. Vicki L. Sato, Ph.D. |
| |
Key Responsibilities
• Reviewing
and advising our Board on the strategic direction of our research and development (R&D) programs and our progress in achieving near term and long term R&D objectives
• Reviewing
and advising our Board on our internal and external investments in science and technology
• Identifying
and discussing significant emerging trends and issues in science and technology and considering their potential impact on our company
•
Providing assistance to the Compensation and Management Development Committee in setting any pipeline performance metric under the company’s incentive compensation programs and reviewing the performance results
|
|
| |
|
Committee Chair Dinesh C. Paliwal Additional Members Peter J. Arduini Giovanni Caforio, M.D. Matthew W. Emmens Julia A. Haller, M.D. Karen H. Vousden, Ph.D. |
| |
Key Responsibilities
• Overseeing
the overall integration of the respective businesses and operations of the BMS and Celgene, including integration planning prior to Closing
• Serving
as an advisory committee to company management to provide input in connection with the integration
• Overseeing
and monitoring management’s plans for integration, including key milestones, timelines, organization, cost synergies and the budget for achieving such synergies, as well as the company’s progress in achieving its integration plans
• Overseeing
the company’s progress in achieving launch readiness and commercial execution for the near-term product launch opportunities
• Together
with the Science and Technology Committee of the Board, overseeing the company’s progress towards integrating the company’s and Celgene’s pipelines and alliances into a combined portfolio, and monitoring portfolio prioritization and execution
• Together
with the Compensation and Management Development Committee, overseeing and monitoring the retention of critical talent and capabilities and approving any integration performance metric under the company’s incentive compensation programs and reviewing the performance results
• Together
with the Audit Committee, overseeing and monitoring the company’s progress on integrating systems, processes, and controls
• Providing
regular reports to the Board on the progress of the Integration
|
|
Proposal
|
| |
Proponent
|
| |
Shareholder Outreach Feedback
|
| |
Company Response
|
|
|
Lower threshold to call a special meeting of shareholders from 25% to 15%
|
| |
James McRitchie
|
| |
Most shareholders deferred to Board’s determination of an appropriate threshold
|
| |
The Board believes the current 25% threshold is reasonable, appropriate and aligned with our
shareholders’ interests
|
|
|
|
| |
|
| |
Some shareholders inquired whether Board would consider lowering threshold if proposal received
substantial support
|
| |
The current threshold is designed to strike a balance between assuring that shareholders have the
ability to call a special meeting and protecting against the risk that a small minority of shareholders could trigger the expense and distraction of a special meeting to pursue matters that do not need immediate attention
|
|
|
|
| |
|
| |
|
| |
Board continues to evaluate the appropriateness of the current threshold, taking into account: (i)
shareholder’s interest, (ii) shareholder support for the proposal, and (iii) continued feedback from our shareholders
|
|
|
How risks related to public concern over drug pricing strategies are integrated
into the Company’s incentive compensation policies, plans and programs for senior executives
|
| |
UAW Retiree Medical Benefits Trust, Trinity Health and multiple other co-filers
|
| |
Robust engagement with proponents and other shareholders; proponents requested additional disclosure,
including related to (i) key drivers for pricing and (ii) governance around price increases and Board’s oversight of pricing
|
| |
Company collaborated with the proponents to include additional disclosure that was responsive to the
proponents’ feedback and consistent with our shared desired outcome, which is included in this Proxy Statement beginning on page 19.
|
|
|
Component
|
| |
Value of Award
|
|
|
Annual Retainer
|
| |
$100,000
|
|
|
Annual Equity Award
|
| |
Deferred Share Units valued at $185,000
|
|
|
Lead Independent Director Annual Retainer
|
| |
$35,000, with increase to $50,000 in June 2019
|
|
|
Committee Chair Annual Retainer
|
| |
$25,000
|
|
|
Committee Member (not Chair) Annual Retainer – Audit, Compensation and
Management Development, Science and Technology and Integration Committees
|
| |
$15,000
|
|
|
Committee Member (not Chair) Annual Retainer – Committee on Directors and
Corporate Governance
|
| |
$7,500
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash(1) |
| |
Stock
Awards(2) |
| |
Option
Awards(3) |
| |
All Other
Compensation(4) |
| |
Total
|
|
|
P. J. Arduini
|
| |
$139,808
|
| |
$185,000
|
| |
$0
|
| |
$30,000
|
| |
$354,808
|
|
|
R. Bertolini
|
| |
$132,500
|
| |
$185,000
|
| |
$0
|
| |
$15,000
|
| |
$332,500
|
|
|
M. W. Bonney
|
| |
$11,413
|
| |
$37,000
|
| |
$0
|
| |
$0
|
| |
$48,413
|
|
|
M. W. Emmens
|
| |
$139,808
|
| |
$185,000
|
| |
$0
|
| |
$30,000
|
| |
$354,808
|
|
|
M. Grobstein(5)
|
| |
$140,000
|
| |
$185,000
|
| |
$0
|
| |
$30,000
|
| |
$355,000
|
|
|
J.A. Haller, M.D.
|
| |
$11,413
|
| |
$37,000
|
| |
$0
|
| |
$30,000
|
| |
$78,413
|
|
|
A. J. Lacy(5)
|
| |
$122,500
|
| |
$185,000
|
| |
$0
|
| |
$30,000
|
| |
$337,500
|
|
|
D. C. Paliwal
|
| |
$138,846
|
| |
$185,000
|
| |
$0
|
| |
$30,000
|
| |
$353,846
|
|
|
T. R. Samuels
|
| |
$122,500
|
| |
$185,000
|
| |
$0
|
| |
$30,000
|
| |
$337,500
|
|
|
V. L. Sato, Ph.D.
|
| |
$183,241
|
| |
$185,000
|
| |
$0
|
| |
$25,000
|
| |
$393,241
|
|
|
G. L. Storch
|
| |
$130,000
|
| |
$185,000
|
| |
$0
|
| |
$0
|
| |
$315,000
|
|
|
K.H. Vousden, Ph.D.
|
| |
$143,668
|
| |
$185,000
|
| |
$0
|
| |
$6,500
|
| |
$335,168
|
|
|
P. R. Yale
|
| |
$11,413
|
| |
$37,000
|
| |
$0
|
| |
$30,000
|
| |
$78,413
|
|
1)
|
Includes the annual retainer, committee chair retainers, committee membership retainers and Lead Independent Director retainer, as
applicable. All or a portion of the cash compensation may be deferred until retirement or a date specified by the director, at the election of the director. The directors listed in the below table deferred the following amounts in 2019,
which amounts are included in the figures above. Mr. Bonney, Dr. Haller and Ms. Yale joined the Board effective November 20, 2019.
|
|
Name
|
| |
Dollar Amount
Deferred |
| |
Percentage
of Deferred Amount Allocated to U.S. Total Bond Index |
| |
Percentage
of Deferred Amount Allocated to Short Term Fund |
| |
Percentage
of Deferred Amount Allocated to Total Market Index Fund |
| |
Percentage
of Company Deferred Amount Allocated to Deferred Share Units |
| |
Number of
Company Deferred Share Units Acquired |
|
|
P. J. Arduini
|
| |
$139,808
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,728
|
|
|
R. Bertolini
|
| |
$132,500
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,594
|
|
|
M. W. Bonney
|
| |
$8,103
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
71%
|
| |
126
|
|
|
M. W. Emmens
|
| |
$139,808
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,728
|
|
|
M. Grobstein
|
| |
$70,000
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
50%
|
| |
1,370
|
|
|
J.A. Haller, M.D.
|
| |
$11,413
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
178
|
|
|
A. J. Lacy
|
| |
$122,500
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,398
|
|
|
D. C. Paliwal
|
| |
$138,846
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,703
|
|
|
T. R. Samuels
|
| |
$122,500
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,398
|
|
|
G. L. Storch
|
| |
$130,000
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,545
|
|
|
K.H. Vousden, Ph.D.
|
| |
$143,668
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
2,792
|
|
|
P. R. Yale
|
| |
$11,413
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
100%
|
| |
178
|
|
2)
|
Represents aggregate grant date fair value under FASB ASC Topic 718 of deferred share unit and common stock awards granted during
2019. On February 1, 2019, each of the non-employee directors then serving as a director received a grant of 3,708.158 deferred share units valued at $185,000 based on the fair market value on the grant date of $49.89. On November 20,
2019, in connection with their appointment to the Board effective upon the closing of the Celgene transaction, Mr. Bonney, Dr. Haller and Ms. Yale received a pro-rated grant of 655.913 deferred share units valued at $37,000 based on the
fair market value on the grant date of $56.41. The aggregate number of deferred share units held by each of these directors as of December 31, 2019, is set forth below. In some cases, these figures include deferred share units acquired
through elective deferrals of cash compensation.
|
|
Name
|
| |
# of Deferred Share Units
|
|
|
P. J. Arduini
|
| |
22,030
|
|
|
R. Bertolini
|
| |
16,870
|
|
|
M. W. Bonney
|
| |
782
|
|
|
M. W. Emmens
|
| |
17,105
|
|
|
M. Grobstein
|
| |
83,212
|
|
|
J.A. Haller, M.D.
|
| |
834
|
|
|
A. J. Lacy
|
| |
74,031
|
|
|
D. C. Paliwal
|
| |
29,907
|
|
|
T. R. Samuels
|
| |
15,640
|
|
|
V. L. Sato, Ph.D.
|
| |
66,968
|
|
|
G. L. Storch
|
| |
52,630
|
|
|
K.H. Vousden, Ph.D.
|
| |
10,543
|
|
|
P. R. Yale
|
| |
834
|
|
3)
|
There have been no stock options granted to directors since 2006 and no non-employee Director had stock options outstanding as of
December 31, 2019. On November 20, 2019 in connection with their appointment to the Board effective upon the closing of the Celgene transaction, Mr. Bonney and Dr. Haller’s stock options from Celgene have been converted into BMS stock
options. The aggregate number of all stock options held by Mr. Bonney and Dr. Haller as of December 31, 2019 are set forth below:
|
|
Name
|
| |
# of Stock Options
|
|
|
M. W. Bonney
|
| |
102,269
|
|
|
J.A. Haller, M.D.
|
| |
83,469
|
|
4)
|
Amounts include company matches of charitable contributions under our matching gift program.
|
5)
|
Mr. Grobstein and Mr. Lacy will retire from our Board effective after the 2020 Annual Meeting.
|
•
|
Formulating an effective and efficient compensation program for our legacy BMS executives for 2019, including adjusting the
weighting of performance goals and measurement periods for outstanding long-term and annual incentive awards for these executives;
|
•
|
Honoring our commitments under the Celgene Transaction merger agreement;
|
•
|
Setting our 2020 compensation to motivate our executive team to continue to deliver on our core strategy while efficiently
integrating Celgene. To achieve our synergy goals, this will require balancing investments in our pipeline and people; and
|
•
|
Planning for 2021 and beyond to unify compensation and benefit programs to be both competitive and sustainable across not only our
NEOs but also our broader global employee population.
|
|
Name
|
| |
Principal Position
|
|
|
Giovanni Caforio, M.D.
|
| |
Chairman & Chief Executive Officer
|
|
|
Charles A. Bancroft
|
| |
EVP, Head of Integration and Strategy & Business Development (effective, November 20, 2019,
former Chief Financial Officer)
|
|
|
David V. Elkins
|
| |
EVP and Chief Financial Officer (effective November 20, 2019)
|
|
|
Christopher Boerner, Ph.D.
|
| |
EVP and Chief Commercialization Officer
|
|
|
Sandra Leung
|
| |
EVP and General Counsel
|
|
|
Rupert Vessey M.A, B.M., B.Ch., F.R.C.P., D.Phil.
|
| |
EVP and President, Research and Early Development (effective November 20, 2019)
|
|
|
Thomas J. Lynch, Jr., M.D.
|
| |
EVP and Chief Scientific Officer (through October 1, 2019)
|
|
•
|
Created a new company, well positioned to become the leading biopharmaceutical company, with
multiple near-term launch opportunities, a broad and diversified early-stage pipeline together with financial flexibility to
continue to invest in research and development
|
•
|
Completed swift divestiture of Otezla, securing regulatory approval with minimal delay and attaining significant value at $13.4 billion
|
•
|
Accomplished, prior to Closing, important progress on integration, including finalizing the top
three layers of leadership and identifying key geographic business sites, and maintained high level of employee engagement
|
•
|
Net sales of Eliquis reached $7.9 billion and Opdivo reached $7.2 billion, 23% and 7% higher than 2018, respectively
|
•
|
Orencia, Yervoy and Empliciti net sales also grew by double digits, 10%, 12% and 45%, respectively
|
•
|
Revlimid sales from November 20th through
December 31st were $1.3 billion
|
•
|
Received eight approvals for new medicines and additional indications and formulations of currently
marketed medicines, including approval of (i) Opdivo + Yervoy in renal cell carcinoma (RCC) in the EU; (ii) Opdivo + Yervoy in first-line metastatic melanoma in U.S.; (iii)
Empliciti + Pomalyst in second-line multiple
myeloma in the EU and Japan; (iv) Sprycel + chemotherapy for pediatric patients with acute
lymphoblastic leukemia in EU; (v) Opdivo for second-line head & neck cancer in China; and
(vi) Breakthrough Therapy Designations in the U.S. for: Opdivo + Yervoy for advanced hepatocellular carcinoma (HCC) and for Orencia for moderate to severe acute graft-versus-host disease in hematopoietic stem cell transplants from unrelated donors
|
•
|
Pre-closing, Celgene received U.S. approval of Rebloyzyl (luspatercept) and Inrebic (fedratinib), realizing two of the near-term launch opportunities in our combined pipeline
|
•
|
Reported positive clinical trial results, including a number of late-stage clinical trials and
submitted regulatory applications for initial indications for ozanimod and liso-cel as well as for additional indications for Opdivo + Yervoy, Reblozyl, and Revlimid
|
•
|
Increased number of potential near-term launch opportunities; the company’s overall pipeline performance and key pipeline milestones are described in more detail on page 46
|
•
|
Total revenues increased by 16%, with 10% attributable to the legacy BMS business
|
•
|
GAAP diluted earnings per share decreased by (33%), primarily due to taxes resulting from the Otezla divestiture, amortization of
acquired intangible assets, the unwinding of inventory fair value adjustments and other costs and expenses resulting from the Celgene acquisition, partially offset by higher revenues; and non-GAAP
diluted earnings per share increased by 18%, primarily as a result of higher revenues
|
•
|
Our strong operational and financial performance in 2019 continued to deliver value to our
shareholders, as supported by our 28% one-year total shareholder return, which exceeded our primary peer group, while increasing our dividend by 10%, marking an
increase in dividends for the 11th year in a row
|
|
In 2019, the Committee reviewed how all the elements of our compensation program
design worked together, noting the balance between short-term and long-term compensation and performance, top-line and bottom-line results, absolute and relative factors, and internal and market-based performance metrics. In evaluating
2019 performance, the Committee determined that the compensation of our executives appropriately reflects:
• our financial and operational results; • the execution and advancement of the company’s long-term strategy in 2019; • the Committee’s holistic assessment of the individual performance of our executives; and • the Closing of the Celgene Transaction and the execution and planning of integration. We believe that the execution of our strategy will continue to create sustainable long-term value for shareholders. |
|
|
Competitive
Compensation |
| |
• We operate in a highly complex and competitive business environment that
requires that we attract, retain and engage executives capable of leading our business.
• By providing compensation that is competitive with our peer companies, we
reduce the risk that our competitors can successfully recruit our executives. We are also able to maintain the highest ongoing levels of engagement of these talented executives to facilitate and sustain high performance.
|
|
|
Pay for
Performance |
| |
• We structure our compensation program to closely align the interests of
our executives with those of our shareholders.
• We believe that an executive’s compensation should be directly tied to
helping us achieve our mission and deliver value to our shareholders. Therefore, a substantial portion of our executives’ compensation is variable and at risk based on operational, financial, strategic and share price performance.
|
|
✔
|
to pay our employees equitably based on the work they do, the capabilities and experience they possess, and the performance and
behaviors they demonstrate (including, in 2019, passion, innovation, speed and accountability);
|
✔
|
to promote a non-discriminatory and inclusive work environment that enables us to benefit from and to use as a competitive
advantage the diversity of thought that comes with a diverse and inclusive workforce;
|
✔
|
to motivate our executives and all our employees to deliver high performance with the highest integrity; and
|
✔
|
to implement best practices in compensation governance, including risk management and promotion of effective corporate policies.
|
|
Primary Peer Group
|
| |
Extended Peer Group(1)
|
| |||
|
AbbVie Inc.
|
| |
Gilead Sciences Inc.
|
| |
AstraZeneca PLC
|
|
|
Amgen Inc.
|
| |
Johnson & Johnson
|
| |
GlaxoSmithKline PLC
|
|
|
Biogen Inc.
|
| |
Merck & Co.
|
| |
Roche Holding AG
|
|
|
Celgene Corporation
|
| |
Pfizer, Inc.
|
| |
Novartis AG
|
|
|
Eli Lilly and Company
|
| |
|
| |
Sanofi
|
|
1)
|
Our extended peer group includes the primary peer group plus these five companies based outside the U.S. Following the Closing,
Celgene was removed from the list of peer companies.
|
|
This target mix supports the core elements of our executive compensation
philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, thus aligning our executive compensation program with our business strategy.
The following sections discuss the primary components of our executive compensation program and provide detail on how specific pay decisions were made for each NEO in 2019. |
|
•
|
Base Salary
|
•
|
Annual Incentive Award
|
•
|
Long-Term Equity Incentives, comprising:
|
|
Target annual bonus
(As percentage of NEO base salary) |
| |
X
|
| |
Company Performance Factor
(Based on achievement of financial and pipeline metrics) |
| |
X
|
| |
Individual Performance Factor
(Based on achievement of pre-defined objectives that align with strategic goals and consider actions taken towards successful integration planning and execution) |
| |
=
|
| |
Annual Bonus
|
|
|
2019 Metric and Weighting
|
| |
What It Is
|
| |
Why It’s Important
|
|
|
Earnings Per Share (EPS)
(50%) |
| |
Non-GAAP Diluted EPS
(Net Income divided by outstanding shares of common stock, as adjusted to reflect the Celgene Transaction) |
| |
A critical measure of annual profitability aligning our
employees’ interests with those of our shareholders
|
|
|
Total Revenues
(25%) |
| |
Total Revenues, Net of Foreign Exchange
(Total revenues minus reserves for returns, discounts, rebates and other adjustments) |
| |
A measure of topline growth that creates a foundation of long-term sustainable growth and competitive superiority
|
|
|
Pipeline
(25%) |
| |
• Near-Term Value
(Submissions and approvals)
• Long-Term Growth Potential
|
| |
Increases BMS-wide focus on delivery of our late-stage pipeline and continued
development of a robust pipeline through both internal efforts and business development
|
|
|
Metric
|
| |
What It Is
|
| |
Why It’s Important
|
|
|
Near-Term Value
(50%) |
| |
Regulatory submissions and approvals for new medicines and new indications and formulations of key
marketed products in the U.S., EU, China and Japan
|
| |
Recognizes delivery of the late-stage pipeline, which drives near-term value
|
|
|
Long-Term Growth Potential (50%)
|
| |
• Development Candidates
• First in Human • Registrational Study Starts |
| |
Recognizes the progression and successes of the R&D pipeline at various stages of development, including internally and externally sourced
compounds
|
|
|
Qualitative Overlay
|
| |
Reflects management’s, the Science & Technology Committee’s (“S&T Committee”) and CMDC’s
holistic evaluation of our pipeline performance, including such considerations as the performance of high value assets and the integration of acquired assets, among other factors. In particular, this considers actions taken toward
successful integration planning and execution.
|
|
|
Adjustment
|
| |
Details
|
| |
Rationale
|
|
|
Limit Earnings Per Share (EPS) measurement to the quarter immediately preceding
the Closing (or Q3)
|
| |
• “Lock in” EPS actual performance through
three quarters (the most recent publicly available earnings measurement prior to Close)
• Payout based on actual EPS achievement through three quarters compared to
goal through three quarters
|
| |
• Ensure the appropriate reward for BMS employees, including NEOs, based on
EPS generated organically
• Prevent windfall payouts due to
combined company EPS, which was likely to be higher than legacy BMS
|
|
|
Include Celgene Transaction- related factors in qualitative IPF evaluation
|
| |
• Evaluate certain factors, such as deal execution, integration planning
activities, human capital management, and synergy identification and planning as part of IPF
• Retain IPF payout parameters; IPF may range from 0-165%, and maximum bonus capped at 200% of target
|
| |
• Immediately begin to tie executive compensation to integration planning success and focus
• Reward executives for integration success through qualitative mechanism in
2019 due to short post-Closing period; move to embedded metric in 2020
|
|
•
|
Predefined;
|
•
|
Stretch goals that are aligned with earnings guidance;
|
•
|
Tied to the key financial objectives of the company; and
|
•
|
Aligned with industry benchmarks on speed of commercial launch and expected market adoption.
|
•
|
Set in collaboration with the S&T Committee;
|
•
|
Aligned with the company’s strategic plan and key value drivers;
|
•
|
Aligned with industry benchmarks on typical clinical study duration and regulatory approval timelines;
|
•
|
Separated into two performance categories, “Near-Term Value” and “Long-Term Growth Potential”, subject to a qualitative overlay;
and
|
•
|
Reflective of annual milestones that link short-term outcomes to long-term strategic R&D priorities (milestones for
higher-value assets are emphasized in goal setting to provide a framework that assesses not only quantity, but also quality and impact of milestones).
|
|
Performance Measure
|
| |
Target
|
| |
Actual
|
| |
% of
Target |
| |
Resulting Payout
Percentage |
|
|
Non-GAAP Diluted Earnings Per Share(1)(2)(3)
|
| |
$3.16
|
| |
$3.42
|
| |
108.3%
|
| |
125.95%
|
|
|
Total Revenues, Net of Foreign Exchange ($=MM)(1)(2)
|
| |
$24,009
|
| |
$24,413
|
| |
101.7%
|
| |
113.25%
|
|
|
Pipeline Score
|
| |
3
|
| |
3
|
| |
100.0%
|
| |
100.00%
|
|
|
Total
|
| |
—
|
| |
—
|
| |
104.6%
|
| |
116.29%
|
|
1)
|
Consistent with the company’s past practice, non-GAAP diluted earnings per share (for the nine months ended September 30, 2019) and
total revenues (full year), net of foreign exchange, were each adjusted ($0.03) and $102 million, respectively, due to unanticipated favorable budget variance for Sprycel performance in Europe due
to changes in timing of the generic competition. The Committee determined that it was appropriate to exclude the impact of this unanticipated favorable budget variance because this event favorably impacted performance in an amount that
was not determinable when the target was set in the first quarter of 2019.
|
2)
|
Consistent with the company’s past practice, non-GAAP diluted earnings per share (for the nine months ended September 30, 2019) and
total revenues (full year), net of foreign exchange, were each adjusted ($0.02) and $145 million, respectively, due to unanticipated favorable budget variance due to changes in timing of the UPSA business divestiture. The Committee
determined that it was appropriate to exclude the impact of this unanticipated favorable budget variance because this event favorably impacted performance in an amount that was not determinable when the target was set in the first quarter
of 2019.
|
3)
|
Non-GAAP diluted earnings per share target reflects the first three fiscal quarters because this metric was measured as of the
quarter immediately preceding the Closing (or Q3).
|
| | |
• 27 regulatory submissions and approvals (target range of 23-34).
• Opdivo combination with Yervoy approved for first-line kidney cancer in the EU; Empliciti approved in combination with Pomalyst for second-line multiple myeloma in the EU and Japan.
|
|
|
Long-Term Growth Potential
|
| |
• Met goal in one of three categories, with 19 pipeline projects meeting
transition milestones (target range for transition milestones was 22-34).
• Achieved high-value development candidate CCR8 (for treatment of different
forms of cancer, including breast, colon and lung).
• Initiated a Phase 1 clinical trial for STING agonist (for treatment of
different forms of cancer); initiated registrational studies for Opdivo in first-line liver cancer and high-risk breast cancer; achieved significant progress in the TYK2 inhibitor registrational
program (targeting moderate-to-severe psoriasis).
|
|
|
2019 BMS Behaviors
✔ Passion ✔ Innovation ✔ Speed ✔ Accountability |
| |
When determining individual award levels, the Committee considers (i) individual
performance against strategic, financial and operational objectives that support our long-term business strategy and shareholder value creation (“Results”) and (ii) an executive’s demonstration of the behaviors defined in the BMS
Behaviors (“Behaviors”) identified in the box to the left.
|
|
|
Strategic Objective
|
| |
Evaluation
|
|
|
Drive enterprise performance: Achieve
budgeted financial targets established at the beginning of the year, including revenues, non-GAAP EPS and operating margin, achieve predefined customer service metrics and ensure supply chain reliability.
Continue to improve the operating model, including executing on-time completion of 2019 deliverables against company transformation plan, strengthening pipeline governance and execution, and ensure readiness for integration of Celgene. Demonstrate ethics, integrity and quality in everything we do, including setting a firm “tone at the top” on a culture of respect, business integrity, quality, compliance and uncompromising ethics. |
| |
• Met or exceeded targets for revenues (excluding Celgene), operating margin
(through September 30, 2019) and non-GAAP EPS (through September 30, 2019), as a result of strong commercial execution.
• Exceeded all customer service metrics and supply chain reliability target.
• Achieved transformation savings goal in 2019 and implemented strengthened
portfolio governance process without compromising timelines.
• Significant integration planning and execution progress achieved in 2019,
including, but not limited to, pre-closing announcement of the organizational design and top three levels of leadership, as well as general managers and key leadership team appointments for international markets, business continuity,
synergy capture and employee engagement.
• Launched internal campaign focused on integrity, included integrity and
uncompromising ethics in key messages at town halls, and continued mandatory global compliance trainings.
|
|
|
Maximize the value of the marketed portfolio and develop the next generation of
medicines for long-term growth: Achieve budgeted revenue targets for core marketed products, advance key product regulatory approvals, regulatory submissions, registrational study starts, and other key pipeline milestones.
|
| |
• Met or exceeded revenue targets for Eliquis,
Orencia, Sprycel and Yervoy and grew net sales of prioritized brands compared to 2018.
• Met or exceeded most U.S. new patient share objectives for Opdivo, including in first-line kidney cancer, first-line melanoma, adjuvant melanoma, second-line head and neck cancer, second-line hepatocellular carcinoma, and third-line small-cell lung cancer,
among other indications.
• Additional indications approved for Opdivo,
including first-line kidney cancer in the EU and achieved positive clinical trial results from Checkmate 227 Part 1 and Checkmate 9LA.
• Overall pipeline performance and key milestones are described in more
detail on page 46.
|
|
|
Evolve our culture and execute our People Strategy: Continue to cultivate great managers and leaders, drive global diversity and inclusion, and build talent.
|
| |
• Continued comprehensive approach to deepen engagement of global leadership
team and cultivate great managers.
• Improved manager capability index on employee engagement survey.
• Progress made on diversity and inclusion with representation of women
globally and underrepresented ethnic groups in the U.S.; identified opportunities to increase diversity and inclusion with 2020 aspirational goals.
• Significant progress made on building a new culture for the combined
company based on shared values and a strong patient focus, which will further enable the long-term value of the transaction to be realized.
• Successfully managed succession for certain key roles and continued robust
management development and succession planning for critical positions.
|
|
|
Executive
|
| |
Target Incentive
Award |
| |
Applying Company
Performance Factor(1) |
| |
Actual
Payout(2) |
|
|
Giovanni Caforio, M.D.
|
| |
$2,475,000
|
| |
$2,878,178
|
| |
$3,885,540
|
|
|
Charles A. Bancroft
|
| |
$1,269,634
|
| |
$1,476,457
|
| |
$1,993,217
|
|
|
Sandra Leung
|
| |
$1,010,553
|
| |
$1,175,172
|
| |
$1,586,482
|
|
|
Christopher Boerner, Ph.D.
|
| |
$891,766
|
| |
$1,037,035
|
| |
$1,399,997
|
|
|
Thomas J. Lynch, Jr., M.D.(3)
|
| |
$1,051,588
|
| |
$1,222,892
|
| |
$1,222,892
|
|
1)
|
Adjusted to reflect Company Performance Factor (financial and pipeline performance) earned at 116.29%.
|
2)
|
Adjusted to reflect Individual Performance Factors.
|
3)
|
Bonus amount is prorated to reflect time spent in role in 2019.
|
•
|
Performance Share Unit Awards: rewards the
achievement of key financial goals and the value created for shareholders as measured by relative total shareholder return (or “TSR”) over a three-year period ending in the first quarter of the applicable year.
|
•
|
Market Share Unit Awards: rewards the creation
of incremental shareholder value over a long-term period.
|
•
|
100% of executives’ long-term equity incentive awards are performance-based;
|
•
|
The design of our long-term equity incentive program applies to all our executives, not just our
most senior, thus promoting organizational alignment with our recruitment and business strategy; and
|
•
|
Our long-term equity incentive program serves as a retention lever, through vesting and payout over
several years.
|
|
|
| |
Performance Share Units
|
| |
Market Share Units
|
|
|
Proportion of Annual Grant
|
| |
60%
|
| |
40%
|
|
|
Metrics & Weighting
|
| |
Non-GAAP Operating Margin: 33%
Total Revenues (ex-fx): 33% 3-Year Relative TSR: 34% |
| |
Number of shares earned, based on increase or decrease in our common stock share price from the grant
date*
|
|
|
Min / Max Payout
(% of Target Units) |
| |
0% / 200%
|
| |
0% / 200%*
|
|
|
Vesting
|
| |
3-year, cliff vesting
|
| |
4-year, ratable vesting
|
|
*
|
The number of shares earned from MSUs can increase or decrease, in proportion to the change in our share price over the one-, two-,
three- and four-year performance periods. The minimum share price achievement required to earn any shares from MSUs is 60% of the grant date stock price. Accordingly, if 60% is not achieved, zero MSUs will vest.
|
|
|
| |
2019-2021 Cumulative
Operating Margin (33%) |
| |
2019-2021 Cumulative
Total Revenues (ex-fx) (33%) |
| |
3-Year
Relative TSR (34%) |
| |||||||||
|
|
| |
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
| |
TSR Percentile
|
| |
Payout
|
|
|
Maximum
|
| |
115%
|
| |
200%
|
| |
110%
|
| |
200%
|
| |
80%ile
|
| |
200%
|
|
|
Target
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
50%ile
|
| |
100%
|
|
|
Threshold
|
| |
85%
|
| |
50%
|
| |
90%
|
| |
50%
|
| |
35%ile
|
| |
50%
|
|
|
Below Threshold
|
| |
<85%
|
| |
0%
|
| |
<90%
|
| |
0%
|
| |
<35%ile
|
| |
0%
|
|
•
|
Replacing the three-year Revenue goal to account for new combined company revenue in both target and
achievement of Revenue, to appropriately eliminate a windfall opportunity for our NEOs.
|
•
|
Reducing the weight on Operating Margin and “locking in” the resulting operating margin as of the
third quarter of 2019 (the quarter ending immediately prior to the Closing); this resulted in a reduction in operating
margin to 22% weighting for the 2018 award and 11% for the 2019 award;
|
•
|
Reallocating the remaining weighting of 11% for 2018 PSUs and 22% for 2019 PSUs to the new Key
Integration Metric, which replaces the Operating Margin metric. The Key Integration Metric comprises:
|
•
|
Human Capital Management, an assessment of both voluntary attrition management and employee experience/engagement; and
|
•
|
Synergy Realization, objectively measured as progress towards acquisition synergy cost avoidance and
cost savings targets.
|
|
Performance Measure
|
| |
Target
|
| |
Actual(2)
|
| |
% of
Target |
| |
Resulting Payout
Percentage |
|
|
Cumulative 3-Year Total Revenues, Net of Foreign Exchange ($=MM)(1)(2)(3)
|
| |
$56,920
|
| |
$62,968
|
| |
110.6%
|
| |
200.00%
|
|
|
Cumulative 3-Year Operating Margin(1)(2)(3)
|
| |
27.30%
|
| |
27.31%
|
| |
100.0%
|
| |
100.03%
|
|
|
3-Year Relative TSR (TSR%ile)
|
| |
50.00%
|
| |
5.0%
|
| |
(45.0%)
|
| |
0.00%
|
|
|
Total
|
| |
—
|
| |
—
|
| |
—
|
| |
99.01%
|
|
1)
|
Actual 2016-2018 Total Revenues for all three years are restated to our 2016 Budget Rate. Includes net adjustments 0.2% to
Operating Margin for the impact of a change in defined benefit plan accounting rules (ASU 2017-07).
|
2)
|
Includes net adjustments of $200 million for total revenues net of foreign exchange and 0.2% to Operating Margin for the impact of
a change in revenue recognition accounting rules (ASC 606).
|
3)
|
Includes net adjustments of ($128) million for total revenues, net of foreign exchange and (0.1%) Operating Margin for Sprycel loss
of exclusivity in Europe.
|
|
Grant Date
|
| |
Vesting Date
|
| |
# of Years in
Performance Period |
| |
Payout Factor
|
|
|
March 10, 2015
|
| |
March 10, 2019
|
| |
4
|
| |
80.07%
|
|
|
May 5, 2015*
|
| |
May 5, 2019
|
| |
4
|
| |
70.16%
|
|
|
March 10, 2016
|
| |
March 10, 2019
|
| |
3
|
| |
78.88%
|
|
|
April 3, 2017**
|
| |
April 3, 2019
|
| |
2
|
| |
87.26%
|
|
|
March 10, 2017
|
| |
March 10, 2019
|
| |
2
|
| |
89.22%
|
|
|
March 10, 2018
|
| |
March 10, 2019
|
| |
1
|
| |
76.35%
|
|
*
|
Reflects CEO grant on promotion to CEO.
|
**
|
Reflects grant to Dr. Lynch on hire as Chief Scientific Officer.
|
|
Other Elements of 2019 NEO Compensation
|
|
|
• Post-Employment Benefits
– Change-in-Control Arrangements
– Severance Plan
– Qualified and Nonqualified- Pension Plans (Frozen;
applicable only to Mr. Bancroft and Ms. Leung. The qualified Pension Plan was terminated on February 1, 2019)
– Qualified and Nonqualified Savings Plans
• Other Compensation
|
|
•
|
An annual base salary of $1,000,000 with a target bonus opportunity of 100% of base salary subject
to the attainment of one or more pre-established performance goals established by our Board or a Board Committee, resulting in a total target cash compensation
opportunity of $2,000,000;
|
•
|
Eligibility to participate in our long-term equity incentive plan as part of annual compensation and
consistent with our other NEOs. Mr. Elkins and Dr. Vessey will first be eligible for an annual equity grant on our unified grant date of March 10, 2020;
|
•
|
Accelerated vesting of legacy Celgene equity awards only in the event of a termination due to death,
disability, without “Cause” or upon a resignation for “Good Reason”. The definitions of “Cause” and “Good Reason” for these awards are described in the
“Post-Termination Benefits” section of this Proxy Statement beginning on page 75;
|
•
|
Eligibility to participate in our Senior Executive Severance Plan and the Change-in-Control
Agreement consistent with our other NEOs; and
|
•
|
Legal fees incurred in negotiating the compensation packages, up to $25,000.
|
•
|
The cash portion of the Inducement Award is equal to $2,100,000 for Mr. Elkins and $2,000,000 for
Dr. Vessey. In each case, the cash portion is payable 50% as soon as practicable following the Closing, 25% on the one-year anniversary of the Closing and 25%
on the two-year anniversary of the Closing and subject to accelerated vesting upon a termination due to death, or disability,
without “Cause” or upon a resignation for “Good Reason”. The definitions of “Cause” and “Good Reason” for the Inducement Award are described below in the “Post-Termination
Benefits” section of this Proxy Statement beginning on page 75.
|
•
|
The restricted stock unit award is valued at $2,000,000 for both Mr. Elkins and Dr. Vessey, vesting
25% on each of the first, second, third and fourth anniversaries of the grant date and subject to accelerated vesting upon a termination due to death,
disability, without “Cause” or upon a resignation for “Good Reason.” The restricted stock
unit award component was granted on December 2, 2019.
|
•
|
During 2019, Mr. Elkins and Dr. Vessey continued to participate in the Celgene 401(k) Plan, a tax-qualified retirement savings
plan available to all U.S. Celgene eligible employees. Prior to the Closing, both Mr. Elkins and Dr. Vessey received company matching contributions under the plan equal to 6% of their eligible earnings (subject to applicable IRS limits).
Because these matching contributions were made by Celgene prior to Closing, they are not reflected in the Summary Compensation Table below or elsewhere in this Proxy Statement. Matching contributions for all employees under the Celgene
401(k) Plan, including Mr. Elkins and Dr. Vessey, vest 20% per year for the first five years of employment, after which all contributions are 100% vested.
|
•
|
Along with other legacy Celgene employees, Mr. Elkins and Dr. Vessey will continue to be covered by Celgene health and welfare
benefits through January 1, 2021. The arrangements for Mr. Elkins and Dr. Vessey are consistent with the plans, programs and eligibility provided to other legacy Celgene employees. In addition, an excess liability insurance policy is
provided to certain senior-level legacy Celgene eligible employees.
|
•
|
Mr. Elkins and Dr. Vessey continue to be eligible for reimbursement of reasonable expenses incurred in obtaining professional tax
and financial counseling, up to a maximum of $15,000 annually, through January 1, 2021, in each case pursuant to legacy Celgene arrangements.
|
|
Performance Measure
|
| |
Target
|
| |
Actual
|
| |
Resulting Pre-Close
Payout Percentage(1) |
|
|
Adjusted EPS
|
| |
$10.60 - $10.80
|
| |
$11.08
|
| |
56.00%
|
|
|
Total Revenues, ($=B)
|
| |
$17.0 - $17.2
|
| |
$17.39
|
| |
32.00%
|
|
|
Project-Based KPIs
|
| |
40 Points
|
| |
59 Points
|
| |
59.00%
|
|
|
Total
|
| |
|
| |
|
| |
147.00%
|
|
1)
|
Certified by the Celgene Compensation Committee on November 15, 2019. Per the Merger Agreement, payout factor based on performance
through the Closing applicable to the pre-close performance period.
|
|
Performance Measure
|
| |
Target
|
| |
Actual
|
| |
Resulting Full Year
Payout Percentage(3) |
|
|
Adjusted EPS(1)
|
| |
$10.60 - $10.80
|
| |
Target
|
| |
28.00%
|
|
|
Total Revenues, ($=B)(2)
|
| |
$15.1 - $15.3
|
| |
$15.57
|
| |
34.00%
|
|
|
Project-Based KPIs
|
| |
40 Points
|
| |
51 Points
|
| |
51.00%
|
|
|
Total
|
| |
|
| |
|
| |
113.00%
|
|
1)
|
Per the Merger Agreement, adjusted EPS deemed achieved at target.
|
2)
|
Total Revenues exclude Otezla due to its divestiture on November 21, 2019.
|
3)
|
Per the Merger Agreement, payout factor based on full year results applicable to the post-Close performance period.
|
|
Executive
|
| |
Target Bonus
Amount |
| |
Applying Blended Company
Performance Factor(1) |
| |
Actual
Payout(2) |
|
|
David Elkins
|
| |
$770,861
|
| |
$1,103,102
|
| |
$1,323,722
|
|
|
Rupert Vessey M.A, B.M., B.Ch., F.R.C.P., D.Phil.
|
| |
$694,118
|
| |
$993,283
|
| |
$1,241,604
|
|
1)
|
Adjusted to reflect blended Company Performance Factor earned at 143.10%, which is calculated based on the weighted average of a
pre-Close Company Performance Factor of 147% and a post-Close Company Performance Factor of 113%.
|
2)
|
Adjusted to reflect Individual Performance Modifier.
|
•
|
reviewed and advised on the composition of the peer group used for competitive benchmarking;
|
•
|
participated in the review of our executive compensation program;
|
•
|
provided an assessment of BMS senior executive pay levels and practices relative to peers and other
competitive market data;
|
•
|
provided an annual analysis of industry trends among the peers and best practices related to pay
program design and other program elements;
|
•
|
consulted on incentive plan design and compensation packages for senior executives in light of the
Celgene Transaction;
|
•
|
reviewed and advised on all materials provided to the Committee for discussion and approval; and
|
•
|
attended all of the Committee’s regularly scheduled and special meetings in 2019 at the request of
the Committee, and also met with the Committee chairman without management present.
|
|
What We Do:
|
| |
What We Don’t Do:
|
|
|
100% performance-based annual and long-term incentives
|
| |
No guaranteed incentives with our Named Executive Officers
|
|
|
Caps on the payouts under our annual and long-term incentive award programs
|
| |
Prohibition on speculative and hedging transactions
|
|
|
Robust share ownership and share retention guidelines
|
| |
Prohibition on pledging shares and holding them in a margin account
|
|
|
Neutralize share buyback impact on share-denominated compensation metrics
|
| |
Proactively eliminate windfall gain potential
|
|
|
Robust recoupment and clawback policies
|
| |
No employment contracts with our Named Executive Officers
|
|
|
Proactive shareholder engagement
|
| |
Prohibition on re-pricing or backdating of equity awards
|
|
|
“Double-trigger” change-in-control agreements
|
| |
Minimal perquisites to our Named Executive Officers
|
|
|
|
| |
|
| |
Share Retention Policy—applied to all shares acquired, net of taxes
|
| |
|
| |||
|
Executive
|
| |
Stock Ownership
guideline as a Multiple of Salary |
| |
Prior to
Achieving Guideline |
| |
After
Achieving Guideline |
| |
2018 Compliance with
Share Ownership and Retention Policy |
|
|
Giovanni Caforio, M.D.
|
| |
6 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
|
Charles Bancroft
|
| |
3 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
|
David Elkins
|
| |
3 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
|
Sandra Leung
|
| |
3 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
|
Christopher Boerner, Ph.D.
|
| |
3 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
|
Rupert Vessey M.A, B.M., B.Ch., F.R.C.P., D.Phil.
|
| |
3 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
|
Thomas J. Lynch, Jr., M.D.
|
| |
3 x
|
| |
100%
|
| |
75% for 1 year
|
| |
Yes
|
|
•
|
the executive or other employee engaged in misconduct, or failed to appropriately supervise an employee who engaged in misconduct,
that resulted in a material violation of a BMS policy relating to the research, development, manufacturing, sales or marketing of pharmaceutical products; and
|
•
|
the Committee determines that this material violation of a BMS policy resulted in a significant negative impact on our results of
operations or market capitalization.
|
•
|
Awards granted to the CEO must be approved by the Committee and recommended by the Committee to, and approved by at least 75% of,
the independent directors of our Board.
|
•
|
The Committee must approve awards to all Named Executive Officers.
|
•
|
Our regularly scheduled annual equity awards are approved on the date the Committee and full Board meet during the first week of
March, with a grant effective date of March 10.
|
•
|
For awards granted to current employees at any other time during the year, the grant effective date is the first business day of
the month following the approval date, except that if the approval date falls on the first business day of a given month, the grant effective date is the approval date.
|
•
|
For awards granted to new hires, the grant effective date is the first business day of the month following the employee’s hire
date, except that if the employee’s hire date falls on the first business day of a given month, the grant effective date is the employee’s hire date.
|
•
|
The grant price of awards is a 10-day average closing price (i.e., an average of the closing price on the grant date plus the 9 prior trading
days). For stock options that may be granted under special circumstances (none have been granted since 2009), the grant price will be the closing price on the date of grant.
|
|
Name and Principal Position
|
| |
Year(1)
|
| |
Salary(2)
|
| |
Bonus(3)
|
| |
Stock
Awards(4) |
| |
Non-Equity
Incentive Plan Compensation(5) |
| |
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings(6) |
| |
All Other
Compensation(7) |
| |
Total
|
|
|
Giovanni Caforio, M.D.
Chairman and Chief Executive Officer |
| |
2019
|
| |
$1,650,000
|
| |
$0
|
| |
$12,545,754
|
| |
$3,885,540
|
| |
$0
|
| |
$685,959
|
| |
$18,767,253
|
|
|
2018
|
| |
$1,637,500
|
| |
$0
|
| |
$13,011,542
|
| |
$4,066,322
|
| |
$0
|
| |
$664,391
|
| |
$19,379,755
|
| |||
|
2017
|
| |
$1,587,500
|
| |
$0
|
| |
$12,650,528
|
| |
$3,899,094
|
| |
$0
|
| |
$550,001
|
| |
$18,687,123
|
| |||
|
Charles Bancroft(8)
EVP, Head of Integration and Strategy & Business Development Former CFO and EVP, Head of Global Business Operations |
| |
2019
|
| |
$1,058,028
|
| |
$0
|
| |
$4,159,181
|
| |
$1,993,217
|
| |
$1,932,721
|
| |
$391,433
|
| |
$9,534,580
|
|
|
2018
|
| |
$1,027,212
|
| |
$0
|
| |
$4,313,576
|
| |
$2,203,913
|
| |
$0
|
| |
$349,706
|
| |
$7,894,407
|
| |||
|
2017
|
| |
$997,294
|
| |
$0
|
| |
$4,321,014
|
| |
$1,887,005
|
| |
$1,307,641
|
| |
$303,354
|
| |
$8,816,308
|
| |||
|
David Elkins(8)
EVP and Chief Financial Officer |
| |
2019
|
| |
$116,667
|
| |
$1,050,000
|
| |
$1,865,662
|
| |
$1,323,722
|
| |
$0
|
| |
$15,500
|
| |
$4,371,551
|
|
|
Sandra Leung
EVP and General Counsel |
| |
2019
|
| |
$1,008,635
|
| |
$0
|
| |
$3,172,998
|
| |
$1,586,482
|
| |
$1,425,687
|
| |
$322,655
|
| |
$7,516,457
|
|
|
2018
|
| |
$975,860
|
| |
$0
|
| |
$3,290,794
|
| |
$1,680,159
|
| |
$0
|
| |
$296,370
|
| |
$6,243,183
|
| |||
|
2017
|
| |
$947,436
|
| |
$0
|
| |
$3,047,660
|
| |
$1,493,890
|
| |
$794,983
|
| |
$259,448
|
| |
$6,543,417
|
| |||
|
Christopher Boerner, Ph.D.
EVP and Chief Commercialization Officer |
| |
2019
|
| |
$891,259
|
| |
$0
|
| |
$3,250,793
|
| |
$1,399,997
|
| |
$0
|
| |
$199,601
|
| |
$5,741,650
|
|
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.(9)
EVP and President, Research and Early Development |
| |
2019
|
| |
$116,667
|
| |
$1,000,000
|
| |
$1,865,662
|
| |
$1,241,604
|
| |
$0
|
| |
$11,550
|
| |
$4,235,483
|
|
|
Thomas J. Lynch, Jr., M.D.(10)
Former EVP and Chief Scientific Officer |
| |
2019
|
| |
$796,111
|
| |
$0
|
| |
$3,783,765
|
| |
$1,222,892
|
| |
$0
|
| |
$2,485,785
|
| |
$8,288,553
|
|
|
2018
|
| |
$1,022,500
|
| |
$0
|
| |
$4,075,218
|
| |
$1,625,039
|
| |
$0
|
| |
$311,366
|
| |
$7,034,123
|
| |||
|
2017
|
| |
$796,154
|
| |
$1,400,000
|
| |
$4,425,587
|
| |
$1,576,706
|
| |
$0
|
| |
$113,522
|
| |
$8,311,969
|
|
1)
|
Compensation is not shown for 2017 and 2018 for Mr. Elkins, Dr. Boerner, and Dr. Vessey because they were not Named Executive
Officers in those years.
|
2)
|
Reflects actual salary earned. Dr. Lynch’s 2017 salary was paid from March 16, 2017, the date he was hired as Executive Vice
President and Chief Scientific Officer, through the end of the year. Mr. Elkins’ and Dr. Vessey’s 2019 salaries were earned from November 20, 2019, the Closing of the acquisition of Celgene Corporation, through the end of the year.
|
3)
|
For 2017, represents Dr. Lynch’s cash sign on bonus granted in connection with recruiting him to join the company. For 2019, for
Mr. Elkins and Dr. Vessey, represents the 50% portion of their cash inducement awards. See page 56 of the CD&A for further details. In each case they were payable as soon as practicable after the Closing.
|
4)
|
Represents aggregate grant date fair value under FASB ASC Topic 718 of RSU, MSU and PSU awards granted during a specified year.
For Mr. Elkins and Dr. Vessey, represents restricted stock units. See page 76 of CD&A for further details. These awards were granted on December 2, 2019, the first grant date following the Closing. Further
information regarding these awards, including the assumptions made in determining their values, is disclosed in the Grants of Plan-Based Awards Table in the Proxy Statements for the specified years. As approved in anticipation of the
Closing, the 2018 and 2019 PSU awards for our Legacy BMS NEOs were modified as described in the footnote to the 2019 Grants of Plan-Based Awards Table. This modification, which will be a 2020 event under the U.S. GAAP accounting rules,
may result in an incremental accounting charge for these awards, and, therefore, the amounts in the 2020 Summary Compensation table may include these incremental charges. For PSU awards, the following represents the aggregate value based
on the maximum number of shares that can be earned for the awards granted in the specified years.
|
|
|
| |
Performance Share Units
|
| ||||||
|
Name
|
| |
2017
|
| |
2018
|
| |
2019
|
|
|
Giovanni Caforio, M.D.
|
| |
$12,037,692
|
| |
$12,282,168
|
| |
$12,015,451
|
|
|
Charles Bancroft
|
| |
$4,111,682
|
| |
$4,071,790
|
| |
$3,983,342
|
|
|
Christopher Boerner, Ph.D. (1)
|
| |
n.a.
|
| |
n.a.
|
| |
$2,577,347
|
|
|
Sandra Leung
|
| |
$2,899,997
|
| |
$3,106,319
|
| |
$3,038,877
|
|
|
Thomas J. Lynch, Jr., M.D.
|
| |
$3,072,610
|
| |
$3,846,794
|
| |
$3,623,827
|
|
5)
|
For all NEOs, except Mr. Elkins and Dr. Vessey, represents incentive award earned under our Company’s annual incentive plan. Dr.
Lynch’s 2017 target incentive award was prorated based on his date of hire and his 2019 target incentive was prorated based on his separation date. For 2019, for Mr. Elkins and Dr. Vessey, represents actual bonus earned under the 2019
Celgene MIP and paid out by the Company. For 2019, the payments were made on March 13, 2020 for Mr. Elkins and Dr. Vessey, and on March 6, 2020 for the other NEOs. For 2018 and 2017, the payments were made on March 8, 2019 and March 9,
2018, respectively.
|
6)
|
Includes increase in estimated value of accrued pension benefits under the U.S Retirement Income Plan ("US-RIP") and BEP-RIP
during the year. The Company does not pay above-market interest rates on deferred compensation. The Company terminated the US-RIP effective February 1, 2019 and transferred approximately $3.8 billion of U.S. pension obligations in
connection with the termination. All liabilities associated with the US-RIP were settled through direct lump sum payments to participants or through the purchase of group annuity contracts in the third quarter of 2019. The present value
of the accrued pension benefits for Mr. Bancroft and Ms. Leung, the only 2019 NEO participants in the Company’s defined benefit pension plans, increased over the previous year because of a decrease in discount rates and attainment of age
60, partially offset by updated lump sum mortality projection scales. The change in pension value with respect to the US-RIP includes the difference between (i) 2019 value of the lump sums paid in July 2019 and the value of annuity
premiums paid in August 2019 to settle these executives’ benefits under the US-RIP and (ii) Present Value of Accumulated Benefits under the US-RIP as reported in last year’s Proxy Statement.
|
7)
|
For all NEOs, except Mr. Elkins and Dr. Vessey, the amounts indicated for 2019 represent Company contributions to the qualified
and non-qualified savings plans. During 2019 Mr. Elkins and Dr. Vessey continued to participate in the Celgene 401(k) Plan, a tax-qualified retirement savings plan available to all U.S. Celgene eligible employees, and each received his
maximum 2019 company contributions prior to the Closing. Consequently, no amounts are reportable for the 2019 post-Closing period. For Dr. Lynch the value additionally includes (i) accrued severance in the amount of $ 2,121,800 and
(ii) payout of accrued vacation in the amount of $73,447, both in connection with his separation from the Company. For Mr. Elkins and Dr. Vessey, the values reflect the reimbursement of legal fees incurred in negotiating their
compensation packages in the value of $15,500 and $11,550, respectively. On occasion, a family member accompanied Dr. Caforio and Dr. Boerner, at no incremental cost to the Company, when traveling on the Company’s HeliFlite account on
business. Dr. Caforio and Dr. Boerner paid the taxes on the imputed income as calculated using the Standard Industry Fare Level (SIFL) rate. We did not reimburse Dr. Caforio or Dr. Boerner for taxes they paid.
|
8)
|
Mr. Elkins was appointed EVP and Chief Financial Officer effective November 20, 2019 and, at the same time, Mr. Bancroft assumed
the role of the EVP, Head of Integration and Strategy & Business Development.
|
9)
|
Dr. Vessey was appointed EVP and President, Research and Early Development effective November 20, 2019.
|
10)
|
Dr. Lynch separated from the Company on October 1, 2019.
|
|
Name
|
| |
Award
Type |
| |
Grant
Date(1) |
| |
Approval
Date |
| |
Estimated Future Payouts
Under Non Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards (shares) |
| |
All Other
Stock Awards: # of Shares or Stock of Units |
| |
Grant Date
Fair Value of Stock and Option Awards |
| ||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||
|
Giovanni Caforio, M.D.
|
| |
Legacy
BMS AIP |
| |
|
| |
|
| |
$287,843
|
| |
$2,475,000
|
| |
$4,950,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
PSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
24,545
|
| |
148,758
|
| |
297,516(3)
|
| |
|
| |
$7,436,412(6)
|
|
|
|
| |
MSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
59,503
|
| |
99,172
|
| |
198,344(4)
|
| |
|
| |
$5,109,341(7)
|
|
|
Charles Bancroft
|
| |
Legacy
BMS AIP |
| |
|
| |
|
| |
$147,658
|
| |
$1,269,634
|
| |
$2,539,268
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
PSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
8,137
|
| |
49,316
|
| |
98,632(3)
|
| |
|
| |
$2,465,307(6)
|
|
|
|
| |
MSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
19,727
|
| |
32,878
|
| |
65,756(4)
|
| |
|
| |
$1,693,875(7)
|
|
|
David Elkins
|
| |
Legacy
Celgene MIP |
| |
|
| |
|
| |
$0
|
| |
$770,861
|
| |
$1,541,722
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
RSU
|
| |
12/02/19
|
| |
05/31/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
35,168(5)
|
| |
$1,865,662(8)
|
|
|
Sandra Leung
|
| |
Legacy
BMS AIP |
| |
|
| |
|
| |
$117,527
|
| |
$1,010,553
|
| |
$2,021,106
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
PSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
6,208
|
| |
37,623
|
| |
75,246(3)
|
| |
|
| |
$1,880,774(6)
|
|
|
|
| |
MSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
15,049
|
| |
25,082
|
| |
50,164(4)
|
| |
|
| |
$1,292,225(7)
|
|
|
Christopher Boerner, Ph.D.
|
| |
Legacy
BMS AIP |
| |
|
| |
|
| |
$103,712
|
| |
$891,766
|
| |
$1,783,532
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
PSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
5,265
|
| |
31,909
|
| |
63,818
|
| |
|
| |
$1,595,131(6)
|
|
|
|
| |
MSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
12,764
|
| |
21,273
|
| |
42,546
|
| |
|
| |
$1,095,985(7)
|
|
|
|
| |
RSU
|
| |
12/02/19
|
| |
05/31/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,550(5)
|
| |
$559,678(8)
|
|
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.
|
| |
Legacy
Celgene MIP |
| |
|
| |
|
| |
$0
|
| |
$694,118
|
| |
$1,388,236
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
RSU
|
| |
12/02/19
|
| |
05/31/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
35,168(5)
|
| |
$1,865,662(8)
|
|
|
Thomas J. Lynch, Jr., M.D.(9)
|
| |
Legacy
BMS AIP |
| |
|
| |
|
| |
$146,981
|
| |
$1,263,810
|
| |
$2,527,620
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
PSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
7,403
|
| |
44,865
|
| |
89,730(3)
|
| |
|
| |
$2,242,801(6)
|
|
|
|
| |
MSU
|
| |
03/10/19
|
| |
03/01/19
|
| |
|
| |
|
| |
|
| |
17,946
|
| |
29,910
|
| |
59,820(4)
|
| |
|
| |
$1,540,963(7)
|
|
1)
|
These equity awards were granted under our 2012 Stock Award and Incentive Plan.
|
2)
|
Except for Mr. Elkins and Dr. Vessey, target payouts under the legacy BMS 2019 annual incentive plan ("Legacy BMS AIP") are based
on a targeted percentage of annual base salary. The Committee reviews Company and individual performance in determining the actual incentive award as reported in the Summary Compensation Table. The Legacy BMS AIP company performance for
2019 was based 50% on non-GAAP diluted earnings per share, 25% on total revenues (net of foreign exchange), and 25% on pipeline performance. Maximum represents the maximum individual incentive award allowable under the Legacy BMS 2019 AIP
and for our Named Executive Officers equals 200% of target. For 2019, threshold payout for all three measures was 46.50% of target. The threshold column above reflects the lowest possible combined payout of 11.63% of target based on the
threshold payout on one of the least weighted metrics. As approved in anticipation of the Closing, the measurement of EPS metric was adjusted to reflect performance through September 30, 2019, the end of the quarter immediately preceding
the Closing, and compared to the goal through three quarters. Total Revenues and relative TSR metrics continued to be measured through the end of the year. For Mr. Elkins and Dr. Vessey, target payouts under the legacy Celgene 2019
management incentive plan ("Legacy Celgene MIP") are based on a targeted percentage of annual base salary. The Legacy Celgene MIP company performance for 2019 was based 28% on adjusted earnings per share, 28% on total revenues, and 44% on
project goals. Maximum represents the maximum individual incentive award allowable under Legacy Celgene 2019 annual incentive plan and equals 200% of target. The 2019 bonus under the Legacy Celgene MIP as reported in the 2019 Summary
Compensation Table was determined in accordance with the Merger Agreement as follows: (a) pre-Closing payout factor, applicable to the pre-Closing performance period, was based on the performance through the Closing and certified by the
Celgene Compensation Committee and (b) post-Closing payout factor, applicable to the post-Closing performance period, was based on the full year results with adjusted EPS deemed achieved at target and the final payout approved by the
Company. See pages 43 and 57 of the CD&A for further details regarding both plans, respectively.
|
3)
|
Reflects PSUs which cliff vest on the third anniversary of the grant date. Performance targets under these PSUs are based 33% on
3-year cumulative total revenues (net of foreign exchange), 33% on 3-year cumulative operating margin, and 34% on 3-year relative TSR expressed as a percentile rank versus our peer group. Threshold payout for all three measures is 50% of
target. The threshold column above reflects the lowest possible combined payout of 16.50% of target based on the threshold payout on one of the least weighted metrics only. The maximum performance will result in a payout of 200% of
target. These PSUs do not accrue dividend equivalents. As approved in anticipation of the Closing, the awards were modified such that the cumulative Legacy BMS revenues weighted 33% were replaced by the combined Company cumulative total
revenues, Legacy BMS cumulative operating margin weighted 33% was replaced by key integration metrics, and the 3-year relative TSR stayed the same except that Celgene was removed from the peer group. The same modification applies to the
PSUs granted in 2018. This modification, which will be a 2020 event under the U.S. GAAP accounting rules, may result in an incremental accounting charge for these PSUs, and if so, it would be disclosed as separate grants in the 2020
Grants of Plan-Based Awards table. See page 51 of the CD&A for further details regarding this modification.
|
4)
|
Reflects MSUs which vest in equal annual installments on the first, second, third and fourth
anniversaries of the grant date. Each MSU converts into the number of shares of Common Stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout
factor is a ratio of the average of the closing Common Stock price on the February 28 measurement date immediately preceding the vesting date plus the nine prior trading days divided by the average
Common Stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor
is 200%. These MSUs do not accrue dividend equivalents.
|
5)
|
Reflects RSUs which vest in equal installments on the first, second, third, and fourth anniversaries of
the grant date. These RSUs do not accrue dividend equivalents.
|
6)
|
Fair value for the portion of these PSUs related to the relative TSR measure (34% weighting) is
estimated as of the date of grant on March 10, 2019 using a Monte Carlo simulation. Estimated fair value of this portion was determined to be $56.53, which represents 110% of the grant date closing
Common Stock price of $51.39. The assumptions used in this Monte Carlo simulation were based on three-year historical stock price data and are as follows: volatility for BMY of 27.5% and the average
for the peers of 21.5%; correlation co-efficient average of 32.8%; assumed dividend yield of 3.19% based on the recent annualized payment of $1.64 per share and the grant date stock price of $51.39; and BMY’s starting TSR of (1.0%) and the average for the peers of (1.4%). Fair value for the remaining portion of these PSUs, related to Company financial
measures (66% weighting), is calculated based on the grant date closing Common Stock price of $51.39 on March 8, 2019 and a probable outcome of a 100% payout, discounted for the lack of dividends.
Estimated fair value of this portion was determined to be $46.63, which represents 91% of the grant date closing Common Stock price of $51.39. Therefore, the estimated grant date fair value for the
whole PSU award equals $49.99, which represents 97% of the grant date closing Common Stock price of $51.93.
|
7)
|
Fair value of these MSUs is estimated as of the date of grant on March 10, 2019 using a Monte Carlo
simulation. Estimated fair value was determined to be $51.52, which represents 100.3% of the grant date closing Common Stock price of $51.39. The assumptions used in this Monte Carlo simulation were
as follows: volatility for BMY of 27.0% based on four-year historical stock price data; assumed dividend yield of 3.19% based on the recent annualized payment of $1.64 per share and the grant date stock price of $51.39; BMY’s starting performance was (1.0%); and risk-free rate for each measurement period of:
|
•
|
Tranche 1 ending Feb 28, 2020: 2.53%;
|
•
|
Tranche 2 ending Feb 28, 2021: 2.45%;
|
•
|
Tranche 3 ending Feb 28, 2022: 2.43%; and
|
•
|
Tranche 4 ending Feb 28, 2023: 2.43%.
|
8)
|
The fair value of these RSUs is calculated based on the grant date closing Common Stock price of
$57.41 on December 2, 2019, discounted for the lack of dividends. Estimated fair value was determined to be $53.05, which represents 92% of the grant date closing Common Stock price of $57.41.
|
9)
|
Dr. Lynch’s 2019 equity awards were forfeited upon his separation from the Company and his target
bonus amount was prorated based on his separation date of October 1, 2019.
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Grant Date/
Performance Award Period |
| |
Number of Securities
Underlying Unexercised Options (#)(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)(3) |
| |||
|
Exercisable
|
| |
Unexercisable
|
| ||||||||||||||||||||||||
|
Giovanni Caforio, M.D.
|
| |
1/1/2017-2/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
128,654(6)
|
| |
$8,258,300
|
|
|
|
| |
1/1/2018-2/28/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
112,343(7)
|
| |
$7,211,297
|
|
|
|
| |
1/1/2019-2/28/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
148,758(8)
|
| |
$9,548,776
|
|
|
|
| |
3/10/2016
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,184(9)
|
| |
$1,167,231
|
|
|
|
| |
3/10/2017
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
42,885(9)
|
| |
$2,752,788
|
|
|
|
| |
3/10/2018
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
56,172(9)
|
| |
$3,605,681
|
|
|
|
| |
3/10/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
59,503(10)
|
| |
$3,819,510
|
|
|
Charles Bancroft
|
| |
1/1/2017-2/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
43,944(6)
|
| |
$2,820,765
|
|
|
|
| |
1/1/2018-2/28/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
37,244(7)
|
| |
$2,390,692
|
|
|
|
| |
1/1/2019-2/28/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
49,316(8)
|
| |
$3,165,594
|
|
|
|
| |
3/10/2016
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,174(9)
|
| |
$396,309
|
|
|
|
| |
3/10/2017
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,648(9)
|
| |
$940,255
|
|
|
|
| |
3/10/2018
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,622(9)
|
| |
$1,195,346
|
|
|
|
| |
3/10/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,727(10)
|
| |
$1,266,263
|
|
|
David Elkins
|
| |
8/1/2018
|
| |
2,060
|
| |
6,183
|
| |
$48.49
|
| |
8/1/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
46,258
|
| |
138,776
|
| |
$48.49
|
| |
8/1/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
92,805(4)(13)
|
| |
$5,957,153
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
20,624(5)(12)
|
| |
$1,323,855
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
73,735(4)(13)
|
| |
$4,733,050
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
47,401(5)(12)
|
| |
$3,042,670
|
| |
|
| |
|
|
|
|
| |
12/2/2019
|
| |
|
| |
|
| |
|
| |
|
| |
35,168(11)
|
| |
$2,257,434
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
11,088(14)
|
| |
$33,375
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
49,895(14)
|
| |
$150,184
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
3,324(14)
|
| |
$10,005
|
| |
|
| |
|
|
|
|
| |
8/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
74,611(14)
|
| |
$224,579
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
25,484(14)
|
| |
$76,707
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
39,642(14)
|
| |
$119,322
|
| |
|
| |
|
|
|
Sandra Leung
|
| |
1/1/2017-2/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
30,994(6)
|
| |
$1,989,505
|
|
|
|
| |
1/1/2018-2/28/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
28,413(7)
|
| |
$1,823,830
|
|
|
|
| |
1/1/2019-2/28/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
37,623(8)
|
| |
$2,415,020
|
|
|
|
| |
3/10/2016
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,434(9)
|
| |
$284,618
|
|
|
|
| |
3/10/2017
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,333(9)
|
| |
$663,275
|
|
|
|
| |
3/10/2018
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,207(9)
|
| |
$911,947
|
|
|
|
| |
3/10/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
15,049(10)
|
| |
$966,008
|
|
|
Christopher Boerner, Ph.D.
|
| |
1/1/2017-2/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,953(6)
|
| |
$703,073
|
|
|
|
| |
1/1/2018-2/28/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,568(7)
|
| |
$678,360
|
|
|
|
| |
1/1/2019-2/28/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
31,909(8)
|
| |
$2,048,239
|
|
|
|
| |
3/10/2016
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,569(9)
|
| |
$100,714
|
|
|
|
| |
3/10/2017
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,652(9)
|
| |
$234,422
|
|
|
|
| |
3/10/2018
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,284(9)
|
| |
$339,180
|
|
|
|
| |
3/10/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,764(10)
|
| |
$819,308
|
|
|
|
| |
12/2/2019
|
| |
|
| |
|
| |
|
| |
|
| |
10,550(11)
|
| |
$677,205
|
| |
|
| |
|
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Grant Date/
Performance Award Period |
| |
Number of Securities
Underlying Unexercised Options (#)(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)(3) |
| |||
|
Exercisable
|
| |
Unexercisable
|
| ||||||||||||||||||||||||
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.
|
| |
2/2/2015
|
| |
6,305
|
| |
0
|
| |
$63.41
|
| |
2/2/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/2/2015
|
| |
29,489
|
| |
0
|
| |
$63.41
|
| |
2/2/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5/4/2015
|
| |
5,843
|
| |
0
|
| |
$58.78
|
| |
5/4/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
7/27/2015
|
| |
5,843
|
| |
0
|
| |
$70.89
|
| |
7/27/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
11/9/2015
|
| |
5,843
|
| |
0
|
| |
$61.01
|
| |
11/9/2025
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/1/2016
|
| |
0
|
| |
1,454
|
| |
$54.20
|
| |
2/1/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/1/2016
|
| |
2,905
|
| |
0
|
| |
$54.20
|
| |
2/1/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5/2/2016
|
| |
0
|
| |
373
|
| |
$56.44
|
| |
5/2/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5/2/2016
|
| |
12,002
|
| |
5,628
|
| |
$56.44
|
| |
5/2/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
8/1/2016
|
| |
18,098
|
| |
6,036
|
| |
$61.34
|
| |
8/1/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
10/31/2016
|
| |
43,535
|
| |
14,515
|
| |
$54.94
|
| |
10/31/2026
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
1/30/2017
|
| |
0
|
| |
1,651
|
| |
$60.53
|
| |
1/30/2027
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
1/30/2017
|
| |
12,064
|
| |
10,419
|
| |
$60.53
|
| |
1/30/2027
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5/1/2017
|
| |
10,644
|
| |
10,644
|
| |
$66.35
|
| |
5/1/2027
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
7/31/2017
|
| |
10,644
|
| |
10,644
|
| |
$72.42
|
| |
7/31/2027
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
10/30/2017
|
| |
24,466
|
| |
24,466
|
| |
$54.29
|
| |
10/30/2027
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
1/29/2018
|
| |
0
|
| |
1,800
|
| |
$55.52
|
| |
1/29/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
1/29/2018
|
| |
5,293
|
| |
14,080
|
| |
$55.52
|
| |
1/29/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5/8/2018
|
| |
8,489
|
| |
25,469
|
| |
$44.70
|
| |
5/8/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
7/30/2018
|
| |
8,489
|
| |
25,469
|
| |
$47.81
|
| |
7/30/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
10/29/2018
|
| |
0
|
| |
1
|
| |
$38.41
|
| |
10/29/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
10/29/2018
|
| |
8,489
|
| |
25,467
|
| |
$38.41
|
| |
10/29/2028
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5/1/2017
|
| |
|
| |
|
| |
|
| |
|
| |
10,707(4)(13)
|
| |
$687,282
|
| |
|
| |
|
|
|
|
| |
10/30/2017
|
| |
|
| |
|
| |
|
| |
|
| |
5,804(4)(13)
|
| |
$372,559
|
| |
|
| |
|
|
|
|
| |
3/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
25,866(5)(12)
|
| |
$1,660,339
|
| |
|
| |
|
|
|
|
| |
5/8/2018
|
| |
|
| |
|
| |
|
| |
|
| |
17,245(4)(13)
|
| |
$1,106,957
|
| |
|
| |
|
|
|
|
| |
2/4/2019
|
| |
|
| |
|
| |
|
| |
|
| |
10,777(4)(13)
|
| |
$691,776
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
45,029(5)(12)
|
| |
$2,890,412
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
70,048(4)(13)
|
| |
$4,496,381
|
| |
|
| |
|
|
|
|
| |
12/2/2019
|
| |
|
| |
|
| |
|
| |
|
| |
35,168(11)
|
| |
$2,257,434
|
| |
|
| |
|
|
|
|
| |
2/1/2016
|
| |
|
| |
|
| |
|
| |
|
| |
782(14)
|
| |
$2,354
|
| |
|
| |
|
|
|
|
| |
5/2/2016
|
| |
|
| |
|
| |
|
| |
|
| |
201(14)
|
| |
$605
|
| |
|
| |
|
|
|
|
| |
5/2/2016
|
| |
|
| |
|
| |
|
| |
|
| |
3,026(14)
|
| |
$9,108
|
| |
|
| |
|
|
|
|
| |
10/31/2016
|
| |
|
| |
|
| |
|
| |
|
| |
7,803(14)
|
| |
$23,487
|
| |
|
| |
|
|
|
|
| |
5/1/2017
|
| |
|
| |
|
| |
|
| |
|
| |
5,756(14)
|
| |
$17,326
|
| |
|
| |
|
|
|
|
| |
10/30/2017
|
| |
|
| |
|
| |
|
| |
|
| |
3,120(14)
|
| |
$9,391
|
| |
|
| |
|
|
|
|
| |
10/30/2017
|
| |
|
| |
|
| |
|
| |
|
| |
13,154(14)
|
| |
$39,594
|
| |
|
| |
|
|
|
|
| |
1/29/2018
|
| |
|
| |
|
| |
|
| |
|
| |
968(14)
|
| |
$2,914
|
| |
|
| |
|
|
|
|
| |
1/29/2018
|
| |
|
| |
|
| |
|
| |
|
| |
7,570(14)
|
| |
$22,786
|
| |
|
| |
|
|
|
|
| |
3/1/2018
|
| |
|
| |
|
| |
|
| |
|
| |
13,906(14)
|
| |
$41,857
|
| |
|
| |
|
|
|
|
| |
5/8/2018
|
| |
|
| |
|
| |
|
| |
|
| |
9,271(14)
|
| |
$27,906
|
| |
|
| |
|
|
|
|
| |
5/8/2018
|
| |
|
| |
|
| |
|
| |
|
| |
13,693(14)
|
| |
$41,216
|
| |
|
| |
|
|
|
|
| |
7/30/2018
|
| |
|
| |
|
| |
|
| |
|
| |
13,693(14)
|
| |
$41,216
|
| |
|
| |
|
|
|
|
| |
10/29/2018
|
| |
|
| |
|
| |
|
| |
|
| |
1(14)
|
| |
$3
|
| |
|
| |
|
|
|
|
| |
10/29/2018
|
| |
|
| |
|
| |
|
| |
|
| |
13,692(14)
|
| |
$41,213
|
| |
|
| |
|
|
|
|
| |
2/4/2019
|
| |
|
| |
|
| |
|
| |
|
| |
5,794(14)
|
| |
$17,440
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
24,209(14)
|
| |
$72,869
|
| |
|
| |
|
|
|
|
| |
3/1/2019
|
| |
|
| |
|
| |
|
| |
|
| |
37,660(14)
|
| |
$113,357
|
| |
|
| |
|
|
|
Thomas J. Lynch, Jr., M.D.
|
| |
1/1/2017-2/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
31,019(6)
|
| |
$1,991,110
|
|
|
|
| |
1/1/2018-2/28/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,348(7)
|
| |
$1,177,758
|
|
1)
|
At Closing, Celgene stock options were assumed by the Company and converted into options relating to our Common Stock in accordance
with the methodology and exchange ratio set forth in the Merger Agreement. Further, pursuant to the conversion methodology of the Merger Agreement, (a) vested in-the-money Celgene stock options as of the Closing also received a contingent
value right (“CVR”) and (b) unvested in-the-money stock options will receive either a CVR or in some cases, CVR consideration, per share underlying each such option once the unvested option vests. Out-of-the-money stock options as of
Closing will not receive a CVR or CVR consideration. Pursuant to legacy Celgene equity plans, options granted to employees are immediately exercisable. However, the shares of Common Stock acquired upon exercise would be subject to the
same vesting schedule as the underlying options (i.e., in four equal annual installments beginning on the first anniversary of the grant date). Unvested options are included in the Unexercisable Column.
|
2)
|
Represents RSUs and CVRs, as applicable, as of December 31, 2019.
|
3)
|
Values for stock options and RSUs are based on the closing Common Stock price on December 31, 2019 of
$64.19.
|
4)
|
At Closing, each Celgene time-based RSU was assumed by the Company and converted, in accordance with
the methodology and exchange ratio set forth in the Merger Agreement, into (a) an RSU that settles in a number of shares of our Common Stock equal to (i) the number of shares of Celgene common stock
underlying such RSU immediately prior to Closing multiplied by (ii) the exchange ratio, rounded up to the nearest whole number of shares of our Common Stock, and (b) the right to receive, immediately upon, and subject to, the vesting of such RSU, one CVR, or in some cases, CVR consideration, per share underlying each such RSU once the RSU vests.
|
5)
|
At Closing, each Celgene PSU was assumed by the Company and converted, in accordance with the
methodology and exchange ratio set forth in the Merger Agreement, into (a) an RSU that settles in a number of shares of our Common Stock equal to the product of (i) the number of shares of Celgene
common stock underlying such legacy Celgene PSU immediately prior to Closing (with such number of shares determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the end of the calendar quarter immediately preceding the Closing, as determined by the Management Compensation and
Development Committee of the board of directors of Celgene prior to Closing), multiplied by (ii) the exchange ratio set forth in the Merger Agreement, and (b) the right to receive, immediately upon,
and subject to, the vesting of such legacy Celgene PSU, one CVR, or in some cases, CVR consideration, per share underlying each such legacy Celgene PSU once the legacy PSU vests.
|
6)
|
Represents target number of PSUs granted under the 2017-2019 award at target payout of 100%. The award
vested and was paid out on March 10, 2020.
|
7)
|
Represents target number of PSUs granted under the 2018-2020 award at target payout of 100%. These PSUs
cliff vest on the third anniversary of the grant date.
|
8)
|
Represents target number of PSUs granted under the 2019-2021 award at target payout of 100%. These PSUs
cliff vest on the third anniversary of the grant date.
|
9)
|
Represents MSUs at threshold payout of 100%. These MSUs vest in four equal installments of 25% on
each of the first four anniversaries of the grant date, subject to a payout factor.
|
10)
|
Represents MSUs at target payout of 60%. These MSUs vest in four equal installments of 25% on each of
the first four anniversaries of the grant date, subject to a payout factor.
|
11)
|
These RSUs vest in four equal installments on each of the first, second, third, and fourth anniversaries
of the grant date.
|
12)
|
These RSUs, assumed by the Company and converted from Celgene PSUs, cliff vest on the last day of the
applicable pre-Closing three-year performance period.
|
13)
|
These RSUs, assumed by the Company and converted from Celgene RSUs, continue to vest in three equal
installments on each of the first, second, and third anniversaries of the grant date for Mr. Elkins and cliff vest on the third anniversary of the grant date for Dr. Vessey, all according to the
pre-Closing vesting schedule.
|
14)
|
Reflects CVRs issuable when the related equity award vests. Values are based on CVR trading value on
December 31, 2019 of $3.01.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
On Exercise (1) ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
On Vesting(2) ($) |
|
|
Giovanni Caforio, M.D.
|
| |
0
|
| |
$0
|
| |
0
|
| |
$0(3)
|
|
|
|
| |
|
| |
|
| |
59,057
|
| |
$3,019,314(4)
|
|
|
|
| |
|
| |
|
| |
108,019
|
| |
$5,551,096(5)
|
|
|
Charles Bancroft
|
| |
52,884
|
| |
$1,820,267
|
| |
0
|
| |
$0(3)
|
|
|
|
| |
|
| |
|
| |
20,857
|
| |
$1,071,841(4)
|
|
|
|
| |
|
| |
|
| |
36,663
|
| |
$1,884,112(5)
|
|
|
David Elkins(7)
|
| |
0
|
| |
$0
|
| |
12,373
|
| |
$794,223(3)
|
|
|
|
| |
|
| |
|
| |
0
|
| |
$0(4)
|
|
|
|
| |
|
| |
|
| |
0
|
| |
$0(5)
|
|
|
|
| |
|
| |
|
| |
6,652
|
| |
$20,023(6)
|
|
|
Sandra Leung
|
| |
169,893
|
| |
$5,835,825
|
| |
0
|
| |
$0(3)
|
|
|
|
| |
|
| |
|
| |
15,320
|
| |
$787,295(4)
|
|
|
|
| |
|
| |
|
| |
26,341
|
| |
$1,353,664(5)
|
|
|
Christopher Boerner, Ph.D.
|
| |
0
|
| |
$0
|
| |
4,465
|
| |
$222,759(3)
|
|
|
|
| |
|
| |
|
| |
5,152
|
| |
$264,761(4)
|
|
|
|
| |
|
| |
|
| |
9,308
|
| |
$478,338(5)
|
|
|
Rupert Vessey, M.A., B.M., B.Ch.,
F.R.C.P., D.Phil.(7) |
| |
0
|
| |
$0
|
| |
16,060
|
| |
$1,030,891(3)
|
|
|
|
| |
|
| |
|
| |
0
|
| |
$0(4)
|
|
|
|
| |
|
| |
|
| |
0
|
| |
$0(5)
|
|
|
|
| |
|
| |
|
| |
8,634
|
| |
$25,988(6)
|
|
|
Thomas J. Lynch, Jr., M.D.(8)
|
| |
0
|
| |
$0
|
| |
9,410
|
| |
$448,396(3)
|
|
|
|
| |
|
| |
|
| |
15,417
|
| |
$756,086(4)
|
|
|
|
| |
|
| |
|
| |
0
|
| |
$0(5)
|
|
1)
|
The value realized for each option award was determined by multiplying the number of options that were exercised by the difference
between the market price of our Common Stock at the time of exercise and the exercise price of the stock option award.
|
2)
|
The value realized for each RSU and MSU award was determined by multiplying the number of units that vested by the closing share
price of our Common Stock on the respective vesting date. The value realized for each PSU award was determined by multiplying the number of units that vested by the market price of our Common Stock on March 8, 2019, the business day
preceding March 10, 2019, the vesting date. The value realized for each contingent value right ("CVR") was determined by multiplying the number of CVRs that were realized by the market trading value of CVRs on the respective vesting date.
|
3)
|
Reflects RSUs that vested during 2019. For Mr. Elkins and Dr. Vessey, RSUs reflect the converted Celgene 2017-2019 PSU awards that
vested on December 31, 2019.
|
4)
|
Reflects MSUs that vested during 2019.
|
5)
|
Reflects payouts of the vested 2016-2018 PSUs based on the closing Common Stock price of $51.39 on March 8, 2019.
|
6)
|
Reflects CVRs realized on December 31, 2019 upon vesting of the converted Legacy Celgene 2017-2019 PSUs. Pursuant to the Merger,
upon vesting of the converted legacy Celgene award, one CVR is received per share underlying each such award.
|
7)
|
Activity prior to the Closing, including (i) any Merger consideration received at Closing in respect of Celgene options exercised
or RSUs that vested prior to the Closing and (ii) any consideration received at Closing in respect of the conversion of unexercised Celgene options and unvested RSUs that have been excluded from the table.
|
8)
|
Includes RSUs and MSUs that vested in connection with Dr. Lynch’s separation from the Company on October 1, 2019.
|
•
|
The retirement benefit generally equals:
|
–
|
2% × Final Average Compensation × Years of Service through December 31, 2009, up to 40, minus
|
–
|
1/70th of the Primary Social Security Benefit × Years of Service through December 31, 2009, up to 40.
|
•
|
Final Average Compensation equals the average of the five consecutive years out of the last ten
years, ending December 31, 2014, in which the employee’s compensation was the highest. Compensation equals the base salary rate plus annual incentive awards
paid during the year. Compensation is subject to the limits defined under Section 401(a)(17) of the Internal Revenue Code.
|
•
|
Normal retirement age is 65. Employees are eligible for early retirement at age 55 with 10 or more
years of service.
|
•
|
Employees eligible for early retirement may receive their pension without any reduction at age 60.
The pension is generally reduced by 4% for each year that the retirement age precedes age 60.
|
•
|
Employees are 100% vested after attaining five years of service.
|
•
|
The pension is generally payable as a monthly life annuity, with or without survivor benefits, or a
lump sum.
|
•
|
Compensation is not subject to the limits under Section 401(a)(17) of the Internal Revenue Code.
|
•
|
Compensation includes the higher of annual incentive award earned or paid during the year.
|
•
|
The pension is paid as a cash lump sum or, if an election is made at least 12 months prior to
retirement, the lump sum may be credited to the Benefit Equalization Plan—Savings Plan. A distribution for an executive classified as a “Specified Employee” of
the company, as defined under Section 409A of the Internal Revenue Code, is subject to 409A regulations and is therefore subject to a six-month delay following the executive’s separation from
service.
|
|
Name
|
| |
Plan Name
|
| |
# of Years of
Credited Service(1) |
| |
Present Value of
Accumulated Benefits(2) |
| |
Payments During
Last Fiscal Year |
|
|
Giovanni Caforio, M.D.(3)
|
| |
Benefit Equalization Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
|
| |
Retirement Income Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
Charles Bancroft(4)(5)
|
| |
Benefit Equalization Plan
|
| |
25.6
|
| |
$16,198,725
|
| |
$0
|
|
|
|
| |
Retirement Income Plan
|
| |
25.6
|
| |
$0
|
| |
$1,889,394
|
|
|
David Elkins(3)
|
| |
Benefit Equalization Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
|
| |
Retirement Income Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
Sandra Leung(4)(5)
|
| |
Benefit Equalization Plan
|
| |
17.8
|
| |
$9,527,399
|
| |
$0
|
|
|
|
| |
Retirement Income Plan
|
| |
17.8
|
| |
$0
|
| |
$1,266,940
|
|
|
Christopher Boerner, Ph.D.(3)
|
| |
Benefit Equalization Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
|
| |
Retirement Income Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.(3)
|
| |
Retirement Income Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
Benefit Equalization Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
| |||
|
Thomas J. Lynch Jr., M.D.(3)
|
| |
Retirement Income Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
|
|
| |
Benefit Equalization Plan
|
| |
0.0
|
| |
$0
|
| |
$0
|
|
1)
|
Reflects the years of credited service through December 31, 2009 at which time we discontinued service accruals under the
Retirement Income and Benefit Equalization Plans. The company terminated the US-RIP as of February 1, 2019 and transferred all remaining liabilities to a leading third-party insurer, Athene Holdings Ltd.
|
2)
|
The present value of accumulated benefits was calculated based on the following assumptions which were used in the December 31,
2019 disclosure for the BEP:
|
•
|
100% lump-sum utilization;
|
•
|
Citigroup Regular yield curve and implied forward rates as of the measurement date; and
|
•
|
50/50 male/female blend of the Pri-2012 Mortality Table projected generationally with Scale MP-2018 as described in Appendix of IRS
Notice 2018-02 for payments in 2019; and projected generationally with Scale MP-2019 for payments in 2020 and later.
|
3)
|
Dr. Caforio, Mr. Elkins, Dr. Boerner, Dr. Vessey and Dr. Lynch are not participants in any of the Company’s defined benefit pension
plans. For Dr. Caforio, does not include the value of participation in the Italian government pension system.
|
4)
|
Mr. Bancroft and Ms. Leung have met the requirements for early retirement under the BEP.
|
5)
|
The figures shown represent the value of the lump sums paid in July 2019 and the value of annuity premiums paid in August 2019 to
settle the executives’ benefits under the US-RIP which was terminated effective February 1, 2019. All liabilities associated with the US-RIP were settled through direct lump sum payments to participants or through the purchase of group
annuity contracts in the third quarter of 2019. The lump sum values were determined using the lump sum mortality table in effect for payments made during 2019 under Section 417(e) of the Internal Revenue Code and the May 2019 417(e)
segment rates, i.e. 2.72% for years 1 through 5, 3.76% for years 6 through 10, and 4.33% thereafter, as called for under the provisions of the US-RIP. The annuity premium amount was the amount as determined by the insurer from whom the
Company purchased the group annuity contracts. The amount shown for Mr. Bancroft represents the lump sum of $777,863 paid to him and the annuity purchased in the amount of $1,111,531 to settle his liabilities related to the US-RIP, and
the amount shown for Ms. Leung was the lump sum paid to her to settle her liabilities related to the US-RIP.
|
•
|
Employee deferrals to the BEP—Savings Plan begin once the employee’s total eligible compensation
paid for the year exceeds the limit under Section 401(a)(17) of the Internal Revenue Code, or total contributions to the Savings and Investment Program exceed
the limits under Section 415(c) of the Internal Revenue Code.
|
•
|
Employees may defer up to 25% of their eligible compensation.
|
•
|
The company matching contribution equals 100% of the employee’s contribution on the first 6% of
eligible compensation that an employee elects to contribute.
|
•
|
An additional automatic company contribution, which is based on a point system of a participant’s
age plus service, equals: below 40 points—3% of total eligible cash compensation; between 40 and 59 points—4.5%; and at 60 points and above—6%.
|
•
|
The plan is not funded. Benefits are paid from general assets of the company.
|
•
|
Employees may allocate their contributions among 12 different notional investment options that
provide different combinations of risk and return potential and employees can generally elect to change their investment elections each business day.
|
•
|
The employee’s full balance under the BEP—Savings Plan is paid following termination of employment,
or, if eligible, an election can be made at least 12 months prior to separation from service to defer payments until a later date, no sooner than five years
following the date of separation from service. A distribution for an executive classified as a “Specified Employee” of the Company, as defined under Section 409A of the Internal Revenue Code, is subject to 409A regulations and is therefore subject to a six-month delay following the executive’s separation from service.
|
|
Name
|
| |
Executive
Contributions in 2019(1) |
| |
Registrant
Contributions in 2019(2) |
| |
Aggregate
Earnings in 2019(3) |
| |
Aggregate
Withdrawals/ Distributions in 2019 |
| |
Aggregate
Balance at December 31, 2019(2)(4) |
|
|
Giovanni Caforio, M.D.(5)
|
| |
$326,179
|
| |
$666,359
|
| |
$1,010,758
|
| |
$0
|
| |
$6,542,578
|
|
|
Charles Bancroft(5)
|
| |
$178,916
|
| |
$357,833
|
| |
$1,369,273
|
| |
$0
|
| |
$6,908,596
|
|
|
David Elkins(6)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
|
|
Sandra Leung(5)
|
| |
$150,489
|
| |
$311,817
|
| |
$1,566,826
|
| |
$0
|
| |
$8,028,350
|
|
|
Christopher Boerner, Ph.D.(5)
|
| |
$162,096
|
| |
$179,219
|
| |
$146,361
|
| |
$0
|
| |
$1,012,292
|
|
|
Rupert Vessey, M.A., B.M. B.Ch., F.R.C.P., D.Phil.(6)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
|
|
Thomas J. Lynch, Jr., M.D.(5)(7)
|
| |
$130,000
|
| |
$275,269
|
| |
$123,810
|
| |
$0
|
| |
$1,037,011
|
|
1)
|
The contribution amounts in this column reflect the deferral of a portion of 2019 base salary and the 2018 annual incentive award
that was paid in March 2019. The base salary deferral amount is also included as 2019 Salary in the Summary Compensation Table. The 2018 annual incentive award deferral amount was also included as 2018 Non-Equity Incentive Plan
Compensation in the previous year’s Summary Compensation Table, as applicable.
|
2)
|
The contribution amounts in this column are included as 2019 All Other Compensation in the Summary Compensation Table. Includes the
additional annual registrant contributions earned in 2019 but paid in February 2020.
|
3)
|
Aggregate earnings are not reflected in the 2019 Summary Compensation Table and were not reflected in prior years’ Summary
Compensation Tables. The company does not pay above-market interest rates on non-qualified deferred compensation.
|
4)
|
Portions of the aggregate balances in this column reflect amounts reported in the Summary Compensation Tables in prior years as
follows: Dr. Caforio, $776,401 for 2017 and $960,837 for 2018; Mr. Bancroft, $406,431 for 2017 and $475,059 for 2018; Dr. Lynch, $95,108 for 2017 and $434,857 for 2018; and Ms. Leung, $547,178 for 2017 and $423,265 for 2018.
|
5)
|
Reflects 2019 activity and aggregate balances in the non-qualified BEP-Savings Plan.
|
6)
|
Mr. Elkins and Dr. Vessey are not participants in the non-qualified BEP-Savings Plan.
|
7)
|
Because Dr. Lynch was a “specified employee” of the Company as defined under Section 409A of the Internal Revenue Code, the payment
under his BEP-Savings Plan account is delayed by six months. Additionally, since Dr. Lynch was not fully vested at the time of separation, his lump sum payment will reflect 60% of the company funds balance, including the annual Company
contribution credited in February 2020. The 40% unvested Company funds balance will be forfeited back to the Company upon distribution. Dr. Lynch will receive his lump sum payment of $757,817 plus any accrued interest, gains and losses
through the date immediately preceding the date of distribution effective April 3, 2020.
|
•
|
A material reduction in the executive’s weekly base salary;
|
•
|
The material reduction in the executive’s grade level resulting in a material diminution of the
executive’s authority, duties, or responsibilities; or
|
•
|
The relocation of the executive’s job or office, so that it will be based at a location which is
more than 50 miles further (determined in accordance with the company’s relocation policy) from their primary residence than their work location immediately
prior to the proposed change in their job or office.
|
•
|
Severance payments in the amount of 2 times weekly base salary for our senior most executives,
including the Named Executive Officers, and 1.5 times weekly base salary for other senior executives;
|
•
|
Continuation of medical, dental and life insurance benefits until the earlier of (i) fifty-six weeks
from termination date or (ii) the date the executive begins new employment; and
|
•
|
Outplacement services.
|
•
|
A material reduction in the executive’s (i) annual base salary or (ii) target annual cash incentive
compensation opportunity and target annual equity incentive compensation opportunity, in the aggregate;
|
•
|
A material diminution in the executive’s duties and responsibilities (other than temporarily while
the Eligible Employee is physically or mentally incapacitated or as required by applicable law) or, for Mr. Elkins only, assignment of any duties inconsistent
with his status as an officer or a member of the leadership team of the company;
|
•
|
A material adverse change in the executive’s reporting relationships;
|
•
|
A relocation of an executive’s primary work location that results in an increase to the executive’s
one-way commute by 30 miles or more;
|
•
|
The company’s failiure to timely pay any gross-up amounts due under certain legacy Celgene
arrangements; or
|
•
|
For Dr. Vessey only, a change to the company’s by-laws that would cause the executive to cease to be
eligible for indemnification or advancement under such by-laws.
|
•
|
Converted Legacy Celgene Stock Options – Employees are
eligible to vest in their unvested legacy Celgene stock options. The legacy Celgene stock options will remain exercisable until the earlier of one year after termination and the original 10-year option term.
|
•
|
Converted Legacy Celgene Restricted Stock Units and Inducement Awards - Employees are eligible to vest in their unvested legacy Celgene RSUs and, where applicable, their unvested Inducement Awards (including the accelerated payment of the remaining cash portion).
|
•
|
failure or refusal by the executive to substantially perform his or her duties (except where the
failure results from incapacity due to disability); or
|
•
|
severe misconduct or engaging in an activity, which may include a failure to take action, deemed
detrimental to the interests of the company including, but not limited to, acts involving dishonesty, violation of company policies, violation of safety rules,
disorderly conduct, discriminatory harassment, unauthorized disclosure of confidential information, or the entry of a plea of nolo contendere to, or the conviction of, a crime.
|
•
|
Severance payments in the amount of 2 times base salary for our senior-most executives, including
the Named Executive Officers, and 1.5 times base salary for other senior executives;
|
•
|
Continuation of medical, dental and life insurance benefits; and
|
•
|
Outplacement services.
|
•
|
on or within four years following the Closing, the executive’s dishonesty, fraud, insubordination,
willful misconduct, refusal to perform services (for any reason other than illness or incapacity), material violation of a written company policy, material
breach of an employment or similar agreement, or misappropriation of
|
•
|
after the four-year period following the Closing, “cause” is as defined above except for that the
definition (i) includes materially unsatisfactory performance of the executive’s duties to the company that has not been cured within ten days after a written
demand for substantial performance is delivered by the Compensation and Management Development Committee and (ii) does not include the requirement for a Board determination and resolution in the event of a dispute.
|
•
|
the executive’s dishonesty, fraud, insubordination, willful misconduct, refusal to perform services
(for any reason other than illness or incapacity), material violation of a written company policy, material breach of an employment or similar agreement, or
misappropriation of company property, in each case, that has not been cured within ten days after a written notice is delivered by the company.
|
(i)
|
The date any Person (as defined in Section 13(d)(3) of the Securities Exchange Act) shall have
become the direct or indirect beneficial owner of thirty percent (30%) or more of the then outstanding common shares of the company;
|
(ii)
|
The date of consummation of a merger or consolidation of the company with any other corporation
other than (A) a merger or consolidation which would result in the voting securities of the company outstanding immediately prior thereto continuing to
represent at least fifty one percent (51%) of the combined voting power of the voting securities of the company or the surviving entity outstanding immediately after such merger or consolidation, or
(B) a merger or consolidation effected to implement a recapitalization of the company in which no Person acquires more than fifty percent (50%) of the combined
voting power of the company’s then outstanding securities;
|
(iii)
|
The date the stockholders of the company approve a plan of complete liquidation of the company or an
agreement for the sale or disposition by the company of all or substantially all the company’s assets; or
|
(iv)
|
The date there shall have been a change in the composition of the Board of Directors of the company
within a two-year period such that a majority of the Board does not consist of directors who were serving at the beginning of such period together with
directors whose initial nomination for election by the company’s stockholders or, if earlier, initial appointment to the Board, was approved by the vote of two-thirds of the directors then still in
office who were in office at the beginning of the two-year period together with the directors who were previously so approved.
|
•
|
A cash payment equal to 2 years of base salary plus target annual incentive award for Dr. Boerner,
Mr. Elkins and Dr. Vessey and 2.99 years of base salary plus target annual incentive award for the other Named Executive Officers.
|
•
|
For Mr. Elkins and Dr. Vessey, accelerated payment of the remaining cash portion of the Inducement
Awards.
|
•
|
Payout of annual incentive award on a pro-rata basis at target.
|
•
|
Vesting of unvested stock options, if any, including options held less than one year.
|
•
|
Vesting of unvested RSUs, if any, including units held less than one year.
|
•
|
Vesting of unvested MSUs, subject to performance provisions, including units held less than one year.
|
•
|
Payout of a proportionate amount of outstanding PSUs at target for awards granted prior to 2019 and
payout of all outstanding performance share units at target for awards granted in 2019 and beyond.
|
•
|
Three additional years of service and age for pension purposes if a participant is in BEP—Retirement
Plan sponsored by BMS, and eligibility for the plan’s early retirement subsidy if the executive’s age and service fall below the normal eligibility threshold
(i.e., 55 years old with at least 10 years of service). As of September 1, 2010, we no longer provide any pension subsidy or enhancement for newly eligible executives. In lieu of such subsidy or enhancement, we provide under the non-qualified savings plan a continuation of company matching contributions and automatic year-end contributions equal to the length of the
severance period.
|
•
|
Eligibility for retiree medical benefits based on two years additional age and service for Dr.
Boerner, and three years additional age and service for the other legacy BMS Named Executive Officers
|
•
|
Continuation of health benefits for two years for Dr. Boerner, Mr. Elkins and Dr. Vessey and three
years for the other Named Executive Officers.
|
•
|
Vesting of unvested match in the company’s savings plans.
|
•
|
We no longer gross up compensation on excess parachute payments for any of our executives, including
all of our legacy BMS Named Executive Officers. All gross-ups are pursuant to legacy Celgene arrangements.
|
•
|
Payment of any reasonable legal fees incurred to enforce the agreement.
|
|
Name
|
| |
Cash
Severance(1) |
| |
In-the-
Money Value of Options(2)(6) |
| |
Restricted
Stock Units (“RSUs”)(3)(6) |
| |
Market
Share Units (“MSUs”)(4)(6) |
| |
Performance
Share Units (“PSUs”)(5)(6) |
| |
Contingent
Value Rights (“CVRs”)(6)(7) |
| |
Pension
Plans(8) |
| |
Savings
Plans(9) |
| |
Health(10)
|
| |
Retiree
Medical(11) |
| |
Total
|
| |
Gross-Up
on Excise Taxes(15) |
|
|
Termination for Good Reason
|
| ||||||||||||||||||||||||||||||||||||
|
Giovanni Caforio, M.D.(12)(13)
|
| |
$3,300,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$33,899
|
| |
$0
|
| |
$3,333,899
|
| |
n/a
|
|
|
Charles Bancroft(12)
|
| |
$2,131,578
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$24,603
|
| |
$0
|
| |
$2,156,181
|
| |
n/a
|
|
|
David Elkins(13)
|
| |
$3,050,000
|
| |
$2,275,856
|
| |
$17,314,161
|
| |
$0
|
| |
$0
|
| |
$614,172
|
| |
$0
|
| |
$0
|
| |
$22,643
|
| |
$0
|
| |
$23,276,833
|
| |
$2,719,821
|
|
|
Sandra Leung(12)
|
| |
$2,090,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$20,644
|
| |
$0
|
| |
$2,110,644
|
| |
n/a
|
|
|
Christopher Boerner, Ph.D.(13)
|
| |
$1,850,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$34,063
|
| |
$99,892
|
| |
$1,983,955
|
| |
n/a
|
|
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.(13)
|
| |
$3,000,000
|
| |
$2,206,707
|
| |
$14,163,138
|
| |
$0
|
| |
$0
|
| |
$524,640
|
| |
$0
|
| |
$0
|
| |
$22,631
|
| |
$0
|
| |
$19,917,117
|
| |
$0
|
|
|
Involuntary Termination Not for Cause
|
| ||||||||||||||||||||||||||||||||||||
|
Giovanni Caforio, M.D.(12)(13)
|
| |
$3,300,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$33,899
|
| |
$0
|
| |
$3,333,899
|
| |
n/a
|
|
|
Charles Bancroft(12)
|
| |
$2,131,578
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$24,603
|
| |
$0
|
| |
$2,156,181
|
| |
n/a
|
|
|
David Elkins(13)
|
| |
$3,050,000
|
| |
$2,275,856
|
| |
$17,314,161
|
| |
$0
|
| |
$0
|
| |
$614,172
|
| |
$0
|
| |
$0
|
| |
$22,643
|
| |
$0
|
| |
$23,278,833
|
| |
$2,719,821
|
|
|
Sandra Leung(12)
|
| |
$2,090,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$20,644
|
| |
$0
|
| |
$2,110,644
|
| |
n/a
|
|
|
Christopher Boerner, Ph.D.(13)
|
| |
$1,850,000
|
| |
$0
|
| |
$0
|
| |
$274,412
|
| |
$1,069,534
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$34,063
|
| |
$99,892
|
| |
$3,327,901
|
| |
n/a
|
|
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil. (13)
|
| |
$3,000,000
|
| |
$2,206,707
|
| |
$14,163,138
|
| |
$0
|
| |
$0
|
| |
$524,640
|
| |
$0
|
| |
$0
|
| |
$22,631
|
| |
$0
|
| |
$19,917,117
|
| |
$0
|
|
|
Qualifying Termination Within 2 or 3 Years Following a Change-in-Control
|
| ||||||||||||||||||||||||||||||||||||
|
Giovanni Caforio, M.D.(13)(14)
|
| |
$12,333,750
|
| |
$0
|
| |
$0
|
| |
$12,331,605
|
| |
$9,548,776
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$103,703
|
| |
$0
|
| |
$34,317,834
|
| |
n/a
|
|
|
Charles Bancroft(14)
|
| |
$7,010,760
|
| |
$0
|
| |
$0
|
| |
$4,108,160
|
| |
$3,165,594
|
| |
$0
|
| |
$9,352,038
|
| |
$0
|
| |
$75,051
|
| |
$0
|
| |
$23,711,603
|
| |
n/a
|
|
|
David Elkins(13)
|
| |
$5,050,000
|
| |
$2,275,856
|
| |
$17,314,161
|
| |
$0
|
| |
$0
|
| |
$614,172
|
| |
$0
|
| |
$67,805
|
| |
$41,802
|
| |
$0
|
| |
$25,363,797
|
| |
$3,893,327
|
|
|
Sandra Leung(14)
|
| |
$6,249,100
|
| |
$0
|
| |
$0
|
| |
$3,095,242
|
| |
$2,415,020
|
| |
$0
|
| |
$7,453,874
|
| |
$0
|
| |
$63,337
|
| |
$0
|
| |
$19,276,574
|
| |
n/a
|
|
|
Christopher Boerner, Ph.D.(13)
|
| |
$3,700,000
|
| |
$0
|
| |
$677,205
|
| |
$2,355,580
|
| |
$3,117,772
|
| |
$0
|
| |
$0
|
| |
$385,010
|
| |
$69,908
|
| |
$93,868
|
| |
$10,399,344
|
| |
n/a
|
|
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.(13)
|
| |
$5,000,000
|
| |
$2,206,707
|
| |
$14,163,138
|
| |
$0
|
| |
$0
|
| |
$524,640
|
| |
$0
|
| |
$34,200
|
| |
$41,781
|
| |
$0
|
| |
$21,970,466
|
| |
$3,407,553
|
|
1)
|
For voluntary termination for good reason and involuntary termination not for cause, cash severance is equal to 2 times base
salary. For change-in-control, cash severance is equal to 2 times base salary plus target annual incentive award for Mr. Elkins, Dr. Boerner, and Dr. Vessey and 2.99 times for the other Named Executive Officers. For Mr. Elkins and Dr.
Vessey, for voluntary termination for good reason, involuntary termination not for cause and for a change-in-control, in each case, cash severance also include $1,050,000 and $1,000,000, respectively, in respect of the acceleration of the
remaining cash portion of their Inducement Awards.
|
2)
|
For Mr. Elkins and Dr. Vessey, represents all in-the-money unvested options.
|
3)
|
For Dr. Boerner, for involuntary termination not for cause, represents pro-rata portion of awards held at least one year. For
change-in-control, represents all unvested units. For Mr. Elkins and Dr. Vessey, represents all unvested RSUs.
|
4)
|
For involuntary termination not for cause, represents pro-rata portion of awards held at least one year. For change-in-control,
represents all unvested units. The payout factor applied is equal to the 10-day average closing price on December 31, 2019 divided by the 10-day average closing price on the grant date.
|
5)
|
For change-in-control, represents a pro-rata payout of the 2017-2019 and 2018-2020 PSU awards at target and a full payout of the 2019-2021 PSU award at target. For involuntary termination not for cause, the payment excludes the payout of 2019-2021 PSU award because as of December 31, 2019 the award had not been held for at least one year since
the grant date.
|
6)
|
For awards other than CVRs. values as of December 31, 2019 based on the closing Common Stock price of
$64.19 on that day. For CVRs, values are based on the market trading value as of December 31, 2019 of $3.01.
|
7)
|
Pursuant to the Merger, upon vesting of the converted legacy Celgene equity awards, including
accelerated vesting in any of the three termination scenarios, one CVR is received per share underlying each such award, if applicable.
|
8)
|
Reflects BEP - Retirement Plan. Change-in-control values include early retirement subsidy and additional
years of credited service and age.
|
9)
|
Change in control values reflect Company matching contributions and automatic year-end contributions,
if applicable, under the legacy Celgene 401(k) plan for Mr. Elkins and Dr. Vesey and under the Company’s Savings Plans for the other NEOs and equal two additional years of service. For Mr. Elkins,
additionally reflects vesting of the unvested portion of his Company matching contributions.
|
10)
|
For voluntary termination for good reason and involuntary termination not for cause, reflects health
care benefit continuation through the severance period of 56 weeks. For change in control, represents continuation of health care benefits for two (2) years for Mr. Elkins and Dr. Vessey and three
(3) years for the other Named Executive Officers.
|
11)
|
Reflects cost to the Company for providing retiree medical benefits. For change-in-control, includes additional years of credited service and age.
|
12)
|
These Named Executive Officers are retirement-eligible under our stock plans and therefore are
entitled to the following benefits, which are generally available to all retirement eligible participants in our stock plans:
|
•
|
a pro-rata portion of RSUs held for one year from the grant date;
|
•
|
a pro-rata portion of MSUs held for one year from the grant date, subject to performance provisions; and
|
•
|
a pro-rata portion of the PSUs held one year from the grant date, subject to performance provisions.
|
13)
|
Drs. Caforio, Boerner and Vessey and Mr. Elkins are not participants in any of our pension plans.
|
14)
|
These Named Executive Officers are retirement-eligible under our stock plans and therefore the number
of units used to calculate the change-in-control value reflects:
|
•
|
Restricted Stock Units—the difference between a pro-rata portion of RSUs held for one year from the
grant date and all unvested RSUs including units held less than one year.
|
•
|
Market Share Units—the difference between a pro-rata portion of MSUs held for one year from the grant
date and all unvested MSUs including units held less than one year from the grant date, subject to performance provisions.
|
•
|
Performance Share Units—a payout of the 2019-2021 PSU award at target.
|
It is the Company’s practice to not gross up compensation on excess parachute payments for our
executives. These gross-ups are pursuant to legacy Celgene arrangements, approved prior to the Transaction and assumed by the Company. Any liability for gross-up payments are limited solely to
payments, if any, related to the Celgene Transaction. The excise tax amount on the excess parachute payment (i.e., the amount subject to the excise tax) is grossed up to account for the effect of federal and state income taxes, and the excise tax. Includes Federal income tax of 39.4%, excise tax of 20% and relevant state taxes. It does not reflect employment taxes.
These estimates do not take into account any mitigation for payments which could be shown (under the facts and circumstances) not to be contingent on a change-in-control or for any payments made in
consideration of non-compete agreements or as reasonable compensation.
|
|
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (in millions) |
| |
Weighted- average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) |
|
|
Plan Category
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
|
Equity compensation plans approved by security holders
|
| |
140.4(1)
|
| |
$48.08(1)
|
| |
127.7(2)
|
|
|
Equity compensation plans not approved by security holders(3)
|
| |
0.0
|
| |
|
| |
28.5
|
|
|
|
| |
140.4
|
| |
$48.08
|
| |
156.2
|
|
1)
|
The weighted average exercise price of outstanding awards does not take into account the shares issuable upon vesting of
outstanding restricted stock units, market share units or performance share units which have no exercise price. At December 31, 2019, there were a total of approximately 34.7 million shares subject to restricted stock units, approximately
1.6 million shares subject to market share units and approximately 3.0 million shares subject to performance share units.
|
2)
|
As part of the Celgene acquisition, BMS assumed the 2017 Stock Incentive Plan and the 2014 Equity Incentive Plan from Celgene. At
December 31, 2019 approximately 29.5 million shares were available for award under these plans.
|
3)
|
No awards have been granted under this plan since 2006 and no future awards will be made under this plan.
|
|
|
| |
2019
|
| |
2018
|
|
|
|
| |
(in millions)
|
| |||
|
Audit
|
| |
$16.70
|
| |
$10.36
|
|
|
Audit Related
|
| |
2.20
|
| |
1.65
|
|
|
Tax
|
| |
10.00
|
| |
7.11
|
|
|
All Other
|
| |
0.10
|
| |
0.24
|
|
|
Total
|
| |
$29.00
|
| |
$19.36
|
|
•
|
The role of the CEO and management is to run the company.
|
•
|
The role of the Board of Directors is to provide independent oversight of management and the CEO.
|
•
|
There is a potential conflict of interest for a CEO to have a past CEO an inside director act as Chair.
|
•
|
Serving as liaison between the independent directors and the Chairman and Chief Executive Officer.
|
•
|
Reviewing and approving meeting agendas and sufficiency of time.
|
•
|
Calling meetings of the independent directors.
|
•
|
Presiding at all meetings of the independent directors and any Board meeting when the Chairman and
Chief Executive Officer is not present, including executive sessions of the independent directors.
|
•
|
Approving the quality, quantity and timeliness of information sent to the Board.
|
•
|
Serving a key role in Board and Chief Executive Officer evaluations.
|
•
|
Engaging with, and responding directly to, shareholder and stakeholder questions, as appropriate.
|
•
|
Providing feedback from executive sessions of the independent directors to the Chairman and Chief
Executive Officer and other senior management.
|
•
|
Recommending advisors and consultants.
|
•
|
Conducting, along with the Committee on Directors and Corporate Governance, an annual assessment of
the Board and committees.
|
•
|
Director independence. Currently, 11 of the
12 director nominees are independent.
|
•
|
Fully independent Board committees. All
members of the Audit Committee, Compensation and Management Development Committee, Committee on Directors and Corporate Governance and Science and Technology Committee
are “independent” in accordance with or as defined in the rules adopted by the SEC and the New York Stock Exchange and the company’s
own Corporate Governance Guidelines.
|
•
|
Continued Board refreshment. The Board
continually reviews its composition with a focus on refreshing necessary skill sets to oversee management’s execution of the company’s strategy.
|
•
|
Independent evaluation of Chief Executive Officer performance. The company’s Compensation and Management Development Committee, which is fully independent, is
responsible for performing an annual evaluation of the Chief Executive Officer against his performance objectives.
|
|
|
| |
Bristol-Myers Squibb Company
|
| ||||||
|
Name
|
| |
Total Common
Shares Owned(1) |
| |
Common Shares
Underlying Options or Stock Units(2) |
| |
Common Shares
Underlying Deferred Share Units(3) |
|
|
P. J. Arduini
|
| |
25,204
|
| |
0
|
| |
25,204
|
|
|
C. A. Bancroft(4)
|
| |
437,534
|
| |
0
|
| |
0
|
|
|
R. Bertolini
|
| |
31,405
|
| |
0
|
| |
20,008
|
|
|
C. Boerner, Ph.D.
|
| |
21,033
|
| |
0
|
| |
0
|
|
|
M. Bonney
|
| |
112,039
|
| |
102,169
|
| |
3,801
|
|
|
G. Caforio, M.D.
|
| |
485,424
|
| |
0
|
| |
0
|
|
|
D. Elkins
|
| |
82,809
|
| |
48,318
|
| |
0
|
|
|
M. W. Emmens
|
| |
20,505
|
| |
0
|
| |
20,245
|
|
|
M. Grobstein(5)
|
| |
90,368
|
| |
0
|
| |
86,819
|
|
|
J. Haller, M.D.
|
| |
89,731
|
| |
83,469
|
| |
3,853
|
|
|
A. J. Lacy(5)
|
| |
79,878
|
| |
0
|
| |
77,573
|
|
|
S. Leung
|
| |
580,563
|
| |
0
|
| |
0
|
|
|
D. C. Paliwal
|
| |
46,072
|
| |
0
|
| |
33,137
|
|
|
T. R. Samuels
|
| |
45,769
|
| |
0
|
| |
18,769
|
|
|
V. L. Sato, Ph.D.
|
| |
70,460
|
| |
0
|
| |
70,460
|
|
|
G. L. Storch
|
| |
56,021
|
| |
0
|
| |
56,021
|
|
|
R. Vessey, M.A, B.M., B.Ch., F.R.C.P., D.Phil.
|
| |
217,229
|
| |
168,273
|
| |
0
|
|
|
K. H. Vousden, Ph.D.
|
| |
13,636
|
| |
0
|
| |
13,636
|
|
|
P. Yale
|
| |
3,853
|
| |
0
|
| |
3,853
|
|
|
All Directors and Executive Officers as a Group(6)
|
| |
3,119,662
|
| |
631,254
|
| |
433,379
|
|
1)
|
Consists of direct and indirect ownership of shares, shares credited to the accounts of the executive officers under the
Bristol-Myers Squibb Company Savings and Investment Program, and Celgene Corporation 401(k) Plan, stock options that are currently exercisable, restricted stock units that vest within 60 days, the target number of market share units that
vest within 60 days and deferred share units.
|
2)
|
Consists of shares underlying stock options that are currently exercisable, restricted stock units that vest within 60 days, and
the target number of market share units that vest within 60 days. None of these shares have any voting rights.
|
3)
|
Consists of deferred share units that are valued according to the market value and shareholder return on equivalent shares of
common stock. Deferred share units have no voting rights.
|
4)
|
Mr. Bancroft retired from the company on March 16, 2020.
|
5)
|
Mr. Grobstein and Mr. Lacy are not standing for re-election at the 2020 Annual Meeting.
|
6)
|
Includes 29 individuals.
|
|
Name
|
| |
Number of Shares Beneficially Owned
|
| |
Percent of Class
|
|
|
Vanguard Group Inc.
PO Box 2600 V26 Valley Forge, PA 19482-2600 |
| |
194,860,154(1)
|
| |
8.66%(1)
|
|
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| |
171,343,446(2)
|
| |
7.61%(2)
|
|
1)
|
This information is based on the Form 13G/A filed by Vanguard Group Inc. with the SEC on February 12, 2020 reporting beneficial
ownership as of December 30, 2019. The reporting person has sole voting power with respect to 3,570,899 shares, shared voting power with respect to 656,771 shares, sole dispositive power with respect to 190,848,600 shares and shared
dispositive power with respect to 4,011,554 shares.
|
2)
|
This information is based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2020 reporting beneficial
ownership as of December 31, 2019. The reporting person has sole voting power with respect to 146,949,101 shares, shared voting power with respect to zero shares, sole dispositive power with respect to 171,343,446 shares and shared
dispositive power with respect to zero shares.
|
i)
|
via Internet at www.proxyvote.com;
|
ii)
|
by telephone at (800) 690-6903;
|
iii)
|
by mail, if you received a paper copy of the proxy materials;
or
|
iv)
|
in person at the Annual Meeting.
|
i)
|
the election to the Board of Directors the 12 persons nominated
by the Board, each for a term of one year;
|
ii)
|
an advisory vote to approve the compensation of our Named
Executive Officers;
|
iii)
|
the ratification of the appointment of our independent
registered public accounting firm; and
|
iv)
|
two shareholder proposals, if presented at the meeting.
|
|
Item
|
| |
Proposal
|
| |
Voting Options
|
| |
Effect of
Abstentions |
| |
Broker Discretionary
Voting Allowed? |
| |
Effect of Broker
Non-Votes |
|
|
1
|
| |
Election of Directors
|
| |
FOR, AGAINST or ABSTAIN (for each director nominee)
|
| |
No effect—not counted as a vote cast
|
| |
No
|
| |
No effect
|
|
|
2
|
| |
Advisory vote to approve the compensation of our Named Executive Officers
|
| |
FOR, AGAINST or ABSTAIN
|
| |
Treated as a vote AGAINST the proposal
|
| |
No
|
| |
No effect
|
|
|
3
|
| |
Ratification of the appointment of an independent registered public accounting firm
|
| |
FOR, AGAINST or ABSTAIN
|
| |
Treated as a vote AGAINST the proposal
|
| |
Yes
|
| |
Not applicable
|
|
|
4
|
| |
Shareholder Proposal on Separate Chair and CEO
|
| |
FOR, AGAINST or ABSTAIN
|
| |
Treated as a vote AGAINST the proposal
|
| |
No
|
| |
No effect
|
|
|
5
|
| |
Shareholder Proposal on Shareholder Right to Act by Written Consent
|
| |
FOR, AGAINST or ABSTAIN
|
| |
Treated as a vote AGAINST the proposal
|
| |
No
|
| |
No effect
|
|
i)
|
by giving timely written notice of the revocation to the Corporate
Secretary of Bristol-Myers Squibb Company;
|
ii)
|
by casting a new vote by telephone or by the Internet; or
|
iii)
|
by voting in person at the Annual Meeting.
|
a)
|
an immediate family member of the director is or has been employed by the company, provided that such family member is not, and
has not been for at least a period of three years, an executive officer of the company;
|
b)
|
more than three years has elapsed since i) the director was employed by the company, ii) an immediate family member of the
director was employed by the company as an executive officer, or iii) an executive officer of the company was on the board of directors of a company that employed either the director or an immediate family member of the director as an
executive officer;
|
c)
|
the director, or an immediate family member of the director, received, in any 12-month period within the last three years,
$120,000 or less in direct compensation from the company (other than director’s fees or compensation that was deferred for prior service with the company);
|
d)
|
more than three years has elapsed since i) the director has been a partner with or employed by the company’s independent auditor
or ii) an immediate family member personally worked on the company’s audit as a partner or employee of the company’s independent auditor;
|
e)
|
the director has an immediate family member who i) is an employee of, but not a partner of, the independent auditor and ii) does
not personally work on the company’s audit;
|
f)
|
the director of the company, or an immediate family member of a director, is a director, an executive officer or an employee of,
or is otherwise affiliated with, another company that makes payment to, or receives payment from, the company for property or services in an amount which in any single fiscal year within the preceding three years, does not exceed the
greater of $1 million or 2% of such other company’s consolidated gross revenues;
|
g)
|
the director of the company and/or an immediate family member of the director directly or indirectly owns, in the aggregate, 10%
equity interest or less in another company that makes payment to, or receives payment from, the company for property or services; and
|
h)
|
the director of the company is a director, executive officer, or trustee of, or is otherwise affiliated with, a charitable
organization or non-profit organization, and the company’s, or the Bristol-Myers Squibb Foundation’s discretionary charitable contributions to the organization, in the aggregate, in any single fiscal year within the preceding three years,
do not exceed the greater of $1 million or 2% of that organization’s consolidated gross revenues.
|