8-KLeadership ChangesMaterial Agreements

BRISTOL MYERS SQUIBB CO 8-K Report, Material Agreement (Oct 13, 2005)

Filed October 13, 2005For Securities:BMYCELG-RIBMYMP

Summary

This 8-K filing from Bristol-Myers Squibb Company (BMY) on October 13, 2005, primarily reports on key executive appointments and compensation. The most significant events include the appointment of Richard K. Willard as Senior Vice President and General Counsel, effective October 10, 2005, along with details of his compensation package which includes a substantial base salary, target bonus, and performance share units tied to company performance metrics. Additionally, the report announces the promotion of Joseph C. Caldarella to Vice President and Controller, effective the same date. David L. Zabor is transitioning to a new role within the company and is no longer serving as Controller. These changes in senior leadership positions are important for investors to note as they can signal shifts in strategy, operational focus, or governance.

Key Highlights

  • 1Appointment of Richard K. Willard as Senior Vice President and General Counsel, effective October 10, 2005.
  • 2Richard K. Willard's compensation package includes a $700,000 annual base salary and a target total cash compensation of $1,330,000.
  • 3Mr. Willard received a grant of 19,300 performance share units with payouts contingent on continued service and company performance (EPS, sales, TSR).
  • 4Promotion of Joseph C. Caldarella to Vice President and Controller, effective October 10, 2005.
  • 5David L. Zabor has transitioned from his role as Controller to a new position within the company.
  • 6The Compensation and Management Development Committee approved the compensation and performance metrics for Mr. Willard's award.
  • 7The performance share unit payout for Mr. Willard is determined by specific company performance measures approved on March 1, 2005.

Frequently Asked Questions

The filing announces the appointment of Richard K. Willard as Senior Vice President and General Counsel and the promotion of Joseph C. Caldarella to Vice President and Controller. It also notes that David L. Zabor is moving from the Controller role to a new position.

Mr. Willard's compensation includes an annual base salary of $700,000, a target total cash compensation of $1,330,000 (including bonus), and a grant of 19,300 performance share units. The payout of these units depends on company performance and continued service.

The payout of Mr. Willard's performance share units is contingent upon the company's performance against pre-determined objectives, specifically earnings per share (EPS), sales, and relative total shareholder return (TSR). The maximum payout can be 253% of the target, and the minimum is zero.

Joseph C. Caldarella has been promoted to Vice President and Controller, effective October 10, 2005. He has been with Bristol-Myers Squibb since 1979 and has held various finance-related roles.