UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2018
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (908) 673-9000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Effective November 1, 2018, Celgene Corporation (the “Company”) appointed Dr. Alise Reicin as its President, Global Clinical Development .
Dr. Reicin joins Celgene from EMD Serono, the biopharmaceutical business of Merck KGaA, Darmstadt, Germany where she served as Senior Vice President and Head of Global Clinical Development in Research and Development (R&D) from May 2015 until October 2018. Prior to joining EMD Serono, from March 2011 to May 2015, Dr. Reicin served as Vice President, Project and Pipeline Leadership, Oncology Franchise at Merck, Sharp & Dohme (Merck). Earlier in her career, Dr. Reicin was a faculty member at Columbia Medical School, and a physician and researcher at Columbia Presbyterian Hospital. She has a degree in biochemistry from Barnard College of Columbia University. She received her Medical Degree from Harvard Medical School, where she was enrolled in the Health Sciences and Technology program with MIT (Massachusetts Institute of Technology).
Dr. Reicin will report directly to Mark J. Alles, Chairman and Chief Executive Officer, and serve on Celgene’s Executive Committee.
In connection with her appointment, the Company entered into an offer letter agreement with Dr. Reicin (the “Offer Letter”), providing for the terms of her employment, including annual base salary of $760,000, participation in the Company’s Management Incentive Plan with a target bonus of 80% of eligible base salary (with a potential maximum payout of 200% of target and, for 2018, a guaranteed bonus equal to the full target amount), a grant of options to be determined on the grant date by dividing the value of such grant ($1.0 million) by the applicable Black-Scholes value per stock option, and restricted stock units determined on the date of grant by dividing the value of such grant ($2.7 million) by the closing stock price of the Company’s common stock on the date of grant. The stock options will vest in equal annual installments over four years and the RSUs will vest in three equal installments over a three-year period from the date of grant. In addition, Dr. Reicin will receive a target number of performance stock units determined on the grant date by dividing the value of such grant ($1.0 million) by the closing stock price of the Company’s common stock on the date of grant (with 32.5% apportioned to the 2017-2019 Long Term Incentive Plan (LTIP) performance period and 67.5% apportioned to the 2018-2020 LTIP performance period).
Under the Offer Letter, Dr. Reicin will also receive a one-time payment as a signing bonus of $400,000 payable within 30 days of the start of employment. If her employment is terminated by the Company other than for cause or by Dr. Reicin for “good reason”, Dr. Reicin is entitled to a severance payment equal to the sum of her annual base salary and target bonus, plus the continuation of medical and dental benefits at active-employee rates, less applicable taxes, for twelve months. In the event (i) a change in control occurs and (ii) Dr. Reicin’s position is eliminated, her duties/responsibilities/compensation are significantly reduced or her primary place of work is relocated by more than 50 miles within two years of the change in control, Dr. Reicin will receive the same termination benefits described above, plus accelerated vesting of her unvested stock options and RSUs. Dr. Reicin will also be eligible to participate in the Company’s annual equity award program and its Deferred Compensation Plan. The foregoing description of the terms of the Offer Letter is not complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| d) | Exhibits |
| 10.1 | Offer Letter |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELGENE CORPORATION | ||
| Date: November 2, 2018 | By: | /s/ David V. Elkins |
| David V. Elkins | ||
| Executive Vice President | ||
| Chief Financial Officer | ||
| (principal financial and accounting officer) | ||
| 3 |
Exhibit 10.1
TERMS OF EMPLOYMENT OFFER
POSITION
We are pleased to offer you the position of President, Clinical Development. Subject to the provisions listed in the “General Terms” section below, your start date in this position will be on or before November 15, 2018. In this role, you will report directly to Celgene’s Chairman and Chief Executive Officer.
CASH COMPENSATION
Your semi-monthly compensation for this position will be $31,666.67 (which when annualized equals approximately $760,000.00).
In addition to this base compensation, you will be eligible to participate in our Management Incentive Plan (MIP), which would target you for a bonus of 80% of your eligible base salary earnings, based on the achievement of corporate performance objectives. Actual awards are determined by the Compensation Committee in its sole discretion and are paid annually, typically during the first quarter of the following year. The award may be at, above or below the target level, but you can potentially earn up to 200% of your target award based upon achievement of Company objectives.
Provided you start your employment with Celgene at the agreed start date and are actively employed with Celgene through December 31, 2018, your 2018 bonus to be paid in the first quarter of 2019 will not be less than $608,000, which reflects 80% of your annualized base salary (or increased to the amount payable under the MIP based on actual Celgene performance).
ONE TIME PAYMENT
Celgene will also grant you a one-time payment of $400,000 (gross) which is payable within 30 days from your start date. This payment will be considered a taxable event for the purpose of payroll tax calculations. Please refer to the terms in the attached repayment agreement.
EQUITY COMPENSATION
As a new employee, you will receive a new hire equity grant on the first trading day of the month following your start date. The total value of this new hire equity grants will be $4,700,000 and will be granted to you in the form of stock options, Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
The number of stock options you will receive will be determined on the grant date by dividing the value of that portion of your new hire equity grant to be delivered in stock options ($1,000,000) by the applicable Black-Scholes value per stock option. The exercise price will be the closing stock price of Celgene common stock on the date of grant. The stock option grant will have a ten-year term and will vest equally over the first four years, i.e., 25% on each anniversary of the grant date.
The number of RSUs you will receive will be determined on the grant date by dividing the value of that portion of your new hire equity grant to be delivered in RSUs ($2,700,000) by the closing stock price of Celgene common stock on the grant date. These RSUs will vest according to the vesting schedule in the RSU grant agreement as follows:
| · | 1/3 will vest on the 1st anniversary of the grant date |
| · | 1/3 will vest on the 2nd anniversary of the grant date |
| · | 1/3 will vest on the 3rd anniversary of the grant date |
The target number of PSUs you will receive will be determined on the grant date by dividing the value of that portion of your new hire equity grant to be delivered in PSUs by the closing stock price of Celgene common stock on the date of grant. The total value of the PSU grant is $1,000,000. A portion of the PSU value ($325,000) will be granted under the 2017 – 2019 Long-Term Incentive Plan (“LTIP”) and the remaining portion of the PSU value ($675,000) will be granted under the 2018 – 2020 LTIP.
These and all other conditions surrounding your new hire grants have been approved by the Compensation Committee of the Board of Directors or its delegate outlined in the Celgene Corporation 2014 Stock Incentive Plan. Terms and conditions surrounding the new hire equity grants (and subsequent equity grants) are outlined in the Stock Option & Restricted Stock Unit Award documents that you will receive on the date of grant and which must be accepted as a condition of the grants, and will be substantially similar to the terms and conditions applicable to the stock options, RSUs and PSUs that were granted in 2017 to other Celgene executives who are direct reports of the CEO.
Beginning in fiscal year 2019, you will be granted annual equity awards on a substantially similar basis as other executives who are direct reports to the CEO, in similar amounts (i.e., proportion of total annual compensation), types of awards, and terms and conditions.
ADDITIONAL PROGRAMS
Health and Welfare Benefits: You will be eligible to participate in all Celgene comprehensive US health and welfare benefit programs on the first day of the month following your date of employment. Information on your Celgene benefits package will be provided under separate cover.
Deferred Compensation Plan: Celgene maintains a Deferred Compensation Plan for a select group of employees. You will be notified when you are eligible to begin participating in the Plan. Enrollment occurs semi-annually, typically at the end of the second quarter and again at the end of the fourth quarter. Information regarding the Plan, your investment options and how to enroll will be available from Celgene's deferred compensation provider in advance of the enrollment period.
Financial and Tax Planning: You will be eligible for reimbursement up to $15,000 per calendar year for Financial and Tax planning assistance.
Severance Compensation: If your employment is terminated by Celgene at any time, other than for Cause (as defined in the repayment agreement), or by you for Good Reason (as defined below), we will pay you severance compensation in a lump sum in an amount equal to twelve months’ base salary and bonus at target, plus 12 months’ continuation of medical and dental benefits at active employee rates, less applicable taxes.
In the event of “double-trigger” circumstance resulting from a change in control, you will be paid in a lump sum an amount equal to twelve months’ base salary and bonus at target, plus continuation of medical and dental benefits at active employee rates, less applicable taxes, and your unvested stock options and RSUs will fully vest. PSUs will vest according to the terms noted in the applicable award agreement. Additionally, in the event of change in control, under a modified economic cutback, your change in control-related payments would be reduced to avoid the 280G excise tax if the result would be economically beneficial to you. Double-trigger shall mean that there is a change in control AND, within two years of the change in control, either (x) you are terminated without cause or (y) your position is eliminated, you are required to report to anyone other than the Celgene CEO, your duties/responsibilities/compensation are significantly reduced or your primary place of work is relocated greater than 50 miles from your current work location (“Good Reason”).
Paid Time Off: You will be eligible for five weeks of vacation annually. In addition, Celgene offers ten company holidays and 3 personal days.
Retirement Benefits: You will be eligible to participate in Celgene’s 401(k) Plan on the first day of the month following your date of employment.
Legal Expenses: You will be reimbursed for reasonable legal fees and expenses that you incur in connection with the negotiation and preparation of this agreement. In the unlikely event of any lawsuit from your former employer relating to your employment with Celgene, then Celgene shall indemnify you for the reasonable legal, expenses and any losses resulting therefrom.
Relocation: You will be reimbursed for reasonable out-of-pocket relocation expenses that you incur within the first two years of your assuming this position, in accordance with any then applicable Celgene policy.
GENERAL TERMS
In your role, you will be expected to undertake the duties and responsibilities customary for your role as President, Clinical Development, or as otherwise agreed between you and Celgene’s CEO or Chairman of its Board of Directors.
The compensation and benefits content described in this offer letter does not constitute a contractual guarantee of employment for any specific duration of time. Celgene has the right to amend plans and policies at any time, except that your vested rights cannot be adversely affected without your consent. Your employment relationship with Celgene is at-will, which means that either you or Celgene can terminate the relationship at any time for any reason with or without cause. The information regarding employee benefits contained in this offer letter are subject to the terms and conditions of Celgene's written plan documents which provide that Celgene retains the right to alter, amend or eliminate said benefits in its sole discretion. Celgene requires a pre-employment drug screen. You will receive information regarding the drug screen via email following the acceptance of your offer and return of the completed documents. This offer is contingent upon completion of satisfactory employment and associated references and background check. We advise that you not alter your current employment status until you have cleared these contingencies. In addition, all employees are required to sign Celgene’s “Global Reproductive Health and Safety policy” and a “Proprietary Information and Inventions Agreement” upon the start of their employment. Current Federal regulations require you to furnish proof of your right to work in the United States. These documents must be submitted on your first day of work.
With my best regards,
/s/ Joe Hand
Joe Hand
EVP, Human Resources & Corporate Services
I Accept the offer as outlined above:
/s/ Alise Reicin
Alise Reicin
October 4, 2018
Date