8-KLeadership ChangesExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (Mar 8, 2010)

Filed March 8, 2010For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K report on March 8, 2010, detailing significant leadership changes effective May 4, 2010. The report announces the retirement of James M. Cornelius as Chief Executive Officer (CEO), though he will continue to serve as Chairman of the Board. Lamberto Andreotti, currently President and Chief Operating Officer, has been appointed as the new CEO. This transition marks a planned succession within the company's senior management. The filing also outlines the new compensation packages for both Mr. Cornelius in his role as Chairman and Mr. Andreotti as the incoming CEO, reflecting their respective responsibilities and the company's performance-based incentive structures. Investors should monitor the execution of the new CEO's strategy and the company's performance under this new leadership.

Key Highlights

  • 1James M. Cornelius will retire as CEO effective May 4, 2010, but will remain as Chairman of the Board.
  • 2Lamberto Andreotti, current President and COO, has been appointed as the new Chief Executive Officer, effective May 4, 2010.
  • 3Mr. Andreotti's compensation as CEO includes a base salary of $1,400,000, with target bonus opportunities up to 150% of base salary.
  • 4Significant long-term incentive awards for Mr. Andreotti as CEO include a Performance Share Unit award valued at approximately $2.09 million and a Market Share Unit award valued at approximately $1.39 million.
  • 5Mr. Cornelius's compensation as Chairman will consist of a $200,000 annual retainer plus a $175,000 transitional retainer, with 50% paid in cash and 50% in company stock.
  • 6Mr. Andreotti's severance benefits upon involuntary termination without cause have been adjusted to two times base salary, aligning with other Named Executive Officers.
  • 7The report was filed on March 8, 2010, with the earliest event reported being March 2, 2010.

Frequently Asked Questions

The key leadership change is the retirement of James M. Cornelius as Chief Executive Officer, effective May 4, 2010. Lamberto Andreotti, previously President and Chief Operating Officer, will succeed him as CEO on the same date. Mr. Cornelius will continue to serve as Chairman of the Board.

Mr. Andreotti's compensation as CEO includes an annual base salary of $1,400,000. He is eligible for annual incentive payments with a target of 150% of his base salary, contingent on performance goals. Additionally, he will receive long-term performance awards, including Performance Share Units valued at approximately $2.09 million and Market Share Units valued at approximately $1.39 million, upon assuming the CEO role.

As Chairman of the Board, Mr. Cornelius will receive an annual retainer of $200,000, with 50% in cash and 50% in company stock. He will also receive a transitional retainer of $175,000 for a period, also split 50% cash and 50% stock, and reimbursement for office expenses. He will receive the standard compensation paid to non-employee directors.

Yes, Mr. Andreotti's severance benefit for involuntary termination without cause has been adjusted. He will now be eligible to receive a benefit equal to two times his base salary, which is the same level of severance provided to other Named Executive Officers. This replaces a previous special severance benefit.